THE CONSTITUTION OF WHISTLEBLOWERS AUSTRALIA INC.
AN ASSOCIATION INCORPORATED IN NEW SOUTH WALES
UNDER THE ASSOCIATION INCORPORATION ACT, 1984 - REGULATION 1985, CLAUSE 10.
PART 1 - PRELIMINARY
1. Name of Association
(i) The name of the Association incorporated under this Constitution
is "Whistleblowers Australia Inc." hereinafter referred to as "the Association".
(1) In these rules, except insofar as the context or subject matter otherwise indicates or requires,
"ordinary member" means a member of the committee who is not an Office-bearer of the association, as referred to in rule 16(2);(2) In these rules
"secretary" means(a) the person holding office under these rules as secretary of the association, or"special general meeting" means a general meeting of the association other than the general meeting;
(b) where no such person holds that office, the public officer of the association;
"the Act" means the Associations Incorporation Act, 1984.
3. Powers and Objects
(1) The objects of the Association are
PART II - MEMBERSHIP
4. Membership Qualifications
A person is qualified to be a member of the association if, but only if
(a) the person is a person referred to in section 15(1)(a), (b) or (c) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act, or
(b) the person is a natural person who
(i) has been nominated for membership of the association as provided by rule 5 and
(ii) has been approved for membership of the association by the committee of the association.
5. Nomination for Membership
(1) A nomination of a person for membership of the association
6. Cessation of Membership
A person ceases to be a member of the association if the person
7. Membership Entitlements Not Transferable
A right, privilege or obligation which a person has by reason of being a member of the association
8. Resignation of Membership
(1) A member of the association is not entitled to resign that membership
except in accordance with this rule.
(2) A member of the association who has paid all amounts payable by the member to the association in respect to the member's membership may resign from membership of the association by first giving notice (being not less than 1 month or not less than such other period as the committee may determine) in writing to the secretary of the member's intention to resign and, upon the expiration of the period of notice, the member ceases to be a member.
(3) Where a member of the association ceases to be a member pursuant to clause (2), and in every other case where a member ceases to hold membership, the secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
9. Register of Committee Members
(1) The public officer of the association shall establish and maintain
a register of committee members of the association specifying the name
and address of each person who is a committee member of the association
together with the date on which the person became a committee member. [AGM,
28 September 1997].
(2) The register of committee members shall be available from the public officer on request and free-of-charge to any member of the association. [AGM, 28 September 1997].
10. Fees, Subscriptions, etc.
(1) A member of the association shall, upon admission to membership,
pay to the association a fee of $5 or, where some other amount is determined
by the committee, of that other amount.
(2) In addition to any amount payable under clause (1), a member of the association shall pay to the association an annual membership fee of $20, or, where some other amount is determined by the committee, of that other amount
11. Members' Liabilities
(1) The liability of a member of the association to contribute towards
the payment of the debts and liabilities of the association or the cost,
charges and expenses of the winding-up of the association is limited to
the amount, if any, unpaid by the member in respect to membership of the
association as required by rule 10.
12. Resolution of Internal Disputes
Disputes between members (in their capacity as members) of the association
and disputes between members and the association are to be referred to
a community justice centre for mediation in accordance with the Community
Justice Centres Act, 1983.
13. Disciplining of Members
(1) Where the committee is of the opinion that a member of the association
14. Right of Appeal of Disciplined Member
(1) A member may appeal to the association in a general meeting against
a resolution of the committee which is confirmed under rule 13(4) within
7 days after notice of the resolution is served on the member by lodging
with the secretary a notice to that effect.
(2) Upon receipt of a notice from a member under clause (1), the secretary shall notify the committee which shall convene a general meeting of the association to be held 21 days after the date on which the secretary received the notice.
(3) At a general meeting of the association convened under clause (2)
PART III - THE COMMITTEE
15. Powers, etc., of Committee
The committee shall be called the committee of management of the association and, subject to the Act, the Regulation and these rules and to any resolution passed by the association in general meeting
16. Constitution and Membership
(1) Subject in the case of the first members of the committee to section 21 of the Act, the committee shall consist of
17. Election of Members
(1) Nomination of candidates for election as office-bearers of the association or as ordinary members of the committee
(1) The secretary of the association shall, as soon as practicable after
being appointed as secretary, lodge notice with the association of his
or her address.
