Constitution

ASSOCIATIONS INCORPORATION ACT, 1984 (NSW)

CONSTITUTION OF CAMELLIAS AUSTRALIA INCORPORATED
(formerly the Australian Camellia Research Society Incorporated)

NAME
1 The name of the Association shall be “Camellias Australia Incorporated”.

STATEMENT OF OBJECTS
2 The objects of Camellias Australia Incorporated are to encourage investigation and research into matters concerning the genus Camellia, to collect information and publish the findings, and by appropriate means to make the genus, its species, hybrids and cultivars known and appreciated throughout Australia.

PART 1
PRELIMINARY

INTERPRETATION
3 This Constitution was adopted by resolution of a Special General Meeting, and confirmed on the 17th day of June, 2002. Revisions were made on 26 September 2003, 18 August 2006 and 29 August 2008. The name was changed to Camellias Australia Incorporated by resolution of a Special General Meeting held on 14 November, 2005.
4 The Association’s financial year runs from 1 June to 31 May.
5 The term “Society” shall refer to “Camellias Australia Incorporated”.
6 “The Act” means the “New South Wales Associations Incorporation Act, 1984” including any amendment thereof.
7 “Council” means the “National Council” of the Society.
8 “Councillor” means a member of the National Council.
9 The term “Affiliate” refers to an Affiliated Body, incorporated or unincorporated, of Camellias Australia Incorporated, as authorised by National Council.
10 The Annual General Meeting of the Association shall be called the Annual National Council Meeting.

PART II
MEMBERSHIP

11 Members of Camellias Australia Incorporated shall be in two categories,
(a) Direct and (b) Indirect.
Direct members shall be the Affiliates, who, through their appointed or elected representatives as directed in their respective constitutions, shall be voting members of the Society. The other voting members will be the Office-bearers and Fellows.
Indirect and non-voting membership of the Society occurs through general membership of the Affiliates, and Overseas Membership.

12 Any person or organisation interested in the objects of the Society may be admitted to membership through an Affiliate. Categories of Indirect Membership are:
(a) Single members.
(b) Household members, being those individuals who form a group, and their children under age 18, each group being entitled to the rights and privileges of two single memberships but to receive one set of publications.
(c) Associations, which shall have the same privileges as household members.
(d) Fellows, being those whom the Society has appointed as Fellows, in recognition of achievement in the special fields of the Society, and who pay no annual subscription. Fellows shall, ex-officio, be Councillors of the Society, but may not appoint a proxy.
(e) Life Subscribers, being those accepted as such before 27 September 2003, and who pay no annual National Membership Subscription.
(f) Honorary Members, being those nominated by the Society for services rendered, and who will pay no National Membership Subscription.
(g) Overseas Members, being those admitted by the Overseas Membership Secretary.
(h) Patrons, being those who, because of their position in the community and/or interest in the Society, have been asked and have consented to become Patrons.

13 The Obligations of the Society to its Affiliates are:
(a) The provision, direct to all financial members of the Affiliates, of publications such as Camellia News.
(b) The facilitation, through an Overseas Membership Secretary, of membership of Overseas Camellia Societies.
(c) The facilitation, by access to a National Registrar, of registration of new camellia cultivars.
(d) The facilitation of access to, and participation in, the various activities of the Society such as Congresses, Seminars, General meetings, etc. at the individual’s own expense.

All of the above are contingent on the payment, by the Affiliate to the Society of the appropriate National Membership Subscriptions as determined by the Council or, of the Membership Subscription requested by the Overseas Membership Secretary.

14 The Obligations of Affiliates to Each Other & to the Society:
In order to assist with the fulfilment the Objects of the Society, the sharing of ideas and the mutual involvement of members is essential. This will involve:
(a) the interchange of any newsletters between (at least), Affiliate & Affiliate and Affiliate &
National, secretaries and editors and the National President.
(b) Where appropriate, the mutual attendance at meetings, exhibiting and judging at shows, etc.
(c) Any other ways in which we can appropriately support each other.

15 The liability of any member of the Society to contribute to the debts and liabilities of the Society, or to the costs, charges and expenses of the winding up of the Society, is limited to the amount, if any, unpaid by the member in respect of affiliation fees of the Society.

AFFILIATES
16 For the purpose of developing regional interest in camellias and otherwise furthering the objects of the Society, the Council may authorise the admission of Affiliates, whose members become members of the Society through that Affiliate.

17 Each Affiliate shall form and conduct its own organisation subject to this Constitution.

18 Activities of the Affiliates, which might interfere with the interests and policy of Council or other Affiliates, are expressly subject to the action and direction of Council.

