Our Club consititution is called the "Rules of Perth Bushwalkers Club (Inc.)" and is registered with the Department of Commerce. It contains the statutory requirements for the Club's constitution and can only be changed in accordance with the process set out within it.

Updated 1st May 2019.

  1. NAME OF CLUB

The name of the club shall be the "Perth Bushwalkers Club (Inc)", hereinafter referred to as the Club.

  1. DEFINITIONS

For the purposes of these Rules:

  1. A General Meeting is defined as either an Annual General Meeting, held in accordance with Rule 10 of these Rules, or an Extraordinary General Meeting, held in accordance with Rule 11 of these Rules.
  2. Where notice in writing is required by these Rules, notice shall be deemed to be given as from the date of mailing.
  3. A Member is a member of the Club whose application has been accepted in accordance with Rule 6(b) of these Rules.
  4.  An Eligible Member at a General Meeting is a Member who has attended at least one Club activity in the previous 12 months, and whose membership was current on the day prior to the commencement of the meeting.
  5. The Committee shall be a group of Members as defined in Rule 9 of these Rules.
  6. The Executive Officers of the Club are the President, Secretary and Treasurer of the Club.
  7. Surplus property, referred to in Rule 21 of these Rules, means property remaining after satisfaction of the debts and liabilities of the Club, and the costs, charges and expenses of winding up or cancelling the incorporation of the Club, but does not include books relating to the management of the Club.
  8. The Act referred to in these Rules is the Associations Incorporation Act 2015.
  1. OBJECTS

The objects of the Club shall be:

  1. To organise bushwalks and related activities.
  2. To encourage the development of skills relevant to bushwalking.
  3. To promote an awareness of and an empathy for the Western Australian bushwalking environment and to promote its conservation.
  1. POWER

The Club has the power to do all such things as are necessary, incidental to or conducive to the attainment of the objects of the Club.

