CONSTITUTION WOMEN IN TOURISM and HOSPITALITY TASMANIA WITH Tasmania Constitution V1.1 24012014 1
1. NAME OF THE ASSOCIATION... 3 2. DEFINITIONS... 3 3. OFFICE OF THE ASSOCIATION... 4 4. OBJECTS AND PURPOSES OF THE ASSOCIATION... 3 5. MEMBERSHIP OF THE ASSOCIATION... 4 6. INCOME AND PROPERTY OF THE ASSOCIATION... 5 7. ACCOUNTS OF RECEIPTS AND EXPENDITURE... 6 8. BANKING AND FINANCE... 6 9. AUDITOR... 6 10. AUDIT OF ACCOUNTS... 7 11. ANNUAL GENERAL MEETING... 7 12. SPECIAL GENERAL MEETINGS... 7 13. NOTICES OF GENERAL MEETINGS... 8 14. BUSINESS AND QUORUM AT GENERAL MEETINGS... 8 15. CHAIRPERSON AT GENERAL MEETINGS... 8 16. AFFAIRS OF ASSOCIATION TO BE MANAGED BY A MANAGEMENT COMMITTEE... 9 17. CONSTITUTION OF THE COMMITTEE... 9 18. APPOINTMENT OF MEMBERS OF THE COMMITTEE... 9 19. MEETINGS OF THE COMMITTEE... 10 20. DISCLOSURE OF INTERESTS... 10 21. SUB-COMMITTEES... 11 22. MANAGEMENT COMMITTEE... 11 23. SERVICE OF NOTICES AND REQUISITIONS... 11 24. Dissolution... 12 WITH Tasmania Constitution V1.1 24012014 2
1. NAME OF THE ASSOCIATION The name of the Association is: Women in Tourism & Hospitality Tasmania 2. DEFINITIONS In these Rules, unless the context otherwise requires: "accounting records" includes invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers, and other documents of prime entry, and also includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts are made up; "annual general meeting" means an annual general meeting of the Association held under rule 11; "Association" means Women in Tourism & Hospitality Tasmania "auditor" means the person appointed as the auditor of the Association under rule 9; Committee" means the Management Committee Members referred to in Rule 16; "financial year" means the period of 12 months commencing 1 September in each year; "general meeting" means (a) an annual general meeting; or (b) a special general meeting; officer of the Association" means a person elected as Treasurer of the Association at an annual general meeting or appointed as an officer of the Association under rule 17(4); "ordinary business of an annual general meeting" means the business specified in rule 11(5); "ordinary Committee member" means a member of the Committee other than an officer of the Association; "special Management meeting" means a meeting of the Committee that is convened under rule 20(2) by the Chairperson or any 3 of the members of the Committee; "special general meeting" means a meeting of the Association, other than an annual general meeting, convened under Rule 12; "special resolution" means a resolution passed by a majority of not less than one third of such members of the Association entitled under the Constitution to vote as may be present in person at a general meeting of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with this Constitution. 3. OFFICE OF THE ASSOCIATION The office of the Association is to be at the address of the Public officer/treasurer or at any other place the Committee, from time to time, determines. 4. OBJECTS AND PURPOSES OF THE ASSOCIATION The objects of the Association are to promote development of Tourism & Hospitality by: WITH Tasmania Constitution V1.1 24012014 3
facilitating a network for women in the industry to enhance cooperation, facilitating educational and information forums, providing a scholarships for tourism & Hospitality students, and supporting various registered charities or aid organizations. These objectives will be achieved by :- Women supporting their colleagues, independently offering opportunities to youth and future generations. taking time to mentor and educate, to expand the tourism and hospitality industries, 5. MEMBERSHIP OF THE ASSOCIATION 4(1) The membership of the Association shall consist of the following classes of members:- (a) Full Members Confined to persons who: The Travel, Tourism and/or Hospitality industry will include the following categories: Travel Agents, Tour Operations, Accommodation Operators, Airlines, Coach/Rail Operators, Car Rental Organisations, Theme Parks, Catering Organisations and Restaurants, Convention Organisers, Tourist Industry Publishers, Government Tourist Bureau, Convention Organisations, Tourism related Retail Outlets. The term industry appearing herein shall be construed as a reference as set out above.and any other affiliated industries and organisations (b) Corporate Membership Confined to Incorporated Bodies which are: Are employed in Travel, Tourism, and/or Hospitality Industry The Travel, Tourism and/or Hospitality industry will include the following categories: Travel Agents, Tour Operations, Accommodation Operators, Airlines, Coach/Rail Operators, Car Rental Organisations, Theme Parks, Catering Organisations and Restaurants, Convention Organisers, Tourist Industry Publishers, Government Tourist Bureau, Convention Organisations, Tourism related Retail Outlets. The term industry appearing herein shall be construed as a reference as set out above. and any other affiliated industries and organisations. (c) Honorary Members Members who are no longer actively employed in the industry may be appointed as Honorary Members at the discretion of the Management Committee. Honorary Membership may also be appointed by way of gift or prize, or in return for services and /or resources donated to and benefiting the organisation. Honorary membership will be reviewed each twelve (12) months. Honorary Members have no voting rights. WITH Tasmania Constitution V1.1 24012014 4
