WALES
/ WESTPAC EX-PNG STAFF REUNION ASSOCIATION
CONSTITUTION
1. NAME OF THE
ASSOCIATION
The name of the Association shall be the Wales/Westpac Ex-PNG Staff Reunion Association (the "Association").
2. OBJECTIVES OF THE
ASSOCIATION
The Association shall be a non-profit organisation. Objectives of the Association shall be:
(i)
To conduct a reunion annually, or at such
frequency as is considered appropriate by the Committee, for the enjoyment of
current and former staff of Westpac Banking Corporation formerly known as Bank
of New South Wales (the "Bank") who worked in the Related Bank or
were seconded to other entities in PNG.
Such current and former staff will hereinafter be called a “Qualifying Person”.
(ii)
To arrange any other functions which are
considered appropriate by the Committee for the enjoyment of Qualifying Persons.
(iii) From time to time, at the discretion of the Committee, do such things as to engender friendly relations with PNG.
3. MANAGEMENT COMMITTEE
3.1 Committee members shall be elected at the AGM and shall be eligible for re-election at subsequent AGM’s of the Association. Ballot may be by show of hands.
3.2 A Committee member must be a Qualifying Person.
3.3 Nominations for membership of the Committee will be called for no less than one month prior to the AGM.
3.4 The Association’s
Committee shall consist of at least three members to be elected annually at the
AGM. The initial Committee shall consist of those members elected at the AGM at
which this Constitution is adopted.
3.5 Subject to this
Constitution, the Committee shall be self-governing.
3.6 The Committee may
designate office holders including (but not limited to) President, Treasurer
and Secretary.
3.7 The Committee
shall have power to form sub-committees, to delegate to other persons if and
when required, and to delegate such powers as it sees fit to such
sub-committees or third parties.
3.8 A sub-committee
member must be a Qualifying Person.
3.9 The Committee may
appoint persons to fill any vacancies on the Committee occurring between AGMs.
3.10 The assets and
income of the organisation shall be applied solely in furtherance of its
above-mentioned objects and no portion shall be distributed directly or
indirectly to the members of the organisation except as bona fide compensation
for services rendered or expenses incurred on behalf of the organization.
4. DUTIES OF THE
COMMITTEE
4.1 The Committee
shall manage all affairs of the Association and in all matters its decision
shall be final subject only to an appeal by a Qualifying Person(s) at a Special
General Meeting called for the purpose of considering such appeal.
4.2 The Committee
shall have the power to frame by-laws and regulations in regard to the conduct
of the Association, operations on the Association’s bank account, the duties of
its various officers and all other related matters.
4.3 The Committee shall have power to
determine any matter for which the by-laws and regulations do not provide but
it shall not take any action by virtue of such power which is opposed to the
spirit of the by-laws and regulations.
Should any doubt arise as to the meaning or application of any by-laws
and regulations, the Committee shall have power to decide the matter.
5. COMMITTEE MEETINGS
The Committee shall meet as required, but not more than six months shall elapse between meetings.
6. RECORD OF MEETINGS
The Committee shall keep a true and concise record of all general and Committee meetings in a suitable format.
7. QUALIFYING PERSON
7.1 A Qualifying Person shall have been (or
may continue to be) a member of the staff of the Bank who worked in the Related
Bank or were seconded to other entities in PNG.
7.2 A Qualifying Person is entitled to have
their name and contact details recorded in the Association’s database and
receive all communications/newsletters, including notification of the reunion
function/AGM and other functions put on from time to time by the Association.
8. MEMBERSHIP
8.1 Membership of the Association shall fall
into two categories:
· Full Member
· Associate Member
A Full Member is a Qualifying Person who has paid the required subscription in the current financial year. A Full Member shall have one vote at the AGM or any Special General Meeting whether they are present or not.
An Associate Member shall be a non-Qualifying Person, who attends the AGM in the company of a Full Member, as a partner or spouse and has paid the required subscription in that year. An Associate Member shall have NO voting rights at the AGM or any Special General Meeting.
8.2 Membership in any given year shall be
limited to a number set by the Committee.
8.3 Special voting rights may be afforded, at
the discretion of the Committee and following the receipt of a written request,
to Qualifying Persons who are not Full Members.
9. SUBSCRIPTIONS
The annual subscription of Members shall be the Annual Reunion Function Fee as determined by the Committee and become payable no later than 15 August each year and be current for that financial year. Membership shall cease if a subscription remains unpaid on or by the date of the AGM.
10. FINANCIAL ACCOUNTS
10.1 The financial year of the Association shall
run from 1 January to 31 December in the same year.
10.2 The Association shall keep proper books and
accounts. The Committee shall prepare an Annual Financial Statement, which
shall be presented to the Auditor appointed at the AGM to audit the accounts of
the Association. The auditor shall not be a member of the Committee.
10.3 Where the Association is a member of the
Staff Club, the Association must, on request of the Committee of the Staff
Club, submit its books and accounts to the Staff Club committee for inspection.
11. RECEIPT AND PAYMENT OF MONIES
11.1 All funds received by the Association shall
be deposited in the Association’s bank account styled “Westpac Ex-PNG Staff
Club” at such bank/branch as the Committee shall determine from time to time,
as soon as possible after receipt.
11.2 All payments (other than those from petty
cash, for which a proper record shall be kept) shall be made from the
Association’s bank account and cheques for such payments shall be signed by two
members of the Committee, or in such manner as may be resolved by the Committee
from time to time.
