Traralgon Probus Combined inc.
Constitution
1. TITLE:
The name of this Club shall be The Probus Club of Traralgon Combined Incorporated.
2. AIMS & OBJECTS:
a. The purpose of this Club shall be to advance intellectual and cultural interests among adult persons who have
retired or are semi retired from their former occupations.
b. It will hold regular meetings and arrange activities to provide opportunities for fellowship, the development
of acquaintance and social interaction.
c. It shall strive to be seen as a worthwhile organisation by the local community.
d. It shall be non-political and non-sectarian. It shall not endorse any candidate for public office and shall not
take corporate action at any meeting with the intention of influencing the policies or decisions of governments;
however the merits of any public question may be a subject of fair and intelligent study or discussion at a
club meeting for the information of members.
e. It shall not be, or be seen to be, a fund raising body. The Club by a majority decision of its members may engage
in corporate projects for social benefit provided that any such activity shall not involve the raising of funds
and provided that individual participation in any such project shall be entirely voluntary.
3. MEMBERSHIP:
a. Membership of this Club shall be open to retired and semi retired professional and business people and others from
any worthy vocation who appreciate and value opportunities for social contact with others in similar circumstances.
b. Membership of this Club shall be primarily for residents of Gippsland.
c. Membership of this Club shall consist of ordinary members as defined in clause 3(a) and other members
comprising Life Members and Non-Active Members.
i. Life Membership may be conferred upon a member who has rendered outstanding service to the Club.
Nominations shall be submitted in writing to the Management Committee for consideration, and if approved,
referred to the next General Meeting of the Club for confirmation. Life Members shall not be required
to pay membership subscriptions but shall enjoy all other privileges of membership. The maximum
number of Life Members shall be as decided by members at any General Meeting.
ii. Non-active Membership may be conferred by the Management Committee upon a member who because
of illness or a physical disability has been granted leave of absence by the Club, or has left the area but
wishes to retain an interest in the activities of the Club. Such members shall not be included in the
member number of the Club during that period of absence. Non-active Members shall pay a reduced Annual
Subscription as set at each Annual General Meeting.
d. The maximum number of ordinary members shall be decided by members at an Annual General Meeting.
e. Applicants for membership must be sponsored by two members of the Club and approved for membership
by a majority of the Management Committee. The appropriate Joining Fee and Membership Subscription
must accompany their Application.
f. No person shall be denied membership of the Club for reasons of race, religion, or political persuasion.
g. Upon the acceptance or rejection of an application for membership by the Management Committee the Secretary
shall forthwith give the applicant notice in writing of such acceptance or rejection.
h. An appeal against rejection of application for membership shall be in writing addressed to the Secretary and
submitted to the next General Meeting of club members for decision.
i. Membership of this Club shall be contingent upon attendance at regular meetings of not less than fifty per cent in
any club year, subject to leave of absence in cases of sickness or on any other reasonable grounds being granted.
j. A member may resign by giving a written notice of resignation to the Secretary.
k. The membership of a member convicted of an indictable offence may be terminated, without right of appeal,
by decision of the members at a General Meeting.
l. The membership of a member may be terminated should such a member not comply with the provisions of
these rules or act in a manner considered injurious or prejudicial to the character or interests of the Club.
m. The membership of such a member may be terminated at a General Meeting of the Club if a majority of
members present at the meeting vote in favour of removing the member.
n. Before a vote of members is taken about termination of membership, the member must be given a full and
fair opportunity to show cause why there should not be a termination of membership.
o. If after considering all representations made by the member, the meeting decides to terminate the membership,
the Secretary must give the member written notice of the decision within seven days thereof.
p. Should the member give written notice of appeal to the Secretary within one month of the decision, a meeting
must be held within two months of receipt to consider the appeal. In the event of the appeal being rejected
the Secretary must give the member written notice of the decision within seven days thereof.
q. At that meeting, before a vote of members is taken, the member must be given a full and fair opportunity to
show cause why the application should not be rejected or why the membership should not be terminated.
4. MANAGEMENT:
a. The Club shall be managed by a Management Committee, herein after called “the Committee”, comprising a
President, one or more Vice-Presidents, a Secretary, a Treasurer, herein after called “Officers” and such number
of Committee Members as decided at any General Meeting.
b. Officers and Committee Members shall be elected annually. The term of office of the President shall be one
year, which may be extended to not more than two consecutive years if required due to special circumstances.
