Sydney Metropolitan Wildlife Services Inc
Constitution
Registration No: Y256271-5
Charitable Fundraising
No: CFN15835
Table of Contents
Part 1 - Preliminary ............................................................................................................................ 2
1 Definitions ..................................................................................................................................... 2
Part 2 - Objects ..................................................................................................................................... 3
2 The objects of the association....................................................................................................... 3
Part 3 - Membership ............................................................................................................................. 4
3 Membership generally ................................................................................................................... 4
4 Members’ liabilities ........................................................................................................................ 4
5 Membership entitlements not transferable .................................................................................... 4
6 Nomination for membership .......................................................................................................... 4
7 Cessation of membership ............................................................................................................. 5
8 Resignation of membership .......................................................................................................... 5
9 Register of members ..................................................................................................................... 6
10 Fees and subscriptions ............................................................................................................... 6
11 Rescuers and Carers .................................................................................................................. 6
12 Resolution of disputes ................................................................................................................. 7
13 Disciplining of members .............................................................................................................. 7
14 Right of appeal of disciplined member ........................................................................................ 8
Part 4 - The Board ................................................................................................................................ 8
15 Powers of the Board.................................................................................................................... 8
16 Composition and membership of the Board ............................................................................... 9
17 Election of Board members ......................................................................................................... 9
18 Secretary ................................................................................................................................... 10
19 Treasurer ................................................................................................................................... 10
20 Branch Representatives .............................................................................................................11
21 Casual vacancies .......................................................................................................................11
22 Removal of Board members ......................................................................................................11
23 Board meetings and quorum ......................................................................................................11
24 Delegation by Board to sub-committee ..................................................................................... 12
Part 5 - Branch committees and sub-committees ............................................................................... 13
25 Powers of the branch or sub-committee ................................................................................... 13
26 Constitution and membership ................................................................................................... 13
27 Removal of a Branch or Sub-committee member ..................................................................... 14
Part 6 - General meetings ................................................................................................................... 14
28 General meetings – holding of .................................................................................................. 15
29 General meetings – calling of and business at ......................................................................... 15
30 Annual general meetings - holding of........................................................................................ 15
31 Annual general meetings - calling of and business at............................................................... 16
32 Special general meetings - calling of ........................................................................................ 16
33 Notice ........................................................................................................................................ 17
34 Quorum for general meetings ................................................................................................... 17
35 Presiding member ..................................................................................................................... 18
36 Adjournment .............................................................................................................................. 18
37 Making of decisions................................................................................................................... 18
38 Special resolutions .................................................................................................................... 18
39 Voting ........................................................................................................................................ 19
40 Proxy voting .............................................................................................................................. 19
41 Postal ballots ............................................................................................................................. 19
Part 7 - Financial management ........................................................................................................... 19
42 Insurance .................................................................................................................................. 19
43 Funds - source .......................................................................................................................... 19
44 Funds - management ................................................................................................................ 20
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45 Delegation to sub-committee .................................................................................................... 20
46 Use of funds .............................................................................................................................. 20
47 Financial year ............................................................................................................................ 21
48 Auditor ....................................................................................................................................... 21
49 Charitable Fundraising .............................................................................................................. 21
50 Public Gift Fund ......................................................................................................................... 21
51 Winding Up ................................................................................................................................ 22
Part 8 - Miscellaneous ........................................................................................................................ 22
52 Change of name, objects and constitution ................................................................................ 23
53 Common Seal ........................................................................................................................... 23
54 Custody of books etc................................................................................................................. 23
55 Inspection of books etc ............................................................................................................. 23
56 Service of notices ...................................................................................................................... 23
Appendix 1 - General licence - NPWS
Appendix 2 - Application for membership of association
Appendix 3 - Proxy voting form
________________________
Part 1 - Preliminary
1 Definitions
(1) In this constitution:
The name of the association shall be ‘Sydney Metropolitan Wildlife Services Inc’.
the Act means the Associations Incorporation Act 2009.
Associate Member means a non-voting member of the association who is neither an office bearer of
the association nor an ordinary member, and is ineligible to be a rescuer or carer.
Board means the office-bearers of the association and is the governing body of the association.
Board Secretary means:
(a) the person holding office under this constitution as Secretary of the association, or
(b) if no such person holds that office - the Public Officer of the association.
Board Treasurer means the person holding office under this constitution as Treasurer of the
association.
Branch means a defined region of the Association as approved by the Board.
Branch Committee means the sub-committee delegated by the Board to undertake the objects of the
association in a nominated geographical area of the Sydney metropolitan region.
Branch Executive means the executive members of a Branch Committee being the Chairperson, Vice
Chairperson, Secretary, and Treasurer, office-bearers of the Board where applicable and any other
ordinary members as the branch deems fit.
Branch Representative means the member elected to the Board by all members of the association to
represent the views of animal carers of that branch.
Director-General means the Director-General of the Department of Finance and Services.
Disputes Officer means a person nominated by the Board to undertake the functions in relation to
dispute resolution as delegated by the Board and in accordance with the appropriate rules and policies
of the association.
Executive in the case of any sub-committee other than a Branch Committee means the Chairperson,
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Secretary and any other member as the committee sees fit.
ordinary committee member means a member of the committee who is not an office-bearer of the
committee.
ordinary member means a member of the association who is not an office-bearer of the association.
policy means a set of rules or principles, as agreed by the Board, that guide actions and decision
making within the association.
Rescuer or Carer means an ordinary member or office bearer of the association that holds a current
authority to rescue and care for native wildlife.
the Regulation means the Associations Incorporation Regulation 2010.
Secretary means the person holding office under this constitution as Secretary of any sub-committee or
branch Committee;
special general meeting means a general meeting of the association other than an annual general
meeting.
(2) In this constitution:
(a) a reference to a function includes a reference to a power, authority and duty, and
(b) a reference to the exercise of a function includes, if the function is a duty, a reference to the
performance of the duty.