(2) It is the duty of the secretary to keep minutes of
(a) all appointments of office-bearers and members of the committee,
(b) the names of members of the committee present at a committee meeting or a general meeting, and
(c) minutes of proceedings at a meeting shall be signed by the chairman of the next succeeding meeting.
It is the duty of the treasurer of the association to ensure that
(a) all money due to the association is collected and received and that all payments authorised by the association are made, and
(b) correct books and accounts are kept showing the financial affairs of the association including full details of all receipts and expenditure connected with the activities of the association.
20. Casual Vacancies
For the purposes of these rules, a casual vacancy in the office of a member of the committee occurs if the member
(b) ceases to be a member of the association,
(c) becomes an insolvent under administration within the meaning of Corporations Law,
(d) resigns office by notice in writing given to the secretary,
(e) is removed from office under rule 21 or, if a co-opted member, is removed pursuant to rule 16 (3) (b),
(f) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, or
(g) is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.
21. Removal of a Member
(1) The association in a general meeting may by resolution remove any
member of the committee from the office of member before the expiration
of the member's term of office and may by resolution appoint another person
to hold office until the expiration of the term of office of the member
(2) Where a member of the committee to whom a proposed resolution referred to in clause (1) relates makes representation in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
22. Meetings and Quorum
(1) The committee shall meet at least once in each period of 12 months
at such place and time as the committee shall determine.
(2) Additional meetings of the committee may be convened by the president or by any member of the committee.
(3) Oral or written notice of a meeting of the committee shall be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under clause (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which committee members present at the meeting unanimously agree to treat as urgent business.
(5) Any three members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(6) No business shall be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day in the following week.
(7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
(8) At a meeting of the committee
(a) the president or, in the president's absence, the senior or the junior vice-president, shall preside, or
(b) if the president and the senior and junior vice-presidents are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting shall preside.
23. Delegation by Committee to Sub-Committee or State/Territory Branches
(1) The committee may, by instrument in writing, delegate to one or more sub-committees including State/Territory branches (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than
24. Voting and Decisions
(1) Questions arising at a meeting of the committee or of any sub-committee
appointed by the committee shall be determined by a majority of the votes
of members of the committee or sub-committee present at the meeting.
(2) Each member present at a meeting of the committee or of any sub-committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3) Subject to rule 22(5), the committee may act notwithstanding any vacancy on the committee.
(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
PART IV - GENERAL MEETINGS
25. Annual General Meeting - Holding of
(1) With the exception of the first annual general meeting of the association,
the association shall, at least once in each calendar year and within the
period of 6 months after the expiration of each financial year of the association,
convene an annual general meeting of its members.
(2) The association shall hold its first annual general meeting
26. Annual General Meeting - Calling of and Business at
(1) The annual general meeting of the association shall, subject to
the Act and to rule 25, be convened on such date and at such place and
time as the committee thinks fit.
(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be
27. Special General Meeting- Calling of
(1) The committee may, whenever it thinks fit, convene a special general
meeting of the association.
(2) The committee shall, on the requisition in writing of not less than 5 per cent of the total the total number of members, convene a special general meeting of the association.
(3 ) A requisition of members for a special general meeting
(1) Except where the nature of the business proposed to be dealt with
at a general meeting requires a special resolution of the association,
the secretary shall, at least 14 days before the date fixed for the holding
of the general meeting, cause to be sent by pre-paid post to each member
at the member's address appearing in the register of members, a notice
specifying the place, date and time of the meeting and the nature of the
business proposed to be transacted at that meeting.
(2) Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in clause (1) specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.
(3) No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to rule 26(2).
(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary, who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.
(1) No item of business shall be transacted at a general meeting unless
a quorum of members entitled under these rules to vote is present during
the time the meeting is considering that item.
(2) Ten members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall constitute a quorum.