19 No Affiliate, or any officer or person on behalf of any Affiliate, shall make any public statement concerning camellias or the Society, or the policy of the Society in any circumstances from which it might be inferred that such Affiliate or person is speaking for the Society, without making it clear that such statement is not made on behalf of, or authorised by, the Society.

DISCIPLINING OF MEMBERS
20 The procedure for disciplining members shall be determined by Council. Any person may appeal against any disciplinary decision of Council, and may do so at the Annual General Meeting.

Part III
NATIONAL COUNCIL

21 All elected representatives of the Affiliates, the National President, National Vice President, National Secretary, National Treasurer, National Editor, and the Immediate Past President shall comprise the Management Committee, which shall be called National Council. Other past presidents are, ex-officio, non-voting members of the National Council.

POWERS OF NATIONAL COUNCIL
22 National Council shall, subject to the Constitution of Camellias Australia Incorporated, control the affairs and business of the Society, and without in any way limiting the generality of its powers, National Council has the power:
(a) (i) To control all financial matters.
(ii) Council shall not initiate or permit to be initiated any special projects, including expanded publication, unless the means of funding such special projects have been clearly established and firmly defined.
(iii) If Council’s approval is sought for the creation, manufacture or publication of any item or document for distribution among the Society’s members or otherwise, such approval must be on the understanding that the responsibility for the distribution and accounting for such items remains with the initiator of the proposal.
(b) To appoint sub-committees.
(c) To define members of all categories.
(d) To choose times and places of meetings and prepare agendas thereof.
(e) To authorise the admission of Affiliates, and to the use of the words “Camellias Australia” in the titles of such Affiliates, and to withdraw that authorisation if the Affiliate ceases to qualify as such a body under this Constitution.
(f) To promote camellia shows, competitions and functions.
(g) To acquire by purchase or otherwise, to sell, to give away, mortgage, lease, borrow money with or without security, and to appoint trustees and remove them from office.
(h) To invest or lend funds in such manner and on such terms as the Council may think fit.
(i) To make a levy which must be uniform over all members of a particular category.
(j) (i) To administer all National Awards for persons, and to grant such awards to those deserving of them, either to a person or in appropriate circumstances, to persons conjointly.
(ii) From time to time to create other awards as Council may think fit.
(iii) To appoint annually an Awards Committee to make recommendations to Council on awards. The relevant Committee will consist of at least four and not more than five members who hold any National Award, or who have held the office of President or Vice-President of the Society.
(iv) To appoint any other member of an Affiliate to the Awards Committee, who is willing and able should there be not sufficient members qualified as above and available to be appointed, and to appoint a Chairperson.
(v) To make and alter, within the framework of this Constitution, rules relating to awards as Council may deem appropriate, provided, however, that:

The E. G. Waterhouse Award remains basically for outstanding achievement in Australia, in regard to knowledge of the genus Camellia in scientific and botanical fields, including nomenclature investigation and practical research into culture and care;

The Walter Hazlewood Award of Honour remains basically for exceptional service to the Society in the development of community regard for camellias, particularly in the fields of administration, the creation, distribution and recording of publications and for the making of common rules for displaying and judging camellias.

(vi) Each award may be made not more frequently than annually.
(vii) Nominations for the Society’s Awards must be submitted by an Affiliate not less than one month prior to the Annual General Meeting.
(viii) The membership categories Fellows and Patrons, and their appointment, are to be treated in the same manner as other Society Awards.
(ix) Nothing in this clause shall affect the right of an Affiliate to make its own award rules, applicable within the Affiliate.

23 National Council has power by unanimous vote, to co-opt, without voting rights, any other member of the Society it thinks fit, as an additional member of National Council.

ELECTION OF OFFICERS
24 Each year Council shall elect from its members, and/or from the membership of Affiliates, a National President, a National Vice-President, a National Secretary, a National Treasurer, and a National Editor (called Office-bearers). The Immediate-Past President shall be an Office-bearer.

25 The term of each Office-bearer extends from the time of election or appointment until the next election of Office-bearers, or as may be decided by Council. The term of each ordinary Councillor extends for twelve months from the time of election.