  1. INCOME AND PROPERTY
  1. The income and property of the Club shall be applied solely towards the promotion of the Objects of the Club.
  2. No portion of the income or property shall be paid, transferred or distributed directly or indirectly to the members of the Committee, or of the Club except for reimbursement of expenses incurred on behalf of the Club.
  1. MEMBERSHIP
  1. A person is eligible to become a Member of the Club if they:
    i. Have met the requirements set out in the Club’s Introductory Walks Policy; and
    ii. Are aged 18 years or over.
  2. To become a Member of the Club:
    1. A person shall submit an application on a form approved by the Committee, together with membership fees due.
    2. The Committee shall either accept or reject an application without being required to give reasons.
    3. If an application is rejected, all membership fees accompanying the application shall be refunded.
  3.  A person is deemed to become a Member of the Club from the date upon which their membership fee has been paid and their name has been entered in the Register of Members.
  4. A Member shall cease to be a member if the Member:
    1. Fails to pay any moneys due;
    2. Is suspended or expelled;
    3. Resigns by giving written notice to an Executive Officer of the Club.
  5. The Club shall maintain a register of Members, which is available for any Member to inspect, upon request.
  1. LIFE MEMBERSHIP
  1. A Member may be elected as a Life Member at an Annual General Meeting in recognition of outstanding contributions made to the Club and to bushwalking in Western Australia.
  2. Only the Committee shall nominate a Member as a Life Member, and may nominate no more than one Club Member each year for Life Membership.
  3. A person nominated for Life Membership must be informed of their nomination before the Annual General Meeting, and has the right to refuse the nomination.
  4. Life Members shall have the same rights, privileges and responsibilities as other Members except that they shall not be required to renew their membership or pay membership fees.
  5. Life Members may resign their Life Membership at any time.
  1. SUBSCRIPTIONS
  1. Fees and the duration(s) of membership shall be determined by the Committee. Such determinations shall be valid for a period of at least a Club financial year.
  2. Membership fees are non-refundable except in accordance with Rule 6(b)(iii).
  1. COMMITTEE
  1. The management of the Club shall be the responsibility of the Committee.
  2. Committee members shall be elected in accordance with Rule 10(c)(v) of these Rules or appointed in accordance with Rule 9(g) of these Rules.
  3. The Committee shall consist of no more than 15 and no less than 8 members of the Club.
  4. The Committee shall consist of a President, Secretary and Treasurer and other Committee members as determined at the Annual General Meeting.
  5. A person ceases to be a Committee member if the person:
    i.          Dies or otherwise ceases to be a member; or
    ii          Resigns from the committee or is removed from office under Rule 17 of these Rules; or
    iii.        Becomes ineligible to act as a Committee member under Section 39 of the Act; or
    iv.        Becomes permanently unable to act as a Committee member because of a   mental or physical disability; or
    v.         Fails to attend 3 consecutive Committee meetings, of which the person has been given notice, without having notified the Committee that the person will be unable to attend; or
    vi.        Has completed three consecutive terms as an Executive Officer, or seven consecutive years as a Committee member, which shall also include terms as an Executive Officer.
  6. All Committee positions must be declared vacant at the Annual General Meeting.
  7. Should any vacancy occur in the Committee, other than in the normal course of elections, the Committee may fill such a vacancy from the members of the Club, and such member shall hold office for the unexpired portion of their predecessor's term.
  8. The Committee shall meet a minimum of four times per year to conduct the business of the Club.
  9. Any three members of the Committee together shall have the power to call a meeting of the Committee.
  10. At least 7 days’ notice of Committee meetings shall be given to all members of the Committee.
  11. The quorum for Committee meetings shall be 51% of the Committee.
  12. At every Committee meeting, a motion put to the vote shall be decided by a numerical majority of the Committee members present.
  13. The chairperson at all Committee meetings may have a casting vote in addition to a deliberate vote.
  14. The Committee shall have the power to form subcommittees and shall define their terms of reference. Such subcommittees may be disbanded by the Committee.
  15. All Committee decisions and actions are valid unless made fraudulently or in bad faith.
  1. ANNUAL GENERAL MEETING
  1. The Annual General Meeting shall be commenced within 60 days of the end of the Club financial year.
  2. The quorum shall consist of at least 10% of the Eligible Members.
  3. The business of the Annual General Meeting and the order of that business shall be:
    1. Confirmation of the Minutes of the previous Annual General Meeting and matters arising.
    2. The President's Report.
    3. Submission of an audited balance sheet for the previous Club financial year.
    4. Any other reports.
    5. Election of the Committee.
    6. The appointment of an Auditor.
    7. Notices of Motion including any Special Resolutions.
    8. General business.
  4. Adjournment of the Annual General Meeting:
    1. If a quorum is not present within 45 minutes of the scheduled starting time, the Annual General Meeting will be adjourned to a date within 30 days of the original meeting.
    2. Notice of the resumption of that Annual General Meeting shall be given by any practical means to all members not less than 7 days prior to the resumption.
    3. If a quorum is not present within 45 minutes of the scheduled resumption time of that Annual General Meeting, those Eligible Members present shall be deemed to constitute a quorum.
  1. EXTRAORDINARY GENERAL MEETING
  1. An Extraordinary General Meeting may be called in one of the following ways:
    1. By resolution of the Committee
    2. By petition in writing signed by at least 10% of the members of the Club, and stating the business of the proposed meeting. An Extraordinary General Meeting called pursuant to a petition shall be held within 30 days following receipt of the petition by an Executive Officer of the Club
    3. At the request of the President
    4. By resolution at an Annual General Meeting or an Extraordinary General Meeting.
  2.  The quorum shall consist of at least 10% of the Eligible Members.
  3.  If a quorum is not present within 45 minutes of the scheduled starting time, the Extraordinary General Meeting shall lapse.
  1. CHAIRING GENERAL MEETINGS
  1. The President shall preside at any General Meeting unless the Meeting resolves to elect another Eligible Member to the chair.
  2. The Chairperson of any General Meeting may have a casting vote as well as a deliberate vote.
  3. At all General Meetings, the Chairperson's decision on points of order shall be final.
  4. The minutes for the Meeting shall be taken by the Secretary, or a person authorized by the committee.
  1. VOTING AT GENERAL MEETINGS
  1. Only Eligible Members may vote at a General Meeting.
  2. At all General Meetings, each Eligible Member shall be entitled to one vote.
  3. At every General Meeting, a motion put to the vote, other than for any Special Resolution on notice, shall be decided by a numerical majority of the Eligible Members present in person.
  4. At every General Meeting, a motion put to the vote for any Special Resolution on notice, shall be decided by a numerical majority of the Eligible Members present in person or by proxy.
  5. Any Eligible Member may appoint a proxy to vote on that Eligible Member’s behalf and direct that proxy to vote for or against each or any Special Resolution. A proxy must be an Eligible Member of the Club, and if no proxy is named, then the Chairperson of the General Meeting will assume the role of proxy.
  6. The instrument appointing a proxy must be received by the Secretary of the Club either by mail or electronically, not less than 24 hours before the commencement of the General Meeting.
  1. NOTICE OF GENERAL MEETING
  1. At least 21 days written notice shall be given of any General Meeting to all members unless stated otherwise in these Rules. Such notice shall state the business of the meeting including any proposed special resolution.
  2. A notice or other document that is to be given to a member under these Rules is taken to have been given to the member when such notice is:
    i.          Delivered by hand to the recorded address of the member; or
    ii.         Sent by prepaid post to the recorded postal address of the member; or
    iii.        Sent by electronic transmission to an appropriate recorded electronic address of the member
  3. The non-receipt by any member of any notice required by these Rules shall not invalidate or affect any proceedings at such a meeting.
  1. MINUTES OF MEETINGS

Minutes shall be kept of all General Meetings and Committee Meetings as set out in the Club’s Meeting Policy, and copies shall be provided to any Member following a request by that Member.