30. Presiding Member
(1) The president or, in the president's absence, the senior vice-president
or the junior vice-president, shall preside as chairman at each general
meeting of the association.
(2) If the president and the vice-presidents are absent from a general meeting or unwilling to act, the members present shall elect one of their number to preside as chairman at the meeting.
(1) The chairman of a general meeting at which a quorum is present may,
with the consent of the majority of members present at the meeting, adjourn
the meeting from time to time and place to place, but no business shall
be transacted at an adjourned meeting other than the business left unfinished
at the meeting at which the adjournment took place.
(2) Where a general meeting is adjourned for 14 days or more, the secretary shall give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(3) Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
32. Making of Decisions
(1) A question arising at a general meeting of the association shall
be determined on a show of hands and, unless before or on the declaration
of the show of hands a poll is demanded, a declaration by the chairman
that a resolution has, on a show of hands, been carried or carried unanimously
or carried by a particular majority or lost, or an entry to that effect
in the minute book of the association is evidence of the fact without proof
of the number or proportion of the votes recorded in favour of or against
(2) At a general meeting of the association, a poll may be demanded by the chairman or by not less than 3 members present in person or by proxy at the meeting.
(3) Where a poll is demanded at a general meeting, the poll shall be taken
(a) immediately in the case of a poll which relates to the election of the chairman of the meeting or to the question of an adjournment, or33. Special Resolutions
(b) in any other case, in such manner and at such time before the close of the meeting as the chairman directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.
A resolution of the association is a special resolution if
(1) Upon any question arising at a general meeting of the association,
a member has one vote only.
(2 ) All votes shall be given personally or by proxy but no member may hold more than 5 proxies.
(3) In the case of an equality of votes on a question at a general meeting, the chairman of the meeting is entitled to exercise a second or casting vote.
(4) A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.
35. Appointment of Proxies
(1) Each member shall be entitled to appoint another member as proxy
by notice given to the secretary no later than 24 hours before the time
of the meeting in respect of which the proxy is appointed.
(2 The notice appointing the proxy shall be in the form set out in Appendix 2 to these rules.
PART V - MISCELLANEOUS
(1) The association shall effect and maintain insurance pursuant to
section 44 of the Act.
(2) In addition to the insurance required under clause (1), the association may effect and maintain other insurance.
37. Funds - Source
(1) The funds of the association shall be derived from entrance fees
and annual subscriptions of members, donations and, subject to any resolution
passed by the association in general meeting, such other sources as the
(2) All money received by the association shall be deposited as soon as practicable and without deduction to the credit of the association's bank account.
(3) The association shall, as soon as practicable after receiving any money, issue an appropriate receipt.
38. Funds - Management
(1) Subject to any resolution passed by the association in general meeting,
the funds of the association shall be used in pursuance of the objects
of the association in such manner as the committee determines.
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any 2 members of the committee or employees of the association, being members or employees authorised to do so by the committee.
39. Alteration of Objects and Rules
The statement of objects and these rules may be altered, rescinded or
added to only by a special resolution of the association.
40. Common Seal
(1) The common seal of the association shall be kept in the custody
of the public officer.
(2 ) The common seal shall not be affixed to any instrument except by the authority of the committee and the affixing of the common seal shall be attested by the signatures either of 2 members of the committee or of 1 member of the committee and of the public officer or secretary.
41. Custody of Books etc.
Except as otherwise provided by these rules, the public officer shall
keep in his or her custody or under his or her control all records, books
and other documents relating to the association.
42. Inspection of Books
The records, books and other documents of the association shall be open
to inspection, free of charge, by a member of the association at any reasonable
43. Service of Notices
(1) For the purpose of these rules, a notice may be served by or on
behalf of the association upon any member either personally or by sending
it by post to the member at the member's address shown in the register
(2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall unless the contrary is proved, be deemed for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
See also "MOTIONS PASSED IN 1996, 1997 AND 1998 AFFECTING THE CONSTITUTION OF WHISTLEBLOWERS AUSTRALIA AND RELATED ISSUES"
1: Membership Application APPENDIX
2: Proxy Form
Motions Affecting the Constitution