(d) Associate Members (Corporate) Confined to persons involved in industry related services but who do not fully qualify under the membership criteria as set out in 4 (1) (a). In considering an application for Associate Membership the Management Committee will have regard to the contribution that such prospective Associate Member could make to the aims and objectives of the Association. Incorporated Bodies will be represented at meetings and functions by a/the nominee/s with the proviso that if the nominee/s is unable to attend a function, a replacement nominee/s may be nominated. Associate Members have no voting rights. (f) Student Members Confined to students studying Travel/Tourism & Hospitality subjects at a recognised educational establishment. Student Membership is limited to a maximum of two years. Student Members have no voting rights. Reduced membership fees may be applied. Any Student member with a minimum of 12 months membership may apply for the appropriate class of full membership provided that: (i) at the time of such application they are employed in the Travel and Tourism/Hospitality industry, (ii) are actively engaged in selling or promoting travel and tourism 4(2) The number of members in each class shall be unlimited 4(3) Members who have no voting rights may not stand for Committee. 4(4) Any member of any class may apply to the Management Committee to transfer to a different class of membership where appropriate. 6. INCOME AND PROPERTY OF THE ASSOCIATION (1) The income and property of the Association is to be applied solely as bona fide compensation for services rendered or expenses incurred on behalf of the organisation. (2) No portion of the income or property of the Association is to be paid or transferred to any member of the Association unless the payment or transfer is made in accordance with this rule. (3) The Association may (a) pay a servant or member of the Association (i) remuneration in return for services rendered to the Association, or for goods supplied to the Association, in the ordinary course of business of the servant or member; or (ii) remuneration that constitutes a reimbursement for out-of-pocket expenses incurred by the servant or member for any of the objects or purposes of the Association WITH Tasmania Constitution V1.1 24012014 5
7. ACCOUNTS OF RECEIPTS AND EXPENDITURE (1) The accounts of the Association are to be managed in the form and manner the Committee determines, provided always that the Association will: (a) Keep such accounting records as correctly record and explain the transactions of the Association (including any transactions as trustee) and the financial position of the Association, including details of each asset and liability of the Association; and (b) Keep the accounting records in such manner as will enable (i) The preparation from time to time of true and fair accounts of the Association; and (ii) The accounts of the Association to be conveniently and properly audited in accordance with the Act (2) The accounts are to be open to inspection by the members of the Association at any reasonable time, and in any reasonable manner, determined by the Committee. (3) The Committee may delegate the role of keeping all accounting records and general records connected with the business of the Association to a member of the Comittee and/or to a servant of the Association. (4) The accounts and accounting records are to be kept at the Association's office or at any other place the Committee determines from time to time. 8. BANKING AND FINANCE (1) The Committee shall arrange for the receipt of all moneys paid to the Association and for the issue of receipts for same. (2) The Committee shall cause to be opened with such bank as the Committee selects a banking account in the name of the Association into which all moneys received shall be paid as soon as possible after receipt thereof. (3) The Committee may receive from the Association s bank or bankers for the time being the cheques drawn by the Association on any of its accounts with the bank or bankers and may release and indemnify the bank or bankers from and against all claims, actions, suits, or demands that may be brought against the bank or bankers arising directly or indirectly out of those cheques or the surrender thereof to the Association. (4) The Committee may make such arrangements for the control of the funds of the Association as it, from time to time, deems expedient. (5) All cheques, draft, bills of exchange, promissory notes, and other negotiable instruments shall be signed on behalf of the Association by at least two persons who are so authorised, from time to time, by the Committee WITH Tasmania Constitution V1.1 24012014 6
9. AUDITOR (1) At each annual general meeting, the members of the Association present at the meeting are to appoint a person as the auditor of the Association. (2) If an auditor is not appointed at an annual general meeting under sub rule (1), the Committee is to appoint a person as the auditor of the Association as soon as practicable after that annual general meeting. (3) The appointed auditor is to hold office until the next annual general meeting and is eligible for re-appointment. (4) The auditor may only be removed from office by special resolution. (5) If a casual vacancy occurs in the office of auditor, the Committee is to appoint a person to fill the vacancy until the next annual general meeting. 10. AUDIT OF ACCOUNTS (1) The auditor is to audit the financial affairs of the Association at least once in each financial year of the Association. 