26 (a) (i) The election of Office-bearers for National Council for the coming term shall take place at the Annual National Council Meeting.
(ii) Nominations may be received at the Annual National Council Meeting, at any time prior to the election, for any office.
(iii) In the event of an office not being filled, or of a casual vacancy, the Office-bearers have the power to make an appointment to the vacant office, to be valid until the next Annual National Council Meeting.
(iv) In the event of an equality of votes for any of the offices, the National Secretary shall decide the voting by lot.
(b) All Office-bearers shall vacate their positions at the end of each term but are eligible for re-election, however, a National President shall not serve more than three consecutive terms in that office.
(c) A casual vacancy (not being an Office-bearer) of National Council, shall be filled by the Affiliate whose Councillor caused the vacancy.
(d) Periods and dates of all election procedures may be varied by the Council from time to time, and by the President in a particular case where the President believes it desirable to do so.

APPOINTMENTS
27 Council may appoint a Registrar, Membership Secretaries, an Assistant National Secretary, an Assistant National Treasurer, an Assistant National Editor and any other officer as it may think fit. Subject to a Council decision otherwise, all appointments other than auditor will be as voting members of Council, with the proviso that should any person hold more than one position on Council they will only have one vote.

ELECTION OF COUNCILLORS BY AFFILIATES
28 Each Affiliate of the Society shall elect its National Councillor(s) for each year at its Annual General Meeting, or at a Meeting of its Executive Committee, and shall advise the National Secretary, within 1 month, the names of those elected. Each Affiliate with more than 15 members is entitled to 2 Councillors, all others to 1 Councillor.

DUTIES OF OFFICERS
29 (a) The National President is the administrative head of the Society and shall direct its affairs under the general direction of National Council. The National President is a member ex-officio of all standing and special committees of National Council.
(b) The National Vice-President shall act as consultant to the President and shall stand in the place of the President during the President’s absence.
(c) The National Secretary is the executive officer of the Council and custodian of its books and records. The National Secretary shall conduct correspondence relating to the Council’s affairs, act as liaison officer with the officers of Affiliates, issue and transmit notices of meetings, issue notices of elections and receive, record and declare ballots and polls, and perform such other duties as may be required of the National Secretary by National Council.
(d) (i) The National Treasurer shall receive and account for all monies of National Council and make and care for such investments as may be directed by National Council. The National Treasurer shall submit a true account of receipts and payments in any form requested by Council at the end of the Society’s year, and such current accounts as the Council may require from time to time. The Council may require the accounts to be audited at any time and shall require an audit to be taken at the end of each Society financial year.
(ii) The income and property of the Society shall be applied towards the promotion of the objects as set forth in this Constitution, and no portion thereof shall be paid or transferred directly by way of dividend or bonus as a profit to members.
(e) The National Editor has general supervision of the editing, publishing and distribution of the Society’s publications under the general control and direction of Council.

PART IV
MEETINGS

30 Where practicable, the Council shall meet by the Direct Members convening in person at a time and place notified by the National Secretary, and each member present in person, or by proxy, has one vote.

GENERAL MEETINGS OF COUNCIL
31 The National Secretary shall give to all members not less than 21 days notice of a General Meeting, and of any motions to be moved at that meeting.

32 The National Secretary may give notice of a General Meeting, by serving it to the member personally, or by posting it to the address of the member appearing on the register of members, by ordinary mail.

33 At a General Meeting, fifty per cent (50%) of members in person, or by proxy, constitutes a quorum.

34 One Council Meeting in each year shall be the Annual General Meeting of National Council, and shall be called the Annual National Council Meeting.

35 Notice of business should preferably be given in the notice convening the meeting, and a copy of such notice (and after the meeting a copy of the minutes of the meeting including any resolutions passed) shall be sent to all members of Council, and to the Secretary of each Affiliate.

36 The National President, or in the President’s absence the National Vice-President, or then the Immediate Past President, is Chairperson of each General Meeting of National Council. In their absence, the Council may, by a majority vote, elect any of its members to be Chairperson for such meeting.

ANNUAL GENERAL MEETING OF COUNCIL (AGM)
37 Council shall convene an Annual General Meeting of its members within the period of six months of the expiration of each financial year of the Society.

38 The Annual General Meeting of the Council shall, subject to the Act and to clause 37 of this Constitution, be convened at such place and time as Council decides.

39 The expenses incurred in holding the Annual General Meeting of National Council (such as rent for the meeting room or cost of a meal for the Councillors during the course of the meeting) are the responsibility of the Affiliate that is the host. Council may make grants of money towards defraying such costs which should be the subject of a resolution at the previous Annual General Meeting.

40 The business at an Annual General Meeting shall be:
(a) To confirm the minutes of the preceding Annual General Meeting and those of any Special General Meeting held since that meeting.
(b) To receive from Council, reports upon the activities of Council during the preceding financial year.
(c) To elect officers of the Council, and make appointments by a simple majority of members present and voting, or voting by proxy.
(d) To set the National Membership Subscription paid by the Affiliates for membership categories Single, Household, Association.
(e) General Business.

