CONSTITUTION OF THE RETURNED & SERVICES LEAGUE OF AUSTRALIA (QUEENSLAND BRANCH) APPENDIX B STATE CONGRESS AND SPECIAL GENERAL MEETINGS INDEX B1. Circulating Resolutions... 2 B2. Notice of a State Congress or a General Meeting... 2 B3. How Notice of State Congress and General Meetings is to be given... 2 B4. Period of Notice for State Congress and General Meetings... 2 B5. Content of Notice of General Meeting... 3 B6. Notice of Adjourned Meeting... 3 B7. Accidental Omission to Give notice... 3 B8. Postponement of General Meeting... 3 B9. Technology... 3 B10. Proceedings at State Congress and Special General Meetings... 3 B11. State Congress Specific Provisions... 6 B12. Minutes... 7 Page 1 of 7
B1. Circular Resolutions 1. This Clause applies to resolutions which this Constitution requires or permits to be passed at a General Meeting. 2. RSL QLD may pass a resolution without a General Meeting being held if the State President, or in his absence, the Deputy President or Vice President and all the Presidents of all of the District Branches and Sub-Branches representing the Members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. 3. Separate copies of a document may be used for signing if the wording of the resolution and statement is identical in each copy. 4. The resolution is passed by ordinary resolution when the last person required signs. 5. If RSL QLD receives by electronic mail a copy of a document referred to in this Clause, it may assume that the copy is a true copy. B2. Notice of a State Congress or a General Meeting 1. Written notice of a State Congress or a General Meeting of RSL QLD must be given to each: member of the Board; District Branch; and Sub-Branch. 2. No other person is entitled to receive notice of a State Congress or a General Meeting. B3. How Notice of State Congress and General Meetings is to be given Notice of a State Congress or General Meeting may be given: personally; by sending it by post to the address of each member of the Board, each District Branch, marked for the attention of the Secretary, and each Sub- Branch, marked for the attention of the Secretary; by sending it by electronic mail to each member of the Board and the Secretary of each District Branch and each Sub-Branch (if any) to the email address nominated by them. B4. Period of Notice for State Congress and General Meetings 1. Notice of a State Congress must be given in accordance with Clause B11(i) of this Appendix B. 2. Notice of a General Meeting must be given at least 14 days prior to the date on which the General Meeting is to be convened. Page 2 of 7
B5. Content of Notice of General Meeting A Notice of a General Meeting must: set out the place, date and time for the meeting (and, if the meeting is to be held in two (2) or more places, the technology that will be used); state the general nature of the meeting s business; if a Special Resolution is to be proposed at the meeting, highlight the proposal to seek a Special Resolution and specify the Special Resolution; and be worded and presented in a clear, concise and effective manner. B6. Notice of Adjourned Meeting When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 1 month or more. B7. Accidental Omission to Give notice The accidental omission to give notice of any General Meeting to or the non-receipt of the Notice by any person entitled to receive notice of a General Meeting under this Constitution does not invalidate the proceedings or any resolution passed at the meeting. B8. Postponement of General Meeting 1. The Board may postpone the holding of any General Meeting whenever it sees fit (other than a meeting requisitioned by Members) for not more than 28 days after the date on which it was originally called. 2. Whenever any meeting is postponed (as distinct from being adjourned) the same period of notice of the meeting must be given to persons entitled to receive notice of a meeting as if a new meeting were being called on the date to which the original meeting is postponed. B9. Technology RSL QLD may hold a meeting of its Members at two (2) or more venues using any technology that gives attendees as a whole a reasonable opportunity to participate. B10. Proceedings at State Congress and Special General Meetings 1. Quorum The State Congress and Special General Meetings may not transact any business unless a quorum of District Presidents and Delegates is present at the time of the meeting. District Presidents and Delegates representing half of the District Branches and half of the Sub-Branches of RSL QLD present and entitled to vote at the State Congress form a quorum. Page 3 of 7
2. Chairing General Meetings The State President must, where possible, chair each State Congress and all General Meetings. If the State President is not present at a meeting or is unable to preside over the meeting as Chair, the Deputy President must chair that meeting. If the State President and Deputy President are not present at a meeting or are unable to preside over the meeting as Chair, the Vice President must chair that meeting. If neither the President, Deputy President or Vice President are present at a meeting, or if none of them are able to preside as Chair at a meeting, the District Presidents and Delegates present must elect one of the remaining Directors present at the meeting who must preside as Chair at that meeting but only for the purpose of adjourning the meeting to a future date at which one of the Executive will be present and in a position to Chair the meeting. 3. Powers of the Chairman The Chairperson may temporarily vacate the chair at State Congress or a General Meeting in favour of another person present at any time and for any reason the Chairperson sees fit, and must do so if the Delegates are voting on the President's election or re-election. Subject to the terms of the Constitution regarding adjournment of meetings, the Chairperson's ruling on all matters relating to the order of business, procedure and conduct of State Congress or the General Meeting is final and no motion of dissent from a ruling of the Chairperson may be accepted. The Chairperson may, in his or her absolute discretion, refuse any person admission to a General Meeting, or expel a person from a General Meeting and not permit them to return, if the Chairperson reasonably considers that the person's conduct is inappropriate. Inappropriate conduct in a General Meeting may include, but is not limited to: (i) (ii) (iii) the use of offensive or abusive language which is directed to any person, object or thing; attendance at the meeting while under the influence of any kind of drug, or using or consuming any drug at the meeting, including any alcoholic substance; and/or possession of any article, including a recording device or other electronic device or a sign, banner or pamphlet, which the Chairperson considers is dangerous, offensive or disruptive or likely to become so. 4. Business at Adjourned Meetings Only unfinished business is to be transacted at a meeting resumed after an adjournment. Page 4 of 7