(3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same
manner as those provisions would so apply if this constitution were an instrument made under the Act.
(4) This constitution, and any policy of the association, is binding on all members of the association.
Part 2 - Objects
2 The objects of the association
(1) to rescue, relocate or rehabilitate, sick, injured and/or orphaned native fauna with the sole purpose of
releasing these animals back into their natural habitat. If the animal is unable to be rehabilitated to fend
for itself and also be returned to the wild the association and its members shall either:
(a) arrange to euthanase the animal in a humane manner, or
(b) arrange permanent care for the animal in as natural environment as possible so long as:
(i) the welfare of the animal is not prejudiced in any way, and
(ii) the animal is housed in the care of a member provided the member has obtained approval from the
Board, and
(iii) the animal is recorded on a register of animals kept in permanent care for the purpose of education
in accordance with the policies of the association.
(2) to provide education and/or training to all levels of the community, and all members of the association,
including but not limited to the dangers to, and the need to promote and protect native wildlife and its
habitat.
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(3) to obtain and abide by the terms and conditions as set down in the General Licence (Appendix 1) from
the National Parks and Wildlife Service and to follow National Parks and Wildlife Service general
directives, policies and Codes of Practice regarding native fauna and their rehabilitation and care.
Part 3 - Membership
3 Membership generally
(1) A person is eligible to be a member of the association if:
(a) the person is a natural person, and
(b) the person has been nominated and approved for membership of the association in accordance with
clause 6, and
(c) the person has attained the age of eighteen years.
(2) Honorary Life Membership may be granted by the Board to a person who has provided outstanding
services to the association. Honorary Life Members shall be entitled to vote and hold elected office.
(3) Associate membership may be granted by the Board. Associate members may be known as Friends,
Companions or any other designation deemed appropriate by the Board. Associate members are not
entitled to vote or hold elected office and are not authorised to rescue or care for wildlife.
(4) Membership is renewable annually by application in accordance with Section 10(2), on 1 October in each
calendar year. All memberships, other than Honorary Life memberships, must be renewed annually.
4 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 costs, charges and expenses of the winding up of the association is limited to
the amount, if any, unpaid by the member in respect of membership of the association as required by
clause 10.
5 Membership entitlements not transferable
(1) A right, privilege or obligation which a person has by reason of being a member of the association:
(a) is not capable of being transferred or transmitted to another person, and
(b) terminates on cessation of the person’s membership.
6 Nomination for membership
(1) A nomination of a person for membership of the association:
(a) must be made in writing in the form set out in Appendix 2 to this constitution, or any other form as
determined by the Board from time to time and
(b) must be lodged with the Board Secretary of the association.
(c) must be accompanied by the subscription fee and any fee associated with the entry level training
package.
(2) As soon as practicable after receiving a nomination for membership, the Board Secretary must refer the
nomination to the Board which is to determine whether to approve or to reject the nomination.
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(3) Acceptance of the nominee’s application for membership is conditional on satisfactory completion of an
entry level training package as determined by the Board from time to time.
(4) As soon as practicable after the Board makes a determination to accept or reject the nomination, the
Board Secretary must:
(a) notify the nominee, in writing, that the Board approved or rejected the nomination (whichever is
applicable) and specify any conditions or limitations if applicable, and
(b) if the Board rejected the nomination, refund to the nominee the sum payable under this constitution by
a member as entrance fee and annual subscription.
(c) if the Board accepted the nomination, enter or cause to be entered the nominee’s name in the register
of members and, upon the name being so entered, the nominee becomes a member of the
association.
7 Cessation of membership
(1) A person ceases to be a member of the association if the person:
(a) dies, or
(b) resigns membership, or
(c) is expelled from the association, or
(d) fails to pay the annual membership fee under clause 10(2) within 3 months after the fee is due, or
(e) has their annual membership renewal application declined by the board.
(2) With respect to sub-clause (d) the Board may, at its discretion, permit a member more time to pay their
annual subscription fee before they cease to be a member of the association.
(3) With respect to sub-clause (e) the Board may, at its sole and absolute discretion, decline to accept a
membership renewal application and associated fee or to impose any limitation or probationary period
on the membership . Should a person’s membership renewal application be declined, that person shall
immediately cease to be a member of the organisation.
(4) The Board will notify the applicant of any decision to decline a membership renewal and afford the
applicant 14 days in which to reply to or appeal the decision.
8 Resignation of membership
(1) A member of the association may resign from membership of the association by first giving to the Board
Secretary or Secretary of their Branch written notice of at least one month (or such other period as the
Board may determine) of the member’s intention to resign. On the expiration of the period of notice, the
member ceases to be a member.
(2) If a member of the association ceases to be a member under subclause (1), and in every other case
where a member ceases to hold membership, the Board Secretary must make, or cause to be made, an
appropriate entry in the register of members recording the date on which the member ceased to be a
member.
(3) In the event of the expulsion or voluntary resignation of a membership, the association shall not be liable
to refund in whole or part the then current annual membership subscription fee paid in respect of that
membership
(4) A member ceasing to be a member of the association for any reason must return to the association their
then current authority and membership card.
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9 Register of members
(1) The Board Secretary or Public Officer of the association must establish and maintain a register of
members of the association specifying the name and postal or residential address of each person who
is a member of the association together with the date on which the person became a member.
(2) The register of members must be kept at the main premises of the association.
(3) The register of members must be open for inspection, free of charge, by any member of the association
at any reasonable hour.
(4) A member of the association may obtain a copy of any part of the register on payment of a fee of not
more than $1 for each page copied.
(5) If a member requests any information contained on the register about the member (other than the
member’s name) not be available for inspection, that information must not be made available for
inspection.
(6) A member must not use information about a person obtained from the register to contact or send material
to the person, other than for:
(a) the purposes of sending the person a newsletter, a notice in respect of a meeting or other event
relating to the association or other material relating to the association, or
(b) any other purpose necessary to comply with a requirement of the Act or the Regulation.