SPECIAL GENERAL MEETINGS OF COUNCIL
41 Where it is not practicable for Councillors to meet in person, a meeting called a Special Meeting shall be held under the following procedure:
(a) The National Secretary shall, within thirty days, send a copy of such notice to each voting member of Council, together with a voting paper to be returned, and having received such votes, shall declare the result, together with the names of those voting for and against the resolution, to all members of Council and to all Secretaries of Affiliates.
(b) Any vote not received within eight weeks from the date upon which the notice calling the meeting is sent out to Councillors, is informal.
(c) A motion put to a Special General Meeting is carried by a two-thirds majority of formal votes, provided that a motion to amend the Constitution is carried by a three-fourths majority of formal votes. In either case, the majority required is calculated by reference to the number of votes received by the National Secretary in the prescribed time.
(d) A quorum shall consist of the return of fifty per cent (50%) of votes from all eligible voting members of Council.

42 (a) A Special General Meeting of Council may be convened by the President and/or Secretary at any time.
(b) When requested to do so in writing from not less than five members of National Council or two Direct Members of the Society, the Secretary shall, within thirty days, convene a Special General Meeting.

43 A Special General Meeting shall not be used to make important awards, or to allot such trophies/awards Council has the power to bestow.

URGENT BUSINESS
44 Should any matter arise which in the opinion of the National President is urgent and cannot satisfactorily wait to be dealt with by a Council meeting, the President may, after such consultation with other Officers of the Council as the President thinks fit, make decisions which are deemed to be decisions of the Council, but the President must as soon as practicable place the matter before the Council for such action as the Council may determine.

VOTING
45 Unless otherwise stated, voting is by simple majority and the Chairperson does not have a casting vote. In the event of a tied vote the status quo remains.

PROXIES
46 At all General Meetings of National Council, any member entitled to vote may either vote in person or by a legally constituted agent (called a proxy). Appointment of a proxy may be for a particular meeting, or in the case of an absence, for the period of absence.

47 A proxy may not only vote on behalf of the principal but has and is entitled to exercise at a General Meeting of the Council for which the proxy is held, all other powers of a Council member to which that principal would be entitled if that person were present in person, but if that principal is an Office-bearer, then no exercise of the office and powers of the Office-bearer is allowed.

48 A proxy may be appointed by an Affiliate. An Office-bearer or appointee may appoint his or her own proxy in whatever manner they may elect.

49 A letter or note of appointment which need not be in any particular form, signed by an Office-bearer or the Affiliate, is conclusive evidence of such appointment, but is not required if a simple majority of other Council members present at a meeting in person or by proxy expresses itself satisfied with such appointment.

50 A proxy may be appointed to act as agent for more than one principal and may vote separately for each.

51 A proxy need not be a resident or member of an Affiliate of the state in which a meeting is held, but shall be a member of Camellias Australia Incorporated.

52 The authority of a proxy extends to the adjournment of any meeting for which that appointment is held.

PART V
MISCELLANEOUS

AMENDMENTS TO THE CONSTITUTION
53 This Constitution may be amended by a resolution passed by a majority of not less than three-fourths of voting members of Council, whether General or Special, of which one month’s notice of the resolution as an amendment to the Constitution has been duly given.

COMMON SEAL
54 The Society shall have a common seal on which its corporate name shall appear in legible characters.

55 The common seal of the Society shall not be used without the express authority of Council, and every use of the common seal shall be recorded in the minute book used for Council and General Meetings.

AUDITOR
56 The Council shall appoint an Auditor who may be a member of the Society but should be an accountant.

PUBLIC OFFICER
57 Council shall appoint a Public Officer who shall be a member of National Council and shall be a resident of the State of incorporation.

INSPECTION OF RECORDS
58 A member may at any reasonable time, without charge, inspect the books, records and documents of the Society.

WIND-UP PROVISIONS
59 If upon winding-up or dissolution of the Society, there remains, after the satisfaction of all of its debts and liabilities, any property whatever, the same shall not be paid to or distributed among members, but shall be given or transferred to an incorporated organisation or organisations with similar objectives to those of Camellias Australia Incorporated.

________________________________

ASSOCIATIONS INCORPORATION ACT, 1984 (NSW)

CONSTITUTION OF CAMELLIAS AUSTRALIA INCORPORATED
(formerly the Australian Camellia Research Society Incorporated)

NAME
1 The name of the Association shall be “Camellias Australia Incorporated”.