11. ANNUAL GENERAL MEETING (1) The Association is to hold an annual general meeting each year. (2) An annual general meeting is to be held on any day (being not later than the end of September in each year) the Committee determines. (3) An annual general meeting is to be in addition to any other general meeting that may be held in the same year. (4) The notice convening an annual general meeting is to specify the purpose of the meeting. (5) The ordinary business of an annual general meeting is to be as follows: (a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting; (b) to receive from the Committee, auditor and servants of the Association reports on the transactions of the Association during the last preceding financial year of the Association; (c) to elect members to the Committee of Management; (d) to appoint the auditor and determine his or her remuneration;. (6) An annual general meeting may transact special business of which notice is given in accordance with Rule 13. 12. SPECIAL GENERAL MEETINGS (1) The Committee may convene a special general meeting of the Association at any time. WITH Tasmania Constitution V1.1 24012014 7
13. NOTICES OF GENERAL MEETINGS (1) At least 14 days before the day on which a general meeting of the Association is to be held, the public officer of the Association shall: (a) place a notice on the Website of the Association s specifying the place, day and time at which the meeting is to be held and the nature of the business that is to be transacted at the meeting; (b) forward to every current member of the Association, in accordance with Rule 24, a copy of the notice specifying the place, day and time at which the meeting is to be held and the nature of the business that is to be transacted at the meeting. 14. BUSINESS AND QUORUM AT GENERAL MEETINGS (1) All business transacted at a general meeting, other than the ordinary business of an annual general meeting, is special business. (2) Business is not to be transacted at a general meeting unless a quorum of members of the Association entitled to vote is present at the time the meeting considers that business. (3) A quorum for the transaction of the business of a general meeting is one third financial members of the Association entitled to vote. (4) If a quorum is not present within one hour after the time appointed for the commencement of a general meeting, the meeting (a) if convened on the requisition of members of the Association, is dissolved; or (b) if convened by the Committee, is to be adjourned to another time, date and place specified by the Chairperson by notice in a manner specified by the Chairperson. (5) If at an adjourned general meeting a quorum is not present within one hour after the time appointed for the commencement of the meeting, the meeting is dissolved. 15. CHAIRPERSON AT GENERAL MEETINGS At each general meeting of the Association, the chairperson is to be (a) the Chairperson; or (b) a person delegated by the Chairperson; or (c) in the absence of the Chairperson, a member of the Association elected to preside as chairperson at that general meeting by the members of the Association present and entitled to vote at the general meeting. WITH Tasmania Constitution V1.1 24012014 8
16. AFFAIRS OF ASSOCIATION TO BE MANAGED BY A MANAGEMENT COMMITTEE (1) The affairs of the Association are to be managed by The Management Committee constituted as provided in Rule 17 (2) The Committee (a) is to control and manage the business and affairs of the Association; and (b) may exercise all the powers and perform all the functions of the Association, other than those powers and functions that are required by these rules to be exercised and performed by members of the Association at a general meeting; and (c) has power to do anything that appears to the Committee to be essential for the proper management of the business and affairs of the Association. (3) Without limiting sub rules (1) and (2), the Committee may delegate the day to day administration and/or management of all or parts of the business and affairs of the Association to such of its servants, to be performed in such a manner, as it determines from time to time. 17. CONSTITUTION OF THE COMMITTEE (1) The Committee consists of 10 (1) (a) The Management Committee of the Association shall consist of President, Vice President, Secretary, Treasurer,, Public Officer/Treasurer, Membership Co-ordinator, plus three Committee members, all of whom shall be Full Members of the Association. (b) The Immediate Past President shall be an ex officio member of the Management Committee with full voting rights. (2) The Committee shall endeavor to ensure that that Committee is comprised of such persons as will provide the essential skills, knowledge and experience required to meet the objects and purposes of the Association. (3) Following appointment, an ordinary Committee member is to hold office for a period of twelve (12) months and is eligible for re-appointment. 18. APPOINTMENT OF MEMBERS OF THE COMMITTEE (1) Members of the Committee are to be appointed by a quorum of the financial members (2) The officer of the Association is to be elected at the annual general meeting in accordance with sub rule 17,1a (3) A nomination of a candidate for election as the officer of the Association, is to be (a) made in writing, signed by 2 members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the nomination); and WITH Tasmania Constitution V1.1 24012014 9