5. Voting by Proxy 6. Voting Proxy votes are not permitted at a State Congress or General Meeting. (e) Every District President and Delegate in attendance has one vote. Where the President is entitled to vote at the State Congress or General Meeting, the President has one deliberative vote only and does not have a second or casting vote. A motion arising at the State Congress or a General Meeting is to be decided by a majority vote of the President (if entitled to vote), the District Presidents and the Delegates present at the meeting and, if the votes are equal, the motion is decided in the negative. A resolution put to the vote of a meeting will be decided on a show of hands unless a poll is demanded before the result of the show of hands. Unless a poll is demanded: (i) (ii) a declaration by the Chairman that a resolution has on a show of hands been carried, or carried unanimously, or lost; and an entry to that effect made in the minutes of the meeting will be conclusive. (f) A poll may be demanded for a vote on any resolution being considered by: (i) (ii) the Chairperson; or a Delegate in attendance at the meeting. (g) (h) If a poll is duly demanded it will be taken in such manner as the Chairperson of that meeting directs. The result of the poll will be the resolution of the meeting at which the poll was demanded. Resolutions of State Congress and General Meetings are binding on the Members from the close of the meeting at which the resolution was passed. 7. Adjournment If within two (2) hours from the time appointed for State Congress or a General Meeting a quorum is not present, the meeting must be adjourned to another date, time and place as the Chairperson determines. If at the rescheduled meeting a quorum is not present within two (2) hours from the time appointed for the rescheduled meeting then the District Branch Presidents and the Delegates representing a quarter of the District Branches and a quarter of the Sub-Branches of RSL QLD in attendance will be deemed to be a quorum. If a quorum is still not present at the rescheduled meeting, the business to be conducted at that meeting will be carried over to the next State Congress. Page 5 of 7
8. Determination Any question arising at a State Congress or General Meeting relating to the order of business, procedure or conduct of that meeting must be referred to the Chairperson for that meeting, whose decision on the question is final. B11. State Congress Specific Provisions 1. The Board must cause notice of the State Congress to be provided to the parties identified in Clause B2 of this Appendix B not less than three calendar months prior to the date of the State Congress. 2. Motions for the State Congress may only be submitted by the Board, a District Branch or a Sub-Branch. 3. All motions are to be submitted to the State Secretary (or another person appointed by the Board) at least eight (8) weeks before the State Congress in the format approved by the Board. 4. The Board must provide a copy of each motion and the proposed resolutions to the District Branches and Sub-Branches at least four (4) weeks prior the State Congress. 5. The business of State Congress must include the following, even if not referred to in the notice of meeting: (e) (f) (g) (h) the consideration of the annual financial report, Directors reports and auditor s report; the election of the Executive, or any one or more of them, and the Directors; the fixing of Board Member Sitting Fees (if any); the fixing of honoraria for Board Members and/or State Councillors (if any); the appointment of the auditor; the fixing of the auditor s remuneration; the fixing of an amount to be made available to each Member of the Executive for use, at their absolute discretion, on the provision of welfare urgently required by serving and/or ex-serving men and women of the Australian Defence Forces and/or their dependents; and the fixing of Membership application fees and the annual Membership subscription fee. 6. All other business transacted at a State Congress and all business transacted at any other General Meeting is special business. 7. The business of State Congress also includes any other business which under this Constitution ought to be transacted at State Congress including motions received from the Board, State Council, District Branches and Sub-Branches. Page 6 of 7
8. The Chairperson of State Congress must allow a reasonable opportunity for all Delegates present at the meeting to ask questions about or make comments on the management of RSL QLD. 9. If RSL QLD's auditor or the auditor s representative is at State Congress, the Chairperson must allow a reasonable opportunity for all Delegates present at the meeting to ask the auditor or that representative, questions relevant to the conduct of the audit and the preparation and content of the auditor s report. B12. Minutes 1. The Board must keep minutes of each State Congress and each General Meeting in which is recorded: the proceedings and resolutions of each State Congress and each General Meeting; and the resolutions passed without a meeting. 2. The Board must cause a copy of the draft minutes of all State Congress and General Meetings to be forwarded to the Members within six (6) weeks of the State Congress or General Meeting as the case may be. 3. Upon confirmation of the minutes at the next meeting of the Members, the State President must sign the minutes evidencing that they are a true and accurate record of the meeting and the resolutions passed at the meeting. Page 7 of 7