STATEMENT OF OBJECTS
2 The objects of Camellias Australia Incorporated are to encourage investigation and research into
matters concerning the genus Camellia, to collect information and publish the findings, and by
appropriate means to make the genus, its species, hybrids and cultivars known and appreciated
throughout Australia.

PART 1
PRELIMINARY

INTERPRETATION
3 This Constitution was adopted by resolution of a Special General Meeting, and confirmed on the
17th day of June, 2002. Revisions were made on 26 September 2003, 18 August 2006 and 29 August
2008. The name was changed to Camellias Australia Incorporated by resolution of a Special General
Meeting held on 14 November, 2005.
4 The Association’s financial year runs from 1 June to 31 May.
5 The term “Society” shall refer to “Camellias Australia Incorporated”.
6 “The Act” means the “New South Wales Associations Incorporation Act, 1984” including any
amendment thereof.
7 “Council” means the “National Council” of the Society.
8 “Councillor” means a member of the National Council.
9 The term “Affiliate” refers to an Affiliated Body, incorporated or unincorporated, of Camellias
Australia Incorporated, as authorised by National Council.
10 The Annual General Meeting of the Association shall be called the Annual National Council
Meeting.

PART II
MEMBERSHIP
11 Members of Camellias Australia Incorporated shall be in two categories,
(a) Direct and (b) Indirect.
Direct members shall be the Affiliates, who, through their appointed or elected representatives as
directed in their respective constitutions, shall be voting members of the Society. The other voting
members will be the Office-bearers and Fellows.
Indirect and non-voting membership of the Society occurs through general membership of the
Affiliates, and Overseas Membership.

12 Any person or organisation interested in the objects of the Society may be admitted to membership
through an Affiliate. Categories of Indirect Membership are:
(a) Single members.
(b) Household members, being those individuals who form a group, and their children under age 18,
each group being entitled to the rights and privileges of two single memberships but to receive one
set of publications.
(c) Associations, which shall have the same privileges as household members.
(d) Fellows, being those whom the Society has appointed as Fellows, in recognition of achievement
in the special fields of the Society, and who pay no annual subscription. Fellows shall, ex-officio, be
Councillors of the Society, but may not appoint a proxy.

(e) Life Subscribers, being those accepted as such before 27 September 2003, and who pay no
annual National Membership Subscription.
(f) Honorary Members, being those nominated by the Society for services rendered, and who will
pay no National Membership Subscription.
(g) Overseas Members, being those admitted by the Overseas Membership Secretary.
(h) Patrons, being those who, because of their position in the community and/or interest in the
Society, have been asked and have consented to become Patrons.

13 The Obligations of the Society to its Affiliates are:
(a) The provision, direct to all financial members of the Affiliates, of publications such as Camellia
News.
(b) The facilitation, through an Overseas Membership Secretary, of membership of Overseas
Camellia Societies.
(c) The facilitation, by access to a National Registrar, of registration of new camellia cultivars.
(d) The facilitation of access to, and participation in, the various activities of the Society such as
Congresses, Seminars, General meetings, etc. at the individual’s own expense.

All of the above are contingent on the payment, by the Affiliate to the Society of the appropriate
National Membership Subscriptions as determined by the Council or, of the Membership
Subscription requested by the Overseas Membership Secretary.

14 The Obligations of Affiliates to Each Other & to the Society:
In order to assist with the fulfilment the Objects of the Society, the sharing of ideas and the mutual
involvement of members is essential. This will involve:
(a) the interchange of any newsletters between (at least), Affiliate & Affiliate and Affiliate &
National, secretaries and editors and the National President.
(b) Where appropriate, the mutual attendance at meetings, exhibiting and judging at shows, etc.
(c) Any other ways in which we can appropriately support each other.

15 The liability of any member of the Society to contribute to the debts and liabilities of the Society, or
to the costs, charges and expenses of the winding up of the Society, is limited to the amount, if any,
unpaid by the member in respect of affiliation fees of the Society.

AFFILIATES
16 For the purpose of developing regional interest in camellias and otherwise furthering the objects of
the Society, the Council may authorise the admission of Affiliates, whose members become members
of the Society through that Affiliate.

17 Each Affiliate shall form and conduct its own organisation subject to this Constitution.

18 Activities of the Affiliates, which might interfere with the interests and policy of Council or other
Affiliates, are expressly subject to the action and direction of Council.