12. ANNUAL GENERAL MEETING
12.1 A general meeting, to be called the Annual
General Meeting (AGM), of which fifty days clear notice shall be given to
Qualifying Persons, shall be held concurrently with the reunion function on the
third Friday of September each year, or as determined by the Committee from
time to time. The business of this Meeting shall be:
(i) To confirm the minutes of the last AGM.
(ii) To receive the Report and the Audited Financial Statement.
(iii) To elect the Committee members for the ensuing year.
(iv) To conduct such other business that may arise. Such business must be submitted to the Committee in writing no later than fourteen days prior to the date of the AGM.
12.2 Publication of notices in connection to
other business, to be discussed at the AGM, shall be available on the
Association’s internet site:
or
as otherwise communicated to Qualifying Persons at least seven days from the
date of the AGM.
12.3 Other business must be carried by a majority
of at least two thirds (rounded up) of the Full Members personally present and
Full Members from the current or previous financial year, not personally
present, that have submitted a written vote.
13. ANNUAL REUNION
13.1 An Annual Reunion function, of which fifty
days clear notice shall be given to Qualifying Persons, shall be held concurrently
with the AGM on the third Friday of September each year, or as determined by
the Committee from time to time.
13.2 The Committee can from time to time, as it
sees fit, invite special guests to the reunion, for example, but not limited to
local and expatriate staff of the Related Bank in PNG who are in Australia at
the time, or other dignitaries.
13.3 Special guests will have no voting rights at
the AGM.
14. SPECIAL GENERAL MEETINGS
14.1 Special General Meetings may be called by
the Committee or by a requisition signed by at least twenty Qualifying Persons
who are Full Members in the current or previous financial year. Such
requisition is to state the business proposed to be dealt with and only that
business may be discussed at that meeting.
14.2 The Committee shall fix the date of Special
General Meetings but not more than twenty eight days shall elapse from the date
of any requisition.
14.3 Qualifying Persons shall receive twenty one
days clear notice of the date, time and venue of Special General Meetings. Such
notice shall list the agenda of the meeting and give particulars of the
business to be dealt with.
14.4 Any resolution, other than to dissolve the
Association, must be carried by a majority of at least two thirds (rounded up)
of the Full Members personally present and Full Members from the current or
previous financial year, not personally present, that
have submitted a written vote.
15. QUORUMS
15.1 There are separate quorum requirements for
the following types of meetings:
¨ Committee Meetings
¨ AGM
¨ Special General Meetings
15.2 Two thirds of the current Committee (rounded
up) personally present shall constitute a quorum for a Committee Meeting.
15.3 Fifteen Full Members personally present
shall constitute a quorum at an AGM.
15.4 (i) Where
a Special General Meeting is called, other than to dissolve the Association,
fifteen Full Members from the current or previous financial year personally
present shall constitute a quorum.
(ii) Where a Special General Meeting is
called, for the sole purpose of dissolving the Association, two Full Members
from the current or previous financial year personally present shall constitute
a quorum.
16 ALTERATIONS TO THE CONSTITUTION
16.1 To effect any alteration, addition or rescission
of this Constitution, the matter must be submitted to a Special General Meeting
duly convened for that purpose.
16.2 Any resolutions in regards to alterations,
additions or rescission of the Constitution must be carried by in aggregate at
least two thirds (rounded up) of
(i) the Full Members personally present; and
(ii) the Full Members from the current or
previous financial year, not personally present, that have submitted a written
vote.
17 DISSOLUTION
17.1 The Association shall not be dissolved
except at
(i) a Special General Meeting, or
(ii) a Committee meeting,
in each case called for the sole purpose of dissolving the
Association.
17.2 The resolution to dissolve the Association
must be carried by:
(a) in the case of a
Special General Meeting in aggregate, at
least two thirds (rounded up) of
(i) the Full Members from the current or
previous financial year personally present; and
(ii) the Full Members from the current or
previous financial year, not personally present, that have submitted a written
vote;
(b) in the case of a
Committee meeting, by unanimous vote of the members of the Committee personally
present.
17.3 In the event of the dissolution of the
Association, all monies and assets held by the Association, after paying
outstanding debts and liabilities, shall be paid to the Staff Club to dispose
of in a manner consistent with the Objects of the Staff Club.
DEFINITIONS
“AGM” means the Annual General Meeting as described in Clause 13.1
“Annual Financial Statement” means the financial statement prepared for the Association on an annual basis
“Annual Reunion Function Fee” means the fee payable by Qualifying Persons to attend the annual reunion of the Association
“Audited Financial Statement” means the Annual Financial Statement after audited pursuant to Clause 11.2
“Bank” means Westpac Banking Corporation (formerly known as Bank of New South Wales
“Committee” means the management committee of the Association as described in Clause 3
“Members” means Full Members and Associate Members as described in clause 9
“PNG” means Papua New Guinea
“Qualifying Person” has the meaning ascribed to it in Clause 2
“Related Bank” means Westpac Bank – PNG – Limited (formerly known as Bank of New South Wales – PNG – Limited)
“Special General Meeting” is a meeting of the kind described in Clause 15
“Staff Club” means the Westpac Banking Corporation Staff Club
Adopted by the Committee of the Wales/Westpac Ex PNG Reunion Association on the 14th March 2003
Amended by the Committee and adopted as amended at the AGM held on 21st September 2012
Last updated 22nd September 2012