10 Fees and subscriptions
(1) A member of the association must, on admission to membership, pay to the association a joining fee of
$30, or if some other amount is determined by the Board, that other amount.
(2) In addition to any amount payable by the member under subclause (1), a member of the association must
pay to the association an annual membership renewal fee of $30 or, if some other amount is determined
by the Board, that other amount before the 1st October in each calendar year except as provided in this
subclause. If a new member joins the association between 1st April and 30th September in any
calendar year, the annual membership renewal fee required under this clause shall not come into effect
until the second renewal date from the date the new member joined the association.
(3) A Branch Committee may impose an additional subscription fee on members attached to that branch.
This fee shall be reviewed from time to time as deemed necessary by the Branch Committee and shall
be subject to the approval by the Board.
11 Rescuers and Carers
(1) All rescuers and carers shall be members of the association over the age of 18 years and authorised to
undertake animal rescue and rehabilitation activities.
(2) In order to be so authorised, a member must:
(a) successfully complete an association entry level training course, or
(b) have equivalent qualifications as agreed by the Board, or
(c) have written exemption from the Board, and
(d) agree to abide by this constitution and all policies of the association
(3) A member shall be authorised to recue and care, upon recommendation and acceptance by the Board
and will hold an identity card issued by the association.
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(4) A rescuer or carer shall not be authorised or continue to hold an authorisation if:
(a) they also hold an authorisation, license or permit from another native animal or rescue and/or care
group involved with the same species as the association or are involved in any situation in which the
rehabilitation of an animal is likely to be jeopardised unless specifically authorised to do so by the
Board; or
(b) they have been found to operate in contravention of directions of the National Parks and Wildlife
Service or laws pertaining to the prevention to cruelty to animals, protection to native fauna, or other
laws relating to the association’s objects.
12 Resolution of disputes
(1) The Board will appoint Disputes Officers to be available to act for any dispute in the association.
(2) A Disputes Officer as appointed under subclause (1) may act for any member of the association.
(3) A dispute occurring between a member and another member(s) should in the first instance be referred to
a Disputes Officer as appointed under subclause (1). The Disputes Officer will attempt to resolve the
dispute between the parties in accordance with the policies and procedures set by the Board from time
to time.
(4) If a dispute between a member and another member (in their capacity as members) of the association,
or a dispute between a member or members and the association, is unable to be resolved in
accordance with subclause (3) above, the dispute is to be referred to a community justice centre for
mediation under the Community Justice Centres Act 1983.
(5) If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the
dispute is to be referred to arbitration.
(6) The Commercial Arbitration Act 2010 applies to any such dispute referred to arbitration.
13 Disciplining of members
(1) A written complaint may be made to the Board Secretary or Public Officer by any member of the
association that some other member of the association:
(a) has persistently refused or neglected to comply with a provision or provisions of this constitution, or
(b) has persistently and wilfully acted in a manner prejudicial to the interests of the association.
(2) The Board may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in
nature.
(3) On receiving a complaint in writing, the Board may
(a) refer the matter to a Disputes Officer to deal with in accordance with clause 12, or
(b) deal with the matter in accordance with sub-clauses (4) to (7) below.
(4) If the Board decides to deal with the complaint, the Board:
(a) must cause notice of the complaint to be served on the member concerned, and
(b) must give the member at least 14 days from the time the notice is served within which to make
submissions to the Board in connection with the complaint, and
(c) must take into consideration any submissions made by the member in connection with the complaint.
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(5) The Board may, by resolution, expel the member or suspend the member from membership of the
association or apply any disciplinary action as deemed applicable. Prior to taking any disciplinary action,
the Board must duly consider the complaint and any submissions made in connection with the
complaint, and must be satisfied that the facts alleged in the complaint have been proved and the
disciplinary action determined is warranted in the circumstances.
(6) If the Board expels or suspends a member, the Board Secretary must, within seven (7) days after the
action is taken, cause written notice to be given to the member of the action taken, and of the reasons
given by the Board for having taken that action and of the member’s right of appeal under clause 14.
(7) The expulsion or suspension does not take effect:
(a) until the expiration of the period within which the member is entitled to appeal against the resolution
concerned, or
(b) if within that period the member exercises their right of appeal, unless and until the association
confirms the resolution under clause 14(4), whichever is the later.
14 Right of appeal of disciplined member
(1) A member may appeal to the association in general meeting against a resolution of the Board under
clause 13, within seven (7) days after notice of the resolution is served on the member, by lodging with
the Board Secretary a notice to that effect.
(2) The notice may, but need not, be accompanied by a statement of the grounds on which the member
intends to rely for the purposes of the appeal.
(3) On receipt of a notice from a member under subclause (1), the Board Secretary must notify the Board
which is to convene a general meeting of the association to be held within 28 days after the date on
which the Board Secretary received the notice.
(4) At a general meeting of the association convened under subclause (3):
(a) no business other than the question of the appeal is to be transacted, and
(b) the Board and the member must be given the opportunity to state their respective cases orally or in
writing, or both, and
(c) the members present are to vote by secret ballot on the question of whether the resolution should be
confirmed or revoked.
(5) The appeal is to be determined by a simple majority of votes cast by members of the association.
Part 4 - The Board
15 Powers of the Board
(1) Subject to the Act, the Regulation and this constitution and to any resolution passed by the association in
general meeting, the Board:
(a) is to control and manage the affairs of the association, and
(b) may exercise all such functions as may be exercised by the association, other than those functions
that are required by this constitution to be exercised by a general meeting of members of the
association, and
(c) has power to perform all such acts and do all such things as appear to the Board to be necessary or
desirable for the proper management of the affairs of the association.
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(d) has the power to establish policies for the association taking into account recommendations from the
membership and/or sub-committees which are binding on all members and sub-committees.