19 No Affiliate, or any officer or person on behalf of any Affiliate, shall make any public statement
concerning camellias or the Society, or the policy of the Society in any circumstances from which it
might be inferred that such Affiliate or person is speaking for the Society, without making it clear
that such statement is not made on behalf of, or authorised by, the Society.

DISCIPLINING OF MEMBERS
20 The procedure for disciplining members shall be determined by Council. Any person may appeal
against any disciplinary decision of Council, and may do so at the Annual General Meeting.

Part III
NATIONAL COUNCIL
21 All elected representatives of the Affiliates, the National President, National Vice President, National
Secretary, National Treasurer, National Editor, and the Immediate Past President shall comprise the
Management Committee, which shall be called National Council. Other past presidents are, ex-
officio, non-voting members of the National Council.

POWERS OF NATIONAL COUNCIL
22 National Council shall, subject to the Constitution of Camellias Australia Incorporated, control the
affairs and business of the Society, and without in any way limiting the generality of its powers,
National Council has the power:
(a) (i) To control all financial matters.
(ii) Council shall not initiate or permit to be initiated any special projects, including expanded
publication, unless the means of funding such special projects have been clearly established and
firmly defined.
(iii) If Council’s approval is sought for the creation, manufacture or publication of any item or
document for distribution among the Society’s members or otherwise, such approval must be on the
understanding that the responsibility for the distribution and accounting for such items remains with
the initiator of the proposal.
(b) To appoint sub-committees.
(c) To define members of all categories.
(d) To choose times and places of meetings and prepare agendas thereof.
(e) To authorise the admission of Affiliates, and to the use of the words “Camellias Australia” in the
titles of such Affiliates, and to withdraw that authorisation if the Affiliate ceases to qualify as such a
body under this Constitution.
(f) To promote camellia shows, competitions and functions.
(g) To acquire by purchase or otherwise, to sell, to give away, mortgage, lease, borrow money with
or without security, and to appoint trustees and remove them from office.
(h) To invest or lend funds in such manner and on such terms as the Council may think fit.
(i) To make a levy which must be uniform over all members of a particular category.
(j) (i) To administer all National Awards for persons, and to grant such awards to those deserving of
them, either to a person or in appropriate circumstances, to persons conjointly.
(ii) From time to time to create other awards as Council may think fit.
(iii) To appoint annually an Awards Committee to make recommendations to Council on awards.
The relevant Committee will consist of at least four and not more than five members who hold any
National Award, or who have held the office of President or Vice-President of the Society.
(iv) To appoint any other member of an Affiliate to the Awards Committee, who is willing and
able should there be not sufficient members qualified as above and available to be appointed, and to
appoint a Chairperson.
(v) To make and alter, within the framework of this Constitution, rules relating to awards as
Council may deem appropriate, provided, however, that:

The E. G. Waterhouse Award remains basically for outstanding achievement in Australia, in
regard to knowledge of the genus Camellia in scientific and botanical fields, including nomenclature
investigation and practical research into culture and care;

The Walter Hazlewood Award of Honour remains basically for exceptional service to the
Society in the development of community regard for camellias, particularly in the fields of
administration, the creation, distribution and recording of publications and for the making of
common rules for displaying and judging camellias.

(vi) Each award may be made not more frequently than annually.
(vii) Nominations for the Society’s Awards must be submitted by an Affiliate not less than one
month prior to the Annual General Meeting.

(viii) The membership categories Fellows and Patrons, and their appointment, are to be treated
in the same manner as other Society Awards.
(ix) Nothing in this clause shall affect the right of an Affiliate to make its own award rules,
applicable within the Affiliate.

23 National Council has power by unanimous vote, to co-opt, without voting rights, any other member
of the Society it thinks fit, as an additional member of National Council.

ELECTION OF OFFICERS
24 Each year Council shall elect from its members, and/or from the membership of Affiliates, a National
President, a National Vice-President, a National Secretary, a National Treasurer, and a National
Editor (called Office-bearers). The Immediate-Past President shall be an Office-bearer.

25 The term of each Office-bearer extends from the time of election or appointment until the next
election of Office-bearers, or as may be decided by Council. The term of each ordinary Councillor
extends for twelve months from the time of election.