When possible, the position of President shall be filled alternately by male and female Club members. Other Officers
and Committee Members may serve for not more than three successive years in any one office except as otherwise
determined and recommended by the Committee to members for decision.
c. For the purpose of these rules, the office of an officer of the Club or of an ordinary member of the Committee
becomes vacant if the officer or member:
i. ceases to be a member of the Club;
ii. becomes an insolvent under administration within the meaning of the Corporations Law;
iii. resigns the office in writing given to the Secretary.
d. A casual vacancy on the Committee may be filled by action of the Committee.
e. A quorum at meetings of the Committee shall be a majority of the members thereof.
f. Voting shall be by a show of hands, a Committee Member having one vote only. Proxies are accepted.
g. Where there is an equal division of votes at a Committee Meeting, the Chairperson shall have a casting vote
in addition to a deliberative vote.
h. The Minutes of each Committee Meeting, when confirmed at the following meeting, must be signed by the
Chairperson of the meeting verifying their accuracy.
i. The Committee shall have power to appoint sub-committees to deal with specific matters.
j. Meetings of the Committee shall be as determined by the Committee, meeting at least once in every four calendar
months to exercise obligations.
k. The Secretary shall advise members of the Committee the time and venue for each meeting, at least seven
days prior to the meeting, orally or by mail, electronic transfer or any other method agreed upon.
l. A member of the Committee may be removed from office at a General Meeting of the Club if a majority of
members present at the meeting vote in favour of removing the member.
m. Before a vote of members is taken about removing the member from office, the member must be given a full
and fair opportunity to show cause why removal from office should not be effected.
n. A member of the Committee has no right of appeal against the member’s removal from office under this section.
5. ELECTION OF THE COMMITTEE:
a. An Annual Meeting for the election of the Committee shall be held on or before March 31st of each
year.
b. Members elected shall take office from April 1st each year.
c. Nominations for positions on the Committee for the ensuing year shall be called for at the meeting
preceding the February meeting, such nominations to be lodged with the Secretary no later than the
February meeting. These positions shall be filled by ballot, if necessary, at the Annual General Meeting.
d. Voting shall be by show of hands or by ballot as decided by members. The candidate receiving the
greatest number of votes of members present and voting in the election for each office or Committee
position shall be declared elected. Proxies are not accepted.
e. Where there is an equal division of votes, the Chairman shall have a casting vote in addition to a
deliberative vote.
f. If insufficient nominations are received to fill all vacancies, the candidates nominated shall be
deemed elected and further nominations shall be received at the Annual General Meeting.
g. If the number of nominations received is equal to the number of vacancies to be filled, the persons
nominated shall be deemed elected.
h. If the number of nominations received is more than the number of vacancies to be filled, an election
shall be held. Proxies are not accepted.
6. MEETINGS:
a. General Meetings of the Club shall be held at monthly intervals, except as otherwise decided by
members when affected by Public Holidays and/or the December/January holiday period.
b. General Meetings of the Club shall be held at such a time and place approved by members.
c. A quorum at meetings of the Club shall be twenty five per cent of the total club membership
(excluding Non-active Members), with a minimum of ten members.
d. An Extraordinary General Meeting shall be called on the request, in writing, of not less than ten
members (excluding Non-active Members), or by the Committee. Notice of such meeting shall be
given to members at least twenty one days before the meeting is to be held with a statement setting
out the purposes for which the meeting has been called and any motions submitted.
e. An Annual General Meeting shall be held on or before 31st March each year at such a place and
time as may be determined by the Committee and at least twenty-one days notice of such a meeting
shall be given.
f. Notice of an Annual General Meeting stating the time, date, venue and business to be conducted at
the meeting shall be given at the February meeting or by mail, electronic transfer or any other
method agreed upon.
g. Voting shall be by a show of hands, or by ballot if required by a majority of members (excluding
Non-active Members).
h. At General Meetings, Extraordinary General Meetings or Annual Meetings of the Club a member
shall have one vote only.
i. Where there is an equal division of votes, the Chairman shall have a casting vote in addition to a
deliberative vote.
j. The President, or in the absence of or the inability of the President to do so, the Vice President shall
preside at all meetings. In the absence of both officers the members present shall elect a Chairman.
k. The Minutes of each meeting, when confirmed at the following meeting, must be signed by the
Chairman of the meeting verifying their accuracy.
l. Any notice of motion (other than to amend the Constitution or By-laws) must be submitted to the
Secretary, in writing at least fourteen days prior to the meeting at which the motion is to be formally
proposed, where it must be read to members prior to discussion.
m. Any notice of motion to amend the Constitution or the By-laws must be submitted to the Secretary, in
writing at least twenty eight days prior to the meeting at which the motion is to be formally proposed.