16 Composition and membership of the Board
(1) The Board is to consist of the office bearers of the association:
(a) Secretary
(b) Treasurer
(c) Office Representative and Statistics Officer
(d) Public Relations and Fundraising Officer
(e) Northern Beaches Branch Representative
(f) Northern Districts Branch Representative
(g) North West Branch Representative
(h) South West Branch Representative
(i) Inner West/Eastern Suburbs Branch Representative
(2) Any member (and only a member who is a Rescuer or Carer) may hold only one of the above positions at
any time.
(3) The five Branch Representatives are to be elected biennially, in the even years, from each Branch by all
members of the association.
(4) The four remaining Board members are to be elected biennially, in the odd years, by all members of the
association.
(5) The Chairperson, Vice Chairperson, and Public Officer are to be appointed by the Board at the first
meeting after each annual general meeting.
(6) Each member of the Board is, subject to this constitution, to hold office until the conclusion of the
applicable annual general meeting following the relevant date of the member’s election, but is eligible
for re-election.
17 Election of Board members
(1) Nominations of candidates for election as office-bearers of the association shall:
(a) be 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 form of the nomination), and
(b) be delivered to the Board Secretary, or Returning Officer by a date specified by the Board.
(2) Nominees shall submit a recent photograph and a statement of any relevant background, qualifications
and/or experience with their nomination as detailed in subclause (1).
(3) Nominees for the Board Treasurer must possess a recognised accounting qualification, or such other
combination of qualifications and experience as the Board considers suitable, and will provide
documentary evidence of such.
(4) In the absence of any suitably qualified nominees for the position of Board Treasurer, the position will be
regarded as a casual vacancy.
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(5) If insufficient nominations are received to fill all vacancies on the Board, the candidates nominated are
taken to be elected and further nominations are to be received for those positions still vacant at the
annual general meeting.
(6) If insufficient further nominations are received, any vacant positions remaining on the Board are taken to
be casual vacancies.
(7) If the number of nominations received is equal to the number of vacancies to be filled, the persons
nominated are taken to be elected.
(8) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
(9) The ballot is to be conducted according to the policy of the association as prescribed by the Board from
time to time.
18 Secretary
(1) The Board Secretary must, as soon as practicable after being appointed, lodge notice with the
association his or her address.
(2) It is the duty of any secretary to keep minutes of:
(a) all appointments of office-bearers and members of the Board, Branch or sub-committee, and
(b) the names of members of the Board or sub-committee present at a Board, Branch or sub-committee
meeting and members at a general meeting, and
(c) all proceedings at Board meetings, Branch, sub-committee meetings and general meetings.
(3) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the
chairperson of the next succeeding meeting.
(4) All minutes shall be distributed within 21 days of a meeting and shall be available to all members.
(5) Minutes of all sub-committee meetings shall be copied to the Board Secretary in accordance with
subclause (4) above and any other member or sub-committee as considered appropriate.
19 Treasurer
(1) It is the duty of the Treasurer of the association to ensure:
(a) that all money due to the association is collected and received and that all payments authorised by the
association are made, and
(b) that all funds raised and donations received are dealt with in accordance with the requirements of the
Charitable Fundraising Act 1991 or any other legislation binding upon the association, and
(c) that 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, and
(d) that financial books, records and documents relating to the current financial year are kept either in the
main office of the association or in his or her custody or under his or her control, and
(e) that financial statements are prepared and tabled at each annual general meeting of the association.
(2) In accordance with clause 17(3) the Board Treasurer must possess a recognised accounting qualification,
or such other combination of qualifications and experience as the Board considers suitable.
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20 Branch Representatives
(1) Branch representatives are to be nominated by members from the Branch but elected by all members of
the association.
(2) Branch representatives are to represent the views of members of the branch and to act in the best
interests of all members of the association.
21 Casual vacancies
(1) A casual vacancy in the office of a member of the Board occurs if the member:
(a) dies, or
(b) ceases to be a member of the association, or
(c) becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the
Commonwealth, or
(d) resigns office by notice in writing given to the Board Secretary, or
(e) is removed from office under clause 22, or
(f) becomes a mentally incapacitated person, or
(g) is absent without the consent of the Board from three (3 )consecutive meetings of the Board, or
(h) is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction
is imprisonment for not less than three (3) months, or
(i) is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing
corporations) of the Corporations Act 2001 of the Commonwealth.
(2) In the event of a casual vacancy occurring in the membership of the Board, the Board may appoint a
member of the association to fill the vacancy and the member so appointed is to hold office, subject to
this constitution, until the conclusion of the annual general meeting next following the date of
appointment.
(3) In the event that a casual vacancy on the Board is that of a Branch Representative, the Board shall
consult the Branch Committee regarding nominations for the position.
22 Removal of Board members
(1) The association in general meeting may by resolution remove any member of the Board from their
elected office before the expiration of the member’s term of office and may by resolution appoint
another member to hold office until the expiration of the term of office of the member so removed.
(2) If a member of the Board to whom a proposed resolution referred to in subclause (1) relates makes
representations in writing to the Board Secretary or chairperson (not exceeding a reasonable length)
and requests that the representations be notified to the members of the association, the Board
Secretary or chairperson 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.
23 Board meetings and quorum
(1) The Board must meet at least 3 times in each period of 12 months at such place and time as the Board
may determine.
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(2) Additional meetings of the Board may be convened by agreement of the Board.
(3) Oral or written notice of a meeting of the Board must be given by the secretary to each member of the
Board at least 48 hours (or such other period as may be unanimously agreed on by the members of the
Board) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under subclause (3) must specify the general nature of the business to be
transacted at the meeting and no business other than that business is to be transacted at the meeting,
except business which the Board members present at the meeting unanimously agree to treat as urgent
business.
(5) Any five (5) members of the Board constitute a quorum for the transaction of the business of a meeting of
the Board.
(6) No business is to be transacted by the Board 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 is to stand 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 is to be dissolved.