26 (a) (i) The election of Office-bearers for National Council for the coming term shall take place at
the Annual National Council Meeting.
(ii) Nominations may be received at the Annual National Council Meeting, at any time prior to
the election, for any office.
(iii)
In the event of an office not being filled, or of a casual vacancy, the Office-bearers
have the power to make an appointment to the vacant office, to be valid until the next Annual
National Council Meeting.
(iv) In the event of an equality of votes for any of the offices, the National Secretary shall decide
the voting by lot.
(b) All Office-bearers shall vacate their positions at the end of each term but are eligible for re-
election, however, a National President shall not serve more than three consecutive terms in that
office.
(c) A casual vacancy (not being an Office-bearer) of National Council, shall be filled by the Affiliate
whose Councillor caused the vacancy.
(d) Periods and dates of all election procedures may be varied by the Council from time to time, and
by the President in a particular case where the President believes it desirable to do so.

APPOINTMENTS
27 Council may appoint a Registrar, Membership Secretaries, an Assistant National Secretary, an
Assistant National Treasurer, an Assistant National Editor and any other officer as it may think fit.
Subject to a Council decision otherwise, all appointments other than auditor will be as voting
members of Council, with the proviso that should any person hold more than one position on Council
they will only have one vote.

ELECTION OF COUNCILLORS BY AFFILIATES
28 Each Affiliate of the Society shall elect its National Councillor(s) for each year at its Annual General
Meeting, or at a Meeting of its Executive Committee, and shall advise the National Secretary, within
1 month, the names of those elected. Each Affiliate with more than 15 members is entitled to 2
Councillors, all others to 1 Councillor.

DUTIES OF OFFICERS
29 (a) The National President is the administrative head of the Society and shall direct its affairs under
the general direction of National Council. The National President is a member ex-officio of all
standing and special committees of National Council.
(b) The National Vice-President shall act as consultant to the President and shall stand in the place of
the President during the President’s absence.
(c) The National Secretary is the executive officer of the Council and custodian of its books and
records. The National Secretary shall conduct correspondence relating to the Council’s affairs, act as

liaison officer with the officers of Affiliates, issue and transmit notices of meetings, issue notices of
elections and receive, record and declare ballots and polls, and perform such other duties as may be
required of the National Secretary by National Council.
(d) (i) The National Treasurer shall receive and account for all monies of National Council and
make and care for such investments as may be directed by National Council. The National Treasurer
shall submit a true account of receipts and payments in any form requested by Council at the end of
the Society’s year, and such current accounts as the Council may require from time to time. The
Council may require the accounts to be audited at any time and shall require an audit to be taken at
the end of each Society financial year.
(ii) The income and property of the Society shall be applied towards the promotion of the objects
as set forth in this Constitution, and no portion thereof shall be paid or transferred directly by way of
dividend or bonus as a profit to members.
(e) The National Editor has general supervision of the editing, publishing and distribution of the
Society’s publications under the general control and direction of Council.

PART IV
MEETINGS
30 Where practicable, the Council shall meet by the Direct Members convening in person at a time and
place notified by the National Secretary, and each member present in person, or by proxy, has one
vote.

GENERAL MEETINGS OF COUNCIL
31 The National Secretary shall give to all members not less than 21 days notice of a General Meeting,
and of any motions to be moved at that meeting.

32 The National Secretary may give notice of a General Meeting, by serving it to the member
personally, or by posting it to the address of the member appearing on the register of members, by
ordinary mail.

33 At a General Meeting, fifty per cent (50%) of members in person, or by proxy, constitutes a quorum.

34 One Council Meeting in each year shall be the Annual General Meeting of National Council, and
shall be called the Annual National Council Meeting.

35 Notice of business should preferably be given in the notice convening the meeting, and a copy of
such notice (and after the meeting a copy of the minutes of the meeting including any resolutions
passed) shall be sent to all members of Council, and to the Secretary of each Affiliate.

36 The National President, or in the President’s absence the National Vice-President, or then the
Immediate Past President, is Chairperson of each General Meeting of National Council. In their
absence, the Council may, by a majority vote, elect any of its members to be Chairperson for such
meeting.

ANNUAL GENERAL MEETING OF COUNCIL (AGM)
37 Council shall convene an Annual General Meeting of its members within the period of six months of
the expiration of each financial year of the Society.

38 The Annual General Meeting of the Council shall, subject to the Act and to clause 37 of this
Constitution, be convened at such place and time as Council decides.

39 The expenses incurred in holding the Annual General Meeting of National Council (such as rent for
the meeting room or cost of a meal for the Councillors during the course of the meeting) are the
responsibility of the Affiliate that is the host. Council may make grants of money towards defraying
such costs which should be the subject of a resolution at the previous Annual General Meeting.