  1. DISPUTES AND MEDIATION
  1. The grievance procedure set out in this rule applies to disputes under these rules between:
    i. A member and another member; or
    ii. A member and the Club
  2. The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all the parties.
  3. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend the meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
  4. The mediator must be:
    i   A person chosen by agreement between the parties; or
    ii. In the absence of agreement, a person appointed by the Committee of the   Club.
  5. A member of the Club can be a mediator.
  6. The mediator cannot be a member who is party to the dispute.
  7. The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
  8. The mediation must be confidential and without prejudice.
  9. If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law, or by the application of Rule 17 as appropriate.
  1. SUSPENSION OR EXPULSION
  1. The Committee may, after application of Rule 16, call a meeting to consider suspension or expulsion of any Member of the Club whose conduct remains, in the opinion of the Committee, prejudicial to the interests of the Club. Any action shall be decided by a majority vote of the Committee Members present.
  2. The Member whom it is proposed to suspend or expel may attend this meeting for the purpose of being heard.
  3.  
    1. Any Member who is suspended or expelled shall be notified in writing of the decision by the Committee within seven days.
    2. There shall be a right of appeal against a decision to suspend or expel a Member.
    3. Any request for an appeal must be in writing to an Executive Officer within 14 days of notification of the decision.
    4. An Extraordinary General Meeting shall be called within 30 days of receipt of the written request.
    5. The Extraordinary General Meeting shall hear the Member's appeal and may confirm, vary or reverse the Committee decision.
  1. FINANCE
  1. The Club financial year shall be from the 1st April to the 31st March.
  2. The Committee shall cause true accounts to be kept of the monies received and expended.
  3. An audited balance sheet for the previous financial year, consisting of a summary of the assets and liabilities of the Club and a statement of profit and loss, shall be submitted to each Annual General Meeting.
  4. The accounts shall be audited by the Auditor who shall make a report on the accounts.
  5. Monies of the Club shall be paid into the account or accounts of the Club at such banks or other financial institutions as the Committee may from time to time direct.
  6. Monies shall only be drawn from Club accounts by cheque or electronic funds transfer.
  7. A minimum of two Committee Members are required to sign each cheque and authorise each electronic funds transfer. All Committee Members are empowered to become signatories.
  8. The club may operate a Debit card account for the purpose of Internet-based payments, and money shall only be transferred into the Debit card account for approved recurring payments, or for the amount of, and at the time when, the Internet-based payment is required. The credit balance in the Debit card account shall not exceed $500 at any time.
  9. All payments exceeding $500 must be approved by the Committee and the decision recorded in the minutes.
  10. The accounts shall be open to inspection by any Member upon giving reasonable notice to the Treasurer.
  1. AUDITOR

The Auditor shall be appointed by resolution at the Annual General Meeting to audit the accounts and shall not be a member of the Committee.

  1. COMMON SEAL

a. The Club shall have a Common Seal

b. The Common Seal shall not be used without the express authority of the Committee and every use of that Common Seal shall be recorded in the minutes of a Committee meeting.

c. The Common Seal shall be affixed by an Executive Officer of the Club in the presence of two other members of the Committee, both of whom shall ascribe their names as witnesses.

d. The Common Seal shall be kept in the control of the President.

  1. WINDING UP
  1. The Club may at any time, with the consent of 75% of the Eligible Members present in person or by proxy at an Extraordinary General Meeting called for the purpose, be wound up.
  2. Upon the winding up of the Club or cancellation of incorporation of the Club, its surplus property must be distributed as determined by Special Resolution at the above Meeting, to an organisation or organisations as referred to in Section 24(1) of the Act.
  1. RECORDS AND DOCUMENTS OF THE CLUB

a. Subject to Rule 22(b), the books and any securities of the Club must be kept in the Secretary’s custody or under the Secretary’s control.

b. The financial records and, as applicable, the financial statements or financial reports of the Club must be kept in the Treasurer’s custody or under the Treasurer’s control.

c. Rules 22(a) and 22(b) have effect except as otherwise decided by the Committee.

d. The financial records of the Club must be retained for at least 7 years.

e. These Rules, the register of members and any other record or document of the Club shall be open to inspection by any member of the Club.