(8) At a meeting of the Board:
(a) the chairperson or, in the chairperson’s absence, the vice-chairperson is to preside, or
(b) if the chairperson and the vice-chairperson are absent or unwilling to act, such one of the remaining
members of the Board as may be chosen by the members present at the meeting is to preside.
(9) Subject to subclause (5), the Board may act despite any vacancy on the Board.
24 Delegation by Board to sub-committee
(1) The Board may, by instrument in writing, delegate to one or more sub-committees (consisting of such
member or members of the association as the Board thinks fit) the exercise of such of the functions of
the Board as are specified in the instrument, other than:
(a) this power of delegation, and
(b) a function which is a duty imposed on the Board by the Act or by any other law.
(2) A function the exercise of which has been delegated to a sub-committee under this clause may, while the
delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with
the terms of the delegation.
(3) A delegation under this clause may be made subject to such conditions or limitations as to the exercise of
any function, or as to time or circumstances, as may be specified in the instrument of delegation.
(4) Despite any delegation under this clause, the Board may continue to exercise any function delegated.
(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this
clause has the same force and effect as it would have if it had been done or suffered by the Board.
(6) The Board may, by instrument in writing, revoke wholly or in part any delegation under this clause.
(7) A sub-committee may meet and adjourn as it thinks proper.
(8) Following the appointment of any further Branch Committee(s), the Board shall either nominate a
member residing in that area or nominate a Branch representative to call an annual general meeting of
members residing in that area during which at least the following business shall be transacted:
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(a) The election of Branch executive positions, except the Branch representative to the Board, who shall
be elected as outlined in clause 31(2), and
(b) The agreement of the Branch Committee to abide by the objects, powers and functions as delegated
by the Board.
(9) All Branch Executives are to comprise the positions as stated in clause 26(2).
(10) Following the initial annual general meeting of any Branch committee, subsequent annual general
meetings will be held in accordance with clause 31(2).
(11) Following the appointment and delegation of a function or power to any other sub-committee, the Board
shall specify when and by what method the sub-committee shall call and convene its inaugural annual
general meeting at which at least the following business will be transacted:
(a) The election of the sub-committee executive positions, and
(b) The agreement of the sub-committee to abide by the objects, powers and functions as delegated by
the Board.
Part 5 - Branch committees and sub-committees
25 Powers of the Branch or sub-committee
(1) Subject to the Act, the Regulation and this constitution and any direction from the Board, and to any
resolution passed by the association or Branch in general meeting, a Branch Committee established
under clause 24 shall:
(a) control and manage the affairs of the Branch, and
(b) ensure that regular Branch meetings are held in accordance with clauses 28, 29 and 33, and
(c) ensure that support and guidance is provided to rescuers and carers as required.
(2) A sub-committee may be established, by instrument in writing, as per clause 24 to undertake the
functions specified in the instrument.
(3) A function the exercise of which has been delegated to a sub-committee under clause 24 may, while the
delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with
the terms of the delegation.
(4) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under clause
24 has the same force and effect as it would have if it had been done or suffered by the Board.
(5) Subject to clauses 28(3) & 30(2) a branch or sub-committee may meet and adjourn as it thinks proper.
26 Constitution and membership
(1) Branches shall be made up of members residing in the relevant geographical area as defined by the
Board from time to time and other members who have chosen to be members of that Branch.
(2) The Branch Executive is to consist of:
(a) Chairperson
(b) Vice-Chairperson
(c) Secretary
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(d) Treasurer
(e) Office bearers of the Board who are members of the relevant Branch
(f) And any other ordinary members as the Branch sees fit
(3) The sub-committee Executive is to consist of:
(a) Chairperson
(b) Secretary
(c) And any other elected member
(4) It is the duty of the Treasurer of any Branch or sub-committee to ensure:
(a) that all money due to the Branch or sub-committee is collected and received and that all payments
authorised by the Branch or sub-committee are made, and
(b) that correct books and accounts are kept showing the affairs of the Branch or sub-committee,
including full details of all receipts and expenditure connected with the activities of the Branch or subcommittee, and
(c) provide a copy of these accounts on a monthly basis to the Board Treasurer. These records shall be
completed and delivered to the Board Treasurer within 30 days of the end of each month, and
(d) that any directives properly given by the Board Treasurer relating to the financial affairs of the
association are complied with.
27 Removal of a Branch or Sub-committee member
(1) In the case of a Branch Executive member:
(a) the Branch may by resolution remove any member of the Branch Executive from office before the
expiration of the member’s term and
(b) may by resolution appoint another member to hold office until the expiration of the term of office of the
member so removed.
(2) If a member of the Branch Executive to whom a proposed resolution referred to in sub-clause (1)(a)
relates makes representations in writing to the Board, it shall be referred to a Disputes Officer in the first
instance.
(3) In the case of a sub-committee Executive member other than a Branch Committee:
(a) the sub-committee may by resolution remove any member of the sub-committee Executive from office
before the expiration of the member’s term of office and may by resolution appoint another member to
hold office until the expiration of the term of office of the member so removed.
(b) If a member of the sub-committee Executive to whom a proposed resolution referred to in clause
(3)(a) relates wishes to make representations, in writing, these shall be referred to a Disputes Officer
in the first instance.
Part 6 - General meetings
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28 General meetings – holding of
(1) Any general meeting, Board, Branch or sub-committee meeting may be held at more than one venue
using technology which enables members in different places to participate.
(2) Association general meetings
(a) The Association may hold general meetings of its members. Generally this will be at least once per
year in addition to the annual general meeting
(3) Branch and sub-committee general meetings
(a) Branches and sub-committees must hold general meetings of their members at least 3 times in each
period of 12 months at such time and place as the Branch or sub-committee may determine.
(b) Additional meetings of the branch or sub-committee may be convened by agreement of the branch or
sub-committee.
29 General meetings – calling of and business at
(1) Association general meetings
(a) A general meeting of the association may be convened on such date and at such time as the Board
thinks fit.