7. SUBSCRIPTIONS:a. Members of the Club shall pay a joining fee (if any) and an annual subscription.
b. The subscription shall include such capitation and insurance fees as may be required by the Probus Centre -
South Pacific Inc.
c. The joining fee (if any) and annual subscription payable by members shall be determined by members at the
Annual General Meeting each year.
d. The annual subscription is due and payable on April 1st each year. The Committee may recommend to members
the termination of membership for any members who have not paid their annual subscription by June 30th.
e. The subscription of a person joining the Club is to be paid pro-rata on a quarterly basis. That is, where a person
joins the Club during the:
Quarter ending June 30th — subscription is payable in full.
Quarter ending September 30th — three-quarters of subscription is payable.
Quarter ending December 31st — one-half of subscription is payable.
Quarter ending March 31st — one-quarter of subscription is payable.
Notwithstanding the date upon which a person joins the Club, the joining fee (if any) is payable in full.
8. FINANCE:
a. The funds of the Club shall be derived from joining fees, annual subscriptions, donations and such other
sources as the members determine.
b. The financial year of the Club shall begin on the 1st day of February and end on the last day of January.
c. An Income and Expenditure Account (and Balance Sheet if appropriate) together with the auditors report
for the twelve months to the end of the financial year shall be presented to the Annual General Meeting after
being audited by the person(s) appointed at the previous Annual General Meeting.
d. The Treasurer shall deposit all funds of the Club to the credit of the Club’s account in the bank or other financial
institution approved by the Committee.
e. Cheques in payment of accounts shall be signed by any two of the President, Vice President, Secretary,
Treasurer, Assistant Treasurer or any other authorised Committee member.
9. DUTIES OF OFFICERS:
a. The Secretary shall keep the records of membership and attendance at meetings, shall record and preserve
the Minutes of meetings, and perform such other duties as ordinarily pertain to the office &/or as specified
by the Committee.
b. The Secretary shall keep a register of members in which shall be recorded their names, addresses, telephone
numbers, date of joining, date of death or resignation and such other information as the Club may require.
c. The Secretary must ensure full and accurate Minutes of all questions, matters, resolutions and other proceedings
of each Committee Meeting and General Meeting are entered in a minute book.
d. The Treasurer shall have custody of all funds of the Club accounting for same to the Club annually, shall submit
monthly reports to members and perform such other duties as ordinarily pertain to the office.
e. Except as otherwise provided in this Constitution, the Secretary shall keep custody of or keep under control
all books, documents and securities of the Club.
f. All accounts, books, documents and securities of the Club shall be available for inspection by any member of the Club upon request.
10. DISPUTES & GRIEVANCES:
a. The grievance procedure set out in this rule applies to disputes under these rules between:
i. a member and another member; OR,
ii. a member and the Club.
b. The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute
within fourteen days after the dispute comes to the attention of all parties.
c. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then
the parties must, within ten (10) days, hold a meeting in the presence of a mediator.
d. The mediator must be:
i. a person chosen by agreement between parties; OR,
ii. in the absence of agreement:
a. in the case of a dispute between a member and another member, a person appointed by the
Committee of the Club; OR
b. in the case of a dispute between a member and the Club, a person who is a mediator appointed
or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
e. A member of the Club can be a mediator.
f. The mediator cannot be a member who is party to the dispute.
g. The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
h. The mediator, in conducting the mediation must:
i. Give the parties to the mediation process every opportunity to be heard; AND
ii. Allow due consideration by all parties of any written statement submitted by any party, and ensure
that natural justice is accorded to the parties to the dispute throughout the mediation process.
i. The mediator must not determine the dispute.
j. If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute
in accordance with the Act otherwise at law.
11. INFORMATION:
a. Each year, the Club shall provide the information required by the Probus Centre - South Pacific Inc. concerning
membership, meeting arrangements and officers for the ensuing year.
b. The Club shall provide the information on other matters as and when required by Probus Centre - South Pacific Inc.
12. NON-PROFITABILITY:
a. The income and property of the Club howsoever derived shall be applied solely towards the promotion of the
objectives of the Club and no portion thereof shall be paid to or transferred directly or indirectly to the members
of the Club provided that nothing herein shall prevent the payment in good faith of remuneration to any officer
or member of the Club for any services actually rendered to the Club, or reimbursement of expenses incurred
on behalf of the Club.