19. MEETINGS OF THE COMMITTEE (1) Unless the Committee shall otherwise decide, the Committee is to meet at least six (6) times per calendar year at such places and times as the committee may determine. (2) Special Comittee meetings, which are meetings other than those held in accordance with sub rule (1), may be convened by the Chairperson or any 3 of the members of the Committee. (3) Written notice of any special committee meeting is to be given to members of the committee in accordance with Rule 24, specifying the general nature of the business to be transacted, and no other business is to be transacted. (4) Meetings are to be attended in person, but Committee members may attend by video-conference or tele-conference provided that attendance by those means has been approved prior to the meeting by the Chairperson. (5) A quorum for the transaction of the business of a meeting of the Committee is one third of financial members (6) Business is not to be finalisedat a meeting of the Committee unless a quorum is present, including those Committee members present in accordance with sub rule (4). (7) If a quorum is not present within half an hour after the time appointed for the commencement of (a) a meeting of the Committee (other than a special Committee meeting), the meeting is to be adjourned to a place, date and time to be notified; or (b) a special committee meeting, the meeting is dissolved. (8) At each meeting of the Committee of the Association, the chairperson is to be (a) the Chairperson; or (b) a person delegated by the Chairperson; or (c) in the absence of the Chairperson, an ordinary Committee member elected to preside as chairperson by the ordinary Committee members present and entitled to vote at the meeting. (9) Any question arising at a meeting of the Committee is to be determined (a) on a show of hands; or (b) if demanded by a member, by a poll taken at that meeting in the manner the chairperson determines. (10) On any question arising at a meeting of the Committee, a member of the Committee (including the chairperson) has one vote only. (11) Despite sub rule (10), in the case of an equality of votes, the chairperson has a second or casting vote. (12) At least 14 days before the day on which a Committee meeting of the Association is to be held, the public officer of the Association shall provide written notice of the meeting to each member of the Committee in accordance with Rule 24. 20. DISCLOSURE OF INTERESTS (1) If a member of the Committee or a member of a subcommittee has a direct or indirect pecuniary interest in a matter being considered, or about to be considered, by the Committee or subcommittee at a meeting, the member is to, as soon as practicable after the relevant facts come to the member's knowledge, disclose the nature of the interest to the Committee. (2) If at a meeting of the Committee or a subcommittee a member of the Committee or WITH Tasmania Constitution V1.1 24012014 10
subcommittee votes in respect of any matter in which the member has a direct or indirect pecuniary interest, that vote is not to be counted. 21. SUB-COMMITTEES (1) The Committee may (a) appoint a subcommittee from the Committee; and (b) prescribe the powers and functions of that subcommittee. (2) The Committee may co-opt any person as a member of a subcommittee without voting rights, whether or not the person is a member of the Association. (3) A quorum for the transaction of the business of a meeting of the subcommittee is two (2) appointed members entitled to vote. (4) The Chief Executive Officer of the Association is an automatic voting member of all subcommittees. (5) The members of the subcommittee are to convene subcommittee meetings at the places and times determined by them. (6) Members of subcommittees are to be notified of subcommittee meetings in the manner determined by the subcommittee. 22. MANAGEMENT COMMITTEE (1) The Chairperson constitutes the executive Committee. (2) During the period between meetings of the Committee, the Management Committee may issue instructions to the public officer and servants of the Association in matters of urgency connected with the management of the affairs of the Association. (3) The Managemnt Committee is to report on any instructions issued under sub rule (2) to the next meeting of the Committee for ratification by the Committee. 23. SERVICE OF NOTICES AND REQUISITIONS 12 of 13 (1) Except as otherwise provided by these rules, a document may be delivered or served under these rules on a person by (a) giving it to the person; or (b) leaving it at, or sending it by post to, the person's postal or residential address or place or address of business or employment last known to the server of the document; or (c) faxing it to the person's fax number; or (d) emailing it to the person's email address WITH Tasmania Constitution V1.1 24012014 11
24. Dissolution In the event of the organization being dissolved the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to another organization with similar purposes which is not carried on for the profit or gain of its individual members. NOTES: Rule 1 This is a change of name as current Constitution has name as Women in Tourism & Hospitality Tasmania has name registered as Women in Tourism & Hospitality Tasmania requires a special resolution to change and registration with and approval by the Commissioner as does change of Constitution in any event NOTES: Rules 17 and 18: NB This constitution provides for appointment of Committee members as discussed. If the Committee chooses to adopt these rules and appoint Committee members, as opposed to electing them at the AGM, be careful to ensure that you always have a quorum on the Committee to appoint i.e. you may need to ensure appointments are staggered if you are running with minimum Committee members. Election of ordinary Committee members may have the benefit of avoiding the perception of corruption as the appointment process is likely to result in Committee members appointing and reappointing themselves for successive terms WITH Tasmania Constitution V1.1 24012014 12