(b) Oral or written notice of a meeting of the association must be given by the Board Secretary to each
member in accordance with clause 33.
(2) Branch general meetings
(a) Oral or written notice of a meeting of the Branch must be given by the Secretary to each member of
the Branch in accordance with clause 33.
(b) In accordance with clause 34, any four (4) members of the Branch Executive constitute a quorum for
the transaction of the business of a meeting of the Branch.
30 Annual general meetings - holding of
(1) The association must hold its annual general meeting:
(a) within 6 months after the close of the association’s financial year, or
(b) within such later time as may be allowed by the Director-General or prescribed by the Regulation.
(2) Any Branch or sub-committee must hold its annual general meeting:
(a) in the month of July of each year
(b) at such date, place and time as the Branch Committee or sub-committee see fit.
(3) Any new Branch Committee shall hold its inaugural annual general meeting in accordance with rule 24(8)
and thereafter in accordance with clause 31(2).
(4) Any other sub-committee shall hold its inaugural annual general meeting within the time period specified
by the Board after being appointed by the Board in accordance with clause 24 and thereafter in
accordance with clause 31(2).
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31 Annual general meetings - calling of and business at
(1) Association Annual General Meetings
(a) The annual general meeting of the association is, subject to the Act and to clause 30(1), to be
convened on such date and at such place and time as the Board thinks fit.
(b) The Board will cause written notice to be sent to all members of the association no less than 21 days
prior to the meeting and shall include the following:
(i) notice and details of date, venue and time of the association annual general meeting, and
(ii) details of all nominees for all positions declared vacant
(c) In addition to any other business which may be transacted at an annual general meeting, the business
of an annual general meeting is to include the following:
(i) to confirm the minutes of the last preceding annual general meeting and of any special general
meeting held since that meeting,
(ii) to receive from the Board reports on the activities of the association during the last preceding
financial year,
(iii) to elect the relevant office-bearers of the association,
(iv) to receive and consider the association’s accounts and any financial statement or report required
to be submitted to members under the Act, and
(v) to appoint an auditor for the association, if required.
(2) Branch and other Sub-Committee Annual General Meetings
(a) The annual general meeting of all Branch Committees and all sub-committees are, subject to the Act
and to this constitution, to be convened in the month of July of each calendar year at such date, place
and time as the Branch Committee or sub-committee deems fit.
(b) In addition to any other business which may be transacted at such an annual general meeting, the
business of a branch or sub-committee annual general meeting is to include the following:
(i) to confirm the minutes of the last preceding annual general meeting and of any special general
meeting held since that meeting.
(ii) to receive from the sub-committee reports on the activities of the sub-committee during the last
preceding financial year.
(iii) to elect members to the branch or sub-committee Executive. Such nominations can be received
both in advance in writing and taken from the floor during the meeting
(3) An annual general meeting must be specified as such in the notice convening it and call for appropriate
nominations. The notice must be received by members of the branch or sub-committee not less than 21
days before the date of the annual general meeting.
(4) The making of decisions at such a meeting will be undertaken in accordance with clause 37.
32 Special general meetings - calling of
(1) The Board may, whenever it thinks fit, convene a special general meeting of the association.
(2) The Board must, on the requisition in writing of at least 35 per cent of the total number of members,
convene a special general meeting of the association.
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(3) A requisition of members for a special general meeting:
(a) must state the purpose or purposes of the meeting, and
(b) must be signed by the members making the requisition, and
(c) must be lodged with the Board Secretary, and
(d) may consist of several documents in a similar form, each signed by one or more of the members
making the requisition.
(4) If the Board fails to convene a special general meeting to be held within 1 month after that date on which
a requisition of members for the meeting is lodged with the Board Secretary, any one or more of the
members who made the requisition may convene a special general meeting to be held not later than 3
months after that date.
(5) A special general meeting convened by a member or members as referred to in sub-clause (4) must be
convened as nearly as is practicable in the same manner as general meetings are convened by the
Board.
(6) Any member who consequently incurs an expense for postage of notices is entitled to be reimbursed by
the association and for any other expense reasonably incurred in holding the meeting.
33 Notice
(1) Except if the nature of the business proposed to be dealt with at a general meeting requires a special
resolution of the association, the Secretary must, at least 14 days before the date fixed for the holding
of the general meeting, give a notice to each member specifying the place, date and time of the meeting
and the nature of the business proposed to be transacted at the meeting.
(2) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution
of the association, the Secretary must, at least 21 days before the date fixed for the holding of the
general meeting, cause notice to be given to each member specifying, in addition to the matter required
under subclause (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 is to be transacted at the
meeting except, in the case of an annual general meeting, business which may be transacted under
clause 31(1)(c).
(4) A member desiring to bring any business before a general meeting may give notice in writing of that
business to the secretary who must include that business in the next notice calling a general meeting
given after receipt of the notice from the member.
34 Quorum for general meetings
(1) No item of business is to be transacted at a general meeting unless a quorum of members entitled under
this constitution to vote is present during the time the meeting is considering that item.
(2) Any five (5) members of the Board, or any four (4) Executive members of a Branch Committee, or any
three (3) members of any other sub-committee shall constitute a quorum for the transaction of the
business of a meeting of the Board, Branch Committee or sub-committee.
(3) Any six (6) members of the Board together with any other ten (10) members of the association shall
constitute a quorum for the transaction of business at a general meeting of the association.
(4) If within half an hour after the appointed time for the commencement of a meeting a quorum is not
present, the meeting:
(a) if convened on the requisition of members, is to be dissolved, and
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(b) in any other case, is to stand adjourned to the same day in the following week at the same time and
place, or as mutually agreed by the Board, Branch Committee or sub-committee as applicable.
(5) 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 meeting is to be dissolved.
35 Presiding member
(1) The chairperson or, in the chairperson’s absence, the vice-chairperson, is to preside as chairperson at
each Board, Branch committee, sub-committee or general meeting of the association.