13. PUBLIC OFFICER:
a. A Public Officer shall be appointed in accordance with the requirements of the Associations Incorporation Act.
14. BY-LAWS:
a. The Club may adopt By-laws not inconsistent with this Constitution, embodying additional provisions for
the management of this Club. Such By-laws shall be amended from time to time as provided therein.
15. SEAL:
a. The Common Seal of the Club shall be kept in the custody of the Secretary.
b. The Common Seal shall not be affixed to any instrument except by the authority of the Management Committee
and the affixing of the Common Seal shall be attested by the signatures of either two members of the Management
Committee in Clause 8 (e) above by one member of those signatories and the Public Officer of the Club.
16. WINDING UP:
a. On winding up, the funds of the Club shall not be distributed to members but shall be donated to a charitable
organisation which prohibits distribution of its funds to members.
b. The liability of a member to contribute towards the payment of the debts and liabilities of the Club or the
costs, charges and expenses of winding up of the Club is limited to the amount, if any, personally owed by
the member to the Club.
17. AMENDMENT:
a. The clauses of this Constitution, including the Aims and Objects, may be amended at a General Meeting of
the Club, a quorum being present, by the affirmative vote of not less than three quarters of the members present
and voting, notice of such proposed amendment(s) having been published to all members at least twenty one
days before such meeting.
b. Such amendments shall not be effective until approved by the Probus Centre - South Pacific Inc. (prior to
submission to Consumer Affairs Victoria) and accepted by Consumer Affairs Victoria as being in compliance
with the requirements of the Associations Incorporation Act 1981 (including subsequent amendments).
We hereby certify that, a quorum being present, this recommended Constitution issued by Probus Centre - South Pacific
Inc. (PC -SP) was adopted, with some minor PC - SP-approved amendments, by decision of not less than a three quarter
majority of the members present and voting at a meeting on the Monday 17 November 2008.
President
…Lorraine Elmore…………………………Secretary………Daniel R Smith……
President’s Signature) …………… ……… (Secretary’s Signature)………………………………
(Date) .........................
Standing Resolutions
THE PROBUS CLUB OF TRARALGON COMBINED INC.
Registered Number: A0029228C
1. Management Committee
The Club shall be managed by a Management Committee (herein after called ‘the Committee’) consisting
of a maximum of 12 Club members, and shall comprise a President, a Senior and a Junior Vice-President,
Secretary, Assistant Secretary, Treasurer, Assistant Treasurer and five more Committee Members.
2. Committee Member & Volunteer Tasks
Various Committee members and Volunteers, as agreed by the Committee, shall be responsible for all of
the Club’s social, welfare and other activities:
(i) In addition to the positions of office indicated in 1, above, Committee members shall also be responsible
for functions such as Monthly Program Co-ordinator; ‘Bulletin’ Editor; Social Coordinator; Welfare
Coordinator; Publicity Co-ordinator and any other activities approved by the Management Committee.
(ii) Volunteers from the Club Membership shall also be appointed by the Management Committee to
be responsible for such activities as Information Table; Rosters; Attendance Records & Name
Badges; Lunch & Diner’s Groups; Meeting Room Preparation & Tidy-up; Knit & Natter Group;
Coach Trips; Travel Group; Golf Group; Public Officer; Historical Records/Archives; Catering;
Snooker; Walking Group; Publicity & Probus Activities Liaison.
3. Club General Meetings
The Club shall meet monthly on the 3rd Monday, or as varied by the decision of the Management Committee.
Meetings shall commence at 10AM and conclude not later than 12:05PM.
4 Club Management Committee Meetings
The Management Committee shall meet monthly, except for January, on the 1st Monday of each month,
or as varied by the decision of the Management Committee. At least two weeks must elapse between
Committee and subsequent Club general meetings.
5. Duration of Management Committee Meetings
A nominal limit of 90 minutes shall apply to ordinary Committee meetings. If the meeting’s business requires
an extension of time, a motion to extend that time by not more than 30 minutes must be put and carried,
otherwise the meeting is to be adjourned to a date and place to be fixed before the meeting is actually closed.
6. Reporting to Club Members of Committee Meeting Proceedings
(i) Outcomes of Committee Meetings will be reported in the Club’s newsletter, ‘The Bulletin’, or by
the Secretary to the next Club meeting, as considered appropriate. Members may raise questions
and offer comments on Committee actions.
(ii) If a majority of Club members present at the following Club meeting express disapproval of any
particular action, the matter will be referred back to the Committee for reconsideration, taking
into account the majority view of Club members.