40 The business at an Annual General Meeting shall be:
(a) To confirm the minutes of the preceding Annual General Meeting and those of any Special
General Meeting held since that meeting.
(b) To receive from Council, reports upon the activities of Council during the preceding financial
year.
(c) To elect officers of the Council, and make appointments by a simple majority of members present
and voting, or voting by proxy.
(d) To set the National Membership Subscription paid by the Affiliates for membership categories
Single, Household, Association.
(e) General Business.

SPECIAL GENERAL MEETINGS OF COUNCIL
41 Where it is not practicable for Councillors to meet in person, a meeting called a Special Meeting
shall be held under the following procedure:
(a) The National Secretary shall, within thirty days, send a copy of such notice to each voting
member of Council, together with a voting paper to be returned, and having received such votes,
shall declare the result, together with the names of those voting for and against the resolution, to all
members of Council and to all Secretaries of Affiliates.
(b) Any vote not received within eight weeks from the date upon which the notice calling the
meeting is sent out to Councillors, is informal.
(c) A motion put to a Special General Meeting is carried by a two-thirds majority of formal votes,
provided that a motion to amend the Constitution is carried by a three-fourths majority of formal
votes. In either case, the majority required is calculated by reference to the number of votes received
by the National Secretary in the prescribed time.
(d) A quorum shall consist of the return of fifty per cent (50%) of votes from all eligible voting
members of Council.

42 (a) A Special General Meeting of Council may be convened by the President and/or Secretary at any
time.
(b) When requested to do so in writing from not less than five members of National Council or two
Direct Members of the Society, the Secretary shall, within thirty days, convene a Special General
Meeting.

43 A Special General Meeting shall not be used to make important awards, or to allot such trophies/
awards Council has the power to bestow.

URGENT BUSINESS
44 Should any matter arise which in the opinion of the National President is urgent and cannot
satisfactorily wait to be dealt with by a Council meeting, the President may, after such consultation
with other Officers of the Council as the President thinks fit, make decisions which are deemed to be
decisions of the Council, but the President must as soon as practicable place the matter before the
Council for such action as the Council may determine.

VOTING
45 Unless otherwise stated, voting is by simple majority and the Chairperson does not have a casting
vote. In the event of a tied vote the status quo remains.

PROXIES
46 At all General Meetings of National Council, any member entitled to vote may either vote in person
or by a legally constituted agent (called a proxy). Appointment of a proxy may be for a particular
meeting, or in the case of an absence, for the period of absence.

47 A proxy may not only vote on behalf of the principal but has and is entitled to exercise at a General
Meeting of the Council for which the proxy is held, all other powers of a Council member to which
that principal would be entitled if that person were present in person, but if that principal is an
Office-bearer, then no exercise of the office and powers of the Office-bearer is allowed.
48 A proxy may be appointed by an Affiliate. An Office-bearer or appointee may appoint his or her own
proxy in whatever manner they may elect.

49 A letter or note of appointment which need not be in any particular form, signed by an Office-bearer
or the Affiliate, is conclusive evidence of such appointment, but is not required if a simple majority
of other Council members present at a meeting in person or by proxy expresses itself satisfied with
such appointment.

50 A proxy may be appointed to act as agent for more than one principal and may vote separately for
each.

51 A proxy need not be a resident or member of an Affiliate of the state in which a meeting is held, but
shall be a member of Camellias Australia Incorporated.

52 The authority of a proxy extends to the adjournment of any meeting for which that appointment is
held.

PART V
MISCELLANEOUS

AMENDMENTS TO THE CONSTITUTION
53 This Constitution may be amended by a resolution passed by a majority of not less than three-fourths
of voting members of Council, whether General or Special, of which one month’s notice of the
resolution as an amendment to the Constitution has been duly given.

COMMON SEAL
54 The Society shall have a common seal on which its corporate name shall appear in legible characters.

55 The common seal of the Society shall not be used without the express authority of Council, and every
use of the common seal shall be recorded in the minute book used for Council and General Meetings.

AUDITOR
56 The Council shall appoint an Auditor who may be a member of the Society but should be an
accountant.

PUBLIC OFFICER
57 Council shall appoint a Public Officer who shall be a member of National Council and shall be a
resident of the State of incorporation.

INSPECTION OF RECORDS
58 A member may at any reasonable time, without charge, inspect the books, records and documents of
the Society.

WIND-UP PROVISIONS
59 If upon winding-up or dissolution of the Society, there remains, after the satisfaction of all of its
debts and liabilities, any property whatever, the same shall not be paid to or distributed among
members, but shall be given or transferred to an incorporated organisation or organisations with
similar objectives to those of Camellias Australia Incorporated.

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