(2) If the chairperson and the vice-chairperson are absent or unwilling to act, the members present must
elect one of their number to preside as chairperson at the meeting.
36 Adjournment
(1) The chairperson 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 is to be transacted at an adjourned meeting other than the business left unfinished at the
meeting at which the adjournment took place.
(2) If a general meeting is adjourned for 14 days or more, the secretary must 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 subclauses (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.
37 Making of decisions
(1) A question (other than a special resolution) arising at a Board meeting, Branch Committee meeting, subcommittee meeting, annual general meeting or general meeting of the association is to be determined
by a majority of the votes of members of the Board or sub-committee present at the meeting.
(2) A question arising at a Board meeting, Branch Committee meeting, sub-committee meeting, annual
general meeting or general meeting of the association is to be determined by either:
(a) a show of hands, or
(b) if on the motion of the chairperson or if 50% or more members present or by proxy at the meeting
decide that the question should be determined by a written ballot—a written ballot, as per subclause
(4).
(3) If the question is to be determined by a show of hands, a declaration by the chairperson 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 minutes of the association, is evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against that resolution.
(4) If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the
association’s procedures.
(5) Any act or thing done or suffered, or purporting to have been done or suffered, by the Board or by a subcommittee appointed by the Board, is valid and effectual despite any defect that may afterwards be
discovered in the appointment or qualification of any member of the Board or sub-committee.
38 Special resolutions
(1) A resolution of the association is a special resolution:
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(a) if it is passed by a majority which comprises at least three-quarters of such members of the
association as, being entitled under this constitution so to do, vote in person or by proxy at a general
meeting of which at least 21 days written notice specifying the intention to propose the resolution as a
special resolution was given in accordance with this constitution, or
(b) where it is made to appear to the Director General that it is not practicable for the resolution to be
passed in the manner specified in sub-clause (1), if the resolution is passed in a manner specified by
the Director General.
39 Voting
(1) On any question arising at any annual general meeting or other meeting of the association, any Board
meeting, Branch Committee or any other sub-committee meeting:
(a) a member (including the person presiding at the meeting) has one vote only, and
(b) all votes must be given personally or by proxy, as per clause 39, but no member may hold more than 2
proxies.
(2) A member or proxy is not entitled to vote at any annual general meeting or other meeting of the
association, or any Branch Committee or any other sub-committee unless all money due and payable
by the member and proxy to the association has been paid.
40 Proxy voting
(1) At any annual general meeting or other meeting of the association, any Branch Committee or any other
sub-committee, each member is to be entitled to appoint another member as proxy by notice given to
the appropriate committee Secretary prior to the commencement of the meeting or as deemed
acceptable by the Board, Branch Committee or sub-committee in respect of which the proxy is
appointed.
(2) The notice appointing the proxy is to be in the form set out in Appendix 3 to this constitution.
41 Postal ballots
(1) The association may hold a postal ballot to determine any issue or proposal (other than an appeal under
clause 14).
(2) A postal ballot is to be conducted in accordance with the association’s policies as determined by the
Board from time to time.
Part 7 - Financial management
42 Insurance
(1) The association may effect and maintain insurance.
43 Funds - source
(1) The funds of the association are to be derived from joining fees and annual subscriptions of members,
fundraising activities, donations and, subject to any resolution passed by the association in general
meeting, such other sources as the Board, Branch Committee or sub-committee determines.
(2) All money received by the association must be deposited as soon as practicable and without deduction to
the credit of the association’s bank or other authorised deposit-taking institution account.
(3) The association must, as soon as practicable after receiving any money, issue an appropriate receipt.
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44 Funds - management
(1) Subject to any resolution passed by the association in general meeting, the funds of the association are
to be used in pursuance of the objects of the association in such manner as the Board determines.
(2) The Board may, by instrument in writing, from time to time, delegate part of the management of funds to
any Branch Committee or other sub-committee who shall manage the funds in accordance with this
clause and comply with the requirements of clause 26(4).
(3) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed
by any two (2) members of the Board or any Branch committee or any sub-committee or employees of
the association, being members or employees authorised, in writing, to do so by the Board.
(4) Subject to any law regulating investment by the association, the Board or any Branch Committee or any
sub-committee may acquire, hold and dispose of any real, financial and personal property whatsoever
in accordance with the objects of the association and this constitution.
(5) Subject to clauses 44(4) and 45(1), control of the property of the association shall be vested in the Board
to be exercised in accordance with the objects of this constitution.
45 Delegation to sub-committee
(1) Subject to this clause the control of such proportion of the real, financial and personal property of the
association as the Board may from time to time determine may be delegated to any Branch Committee
or sub-committee.
(2) Any Branch Committee or any sub-committee to which control of property has been delegated shall:
(a) hold such property in trust for the whole association, and
(b) apply such property towards furthering the objects of the association, and
(c) comply with any directions of the Board with respect to that property, and
(d) make such reports of its dealings as the Board may require.
(3) Unless otherwise specified by the Board, any Branch Committee or any sub-committee may be delegated
the control of rescuing and caring equipment and facilities in their area.
46 Use of funds
(1) The income and property of the association shall be used and applied solely in promotion of its objects
and no portion shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or
by way of profit to members, directors or trustees of the association. Any allocation of funds or property
to other persons or organisations will be made in accordance with the established purposes of the
association and not be influenced by the preference of the donor.
(2) Nothing in this clause shall prevent the payment of remuneration in return for services actually rendered
to the association in accordance with this constitution or the repayment of recoverable and necessary
out-of-pocket expenses.
(3) Unless otherwise specified by the donor:
(a) donations made to the association via the main office of the association or the Board, shall be
controlled by the Board for the purpose of running the main office of the association and otherwise
furthering the objects of the association, and
(b) donations made to any member or Branch Committee of the association shall be controlled by the
Branch in which the donation is made and shall be used for the furthering of the objects of the
association in that area.