(iii) Should no such disapproval be established, it shall be assumed that Committee actions have the approval
of Club members.
7. Maximum Club Membership
The maximum membership of the Club shall be 110, including Life Members but excluding Non-active
members.
8. Club Presentations
(i) Certificates of Appreciation will be presented only to retiring or transferring members who have
been Club members for at least 5 years and have made a significant contribution to Club activities
as a Committee member &/or in a supportive volunteer role.
(ii) 80th Birthday Cards, signed on behalf of Club members by the President and Secretary, will be
presented to such members in recognition of this achievement.
(iii) A Club Pen will be presented to Guest Speakers as a token of appreciation.
(iv) A Past President Certificate and a Past President stick-pin or brooch will be presented to the retiring
President at AGMs.
9. Club Administration Sub-Committee
Effective from Monday 2 June 2008, this Sub-Committee has the following powers and authority to act:
(i) Work with any Committee office-bearer deemed insufficiently experienced in Probus Club matters
to ensure he/she gains sufficient knowledge of Club and Committee procedures, practices and culture
that they can reasonably be expected to always act within those requirements.
(ii) The Sub-committee itself shall decide when it considers any inexperienced office-bearer to be
sufficiently familiar with and competent to act within the Club’s various requirements. In particular,
it is noted that no office-bearer is free to implement any new procedure(s) or practice(s) without
the prior approval of the Sub-committee and further, that the inexperienced office-bearer shall be subject
to instruction from the Chairman of the Sub-committee, who shall be acting where possible on the
advice of other Sub-committee members.
(iii) The Sub-committee shall consist of three members, being two current Committee members and
one Club member. Members shall have a minimum of 4 years of Club membership including 2
years of Committee service.
(iv) The Sub-committee shall be able to receive from Club Members comments, concerns and/or suggestions
regarding Club practices, procedures and related matters and it shall be free to refer significant
matters to the Club’s Committee for consideration and action.
(Present members of this Sub-Committee are Albert Matthews, Dan Smith and Len Webster [Life Member]).
10 Preservation of Male-Female Alternation of Club Presidency
The offices of President, Senior Vice-President and Junior Vice-President should be held by female and
male members alternately, all other positions being non-gender specific.
11. Composition of Membership
Every effort shall be made to ensure that the number of members of one gender, male or female, shall not exceed
fifty-five percent of the maximum membership number of the Club.
12. Submission of Applications for Membership
Persons wishing to join this Club will be required to attend three (3) general meetings before their Application
for Membership shall be considered by the Committee.
13. Status of Resolutions
Any motion passed at a Committee or General Meeting shall supersede any previous Resolutions on the same
subject.
14. The Annual General Meeting
This meeting shall be held on or before 31st March each year at such a place and time as may be determined
by the Committee and at least twenty-one days notice of such a meeting shall be given. The following matters
shall be presented and appropriate actions taken at the Annual General Meeting of the Club:
(i) Confirmation of the minutes of the previous Annual General Meeting.
(ii) Presentation of the Annual Report by the President.
(iii) Presentation of the Financial Report and Statement of Accounts.
(iv) Determination of the Joining Fee and Annual Subscription.
(v) Election of the various Office Bearers as required by this Constitution.
(vi) Receipt of nominations for the Volunteer positions & referral of these to the incoming
Management Committee.
(vii) Appointment of an Auditor.
(viii) Presentation of other business of which notice has been given.
15. Immediate Post-AGM Committee member authorisation
Committee members elected at the Annual General Meeting shall take office from April 1st that year until
31st March the following year. The period from the AGM to March 31st that year shall be treated as a
‘caretaker period’ by both the outgoing and incoming Committees.
16. Amendment of Standing Resolutions
These Standing Resolutions may be amended at any general meeting of this Club, provided a quorum is
present, by the affirmative vote of not less than 50% of the members present and voting.
17. Rules of Debate
Whilst it is not usually necessary to comply with formal rules of debate, the President may, if it is considered
necessary, implement the rules as recommended in the Probus Handbook. Commonly accepted Procedural
Motions can apply to any motion being debated.
We hereby certify that the Standing Resolutions as set above were confirmed and adopted by the Probus Club of
Traralgon Combined Incorporated (a quorum being present), by decision of not less than a three quarter majority
of the members present and voting at a meeting on the 17 November 2008.
President
Lorraine Elmore…………………………Secretary………Daniel R Smith……
President’s Signature) …………… …Secretary’s Signature………………………………
(Date) .........................