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(4) Unless otherwise specified in the will, bequests made out to the association shall be used for the benefit
of the association as a whole as determined by the Board.
(5) First call on all Branch Committee funds and property shall be for supporting the coordination of the
rescue, rehabilitation and release network in that area.
47 Financial year
(1) The financial year of the association is:
(a) the period commencing on the date of incorporation of the association and ending on the following 30
June, and
(b) each period of 12 months after the expiration of the previous financial year of the association,
commencing on 1 July and ending on the following 30 June.
48 Auditor
(1) In the event that an audit is required, the annual general meeting of the association shall appoint an
auditor, who is eligible for re-appointment at succeeding annual general meetings.
(2) In the event that the annual general meeting does not appoint an auditor, the Board may do so.
(3) An auditor shall not be a member of the Board.
(4) The auditor shall examine the books and annual accounts of the association and shall furnish a report
thereon to members of the association
(5) Subject to sub-clause (6), notice in writing of the intention to nominate an auditor to replace the current
auditor shall be given to the Board Secretary at least twenty one (21) days before the annual general
meeting. The Board Secretary shall send a copy of the nomination to the current auditor at least
fourteen (14) days before the annual general meeting. The current auditor shall be entitled to attend the
annual general meeting of the association and, if they so wish, be heard at such annual general
meeting.
(6) Where the current auditor submits his/her resignation, or notifies the Board Secretary of his/her intention
not to seek re-election as auditor, sub-clause (5) shall not apply.
(7) The remuneration, if any, of the auditor shall be determined by the Board.
49 Charitable Fundraising
(1) The association shall comply with the provisions of the Charitable Fundraising Act 1991 and the
regulations thereunder as are applicable to it.
50 Public Gift Fund
(1) The association shall establish and maintain a public gift fund to be called the Sydney Wildlife Public Gift
Fund.
(2) The purpose of the fund is to support the environmental objects and purposes of Sydney Metropolitan
Wildlife Services Inc.
(3) Members of the public are to be invited to make gifts of money or property to the fund for the
environmental purposes of the association.
(4) Money from interest on donations, income derived from donated property, and money from the realisation
of such property is to be deposited into the fund.
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(5) A separate bank account is to be opened to deposit money donated to the fund, including interest
accruing thereon, and gifts to it are to be kept separate from other funds of the association.
(6) The fund must not receive any other money or property into its account and it must comply with
subdivision 30-E of the Income Tax Assessment Act 1997.
(7) Numbered receipts are to be issued in the name of the fund and proper accounting records and
procedures are to be kept and used for the fund.
(8) The fund will be operated on a not-for-profit basis
(9) A committee of management of no fewer than three persons will administer the fund. The committee will
be appointed by the Board and will include the Board Treasurer. A majority of members of the
committee are required to be ‘responsible persons’ as defined by the Guidelines to the Register of
Environmental Organisations. The members of the Public Gift Fund management committee will be the
only signatories to the Public Gift Fund account.
(10) The association agrees to comply with any rules that the Federal Treasurer and the Federal Minister
with responsibility for the environment may make to ensure that gifts made to the fund are only used for
its principal purpose.
(11) The association must inform the federal department responsible for the environment as soon as
possible if:
(a) it changes its name or the name of its public fund, or
(b) if there is any change to the membership of the management committee of the public fund, or
(c) there has been any departure from the model rules for public funds located in the Guidelines to the
Register of Environmental Organisations.
(12) Statistical information requested by the federal department responsible for the environment on
donations to the Public Gift Fund will be provided within four months of the end of the financial year.
Where required, an audited financial statement for the association and its public fund will be supplied
with the annual statistical return.
(13) Where provided, the statement will provide information on the expenditure of public fund monies and the
management of public fund assets.
51 Winding Up
(1) In the event of any branch of the association winding up, any surplus funds held by the branch after
payment of all outstanding debts will be donated to the association.
(2) In the event of the winding-up of the public gift fund, any surplus assets are to be transferred to another
fund with similar objects that is on the Register of Environmental Organisations.
(3) In the event of the association winding up, any surplus funds or assets held by the association will be
donated to another organisation(s) having similar objectives to the association which also prohibits the
distribution of its income and property amongst its members. However, in making the distribution, the
association must ensure it satisfies all legal obligations applying to any funds or property over which a
charitable trust exists.
Part 8 - Miscellaneous
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52 Change of name, objects and constitution
(1) An application to the Director-General for registration of a change in the association’s name, objects or
constitution in accordance with section 10 of the Act is to be made by the public officer or a Board
member.
(2) The statement of objects and this constitution may be altered, rescinded or added to only by a special
resolution of the association.
53 Common Seal
(1) The common seal of the association must be kept in the custody of or in the control of the Public Officer.
(2) The common seal must not be affixed to any instrument except by authority of the Board and the affixing
of the common seal must be attested by the signatures of 2 members of the Board.
54 Custody of books
(1) Except as otherwise provided by this constitution, the public officer must keep in his or her custody or
under his or her control all records, books and other documents relating to the association.
55 Inspection of books
(1) The following documents must be open to inspection, free of charge, by a member of the association at
any reasonable hour:
(a) records, books and other financial documents of the association,
(b) this constitution,
(c) minutes of all Board meetings and general meetings of the association.
(2) A member of the association may obtain a copy of any of the documents referred to in subclause (1) on
payment of a fee of not more than $1 for each page copied.
56 Service of notices
(1) For the purpose of this constitution, a notice may be served on or given to a person:
(a) by delivering it to the person personally, or
(b) by sending it by pre-paid post to the address of the person, or
(c) by sending it by facsimile transmission or some other form of electronic transmission to an address
specified by the person for giving or serving the notice.
(2) For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or
served:
(a) in the case of a notice given or served personally, on the date on which it is received by the
addressee,
(b) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the
ordinary course of post,
(c) in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on
the date it was sent or, if the machine from which the transmission was sent produces a report
indicating that the notice was sent on a later date, on that date.
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