(As amended at 2^nd September 2008)

PREAMBLE

The PROBUS name and emblem are registered under the Australian and New Zealand Trade Mark Acts.

They may be used only by Probus Clubs, Probus Associations and other bodies accredited by the Probus Centre – South Pacific Incorporated and they may not be used for any commercial purpose without the written approval of

the Probus Centre – South Pacific Inc. To hold accreditation a Probus club must have been sponsored by a Rotary club.

1. TITLE

(a) The name of this Club shall be Probus Club of Sydney Inc.

2. AIMS and OBJECTS

(a) The purpose of this Club shall be to advance intellectual and cultural interests among adult persons who have retired or are semi-retired from their former occupations.

(b) It will hold regular meetings and arrange activities to provide opportunities for fellowship, the development of acquaintance and social interaction.

(c) It shall strive to be seen as a worthwhile organisation by the local community.

(d) It shall be non-political and non-sectarian. It shall not endorse any candidate for public office and shall not take corporate action at any meeting with the intention of influencing the policies or decisions of governments; however the merits of any public question may be a subject of fair and intelligent study or discussion at a club meeting for the information of members.

(e) It shall not be, or be seen to be, a fund raising body.  The club by a majority decision of its members may engage in corporate projects for social benefit provided that any such activity shall not involve the raising of funds and provided that individual participation in any such project shall be entirely voluntary.

3. MEMBERSHIP

(a) Membership of this Club shall be open to retired and semi-retired professional and business people and others from  any worthy vocation who appreciate and value opportunities for social contact with others in similar circumstances.

(b) Membership of this Club shall be primarily for residents of the  Metropolitan Area of Sydney.

(c) Membership of this Club shall consist of ordinary members as defined in clause 3 (a) and non-subscribing members comprising Honorary Members, Life Members or Non-Active Members:

 (i) Honorary Members may be elected at the discretion of and on such terms as may be decided upon by a majority of members at a general meeting. Honorary Members shall not be required to pay membership subscriptions, shall not be eligible to hold office and shall not be entitled to vote but shall enjoy all other privileges of membership. The maximum number of Honorary Members shall be as decided by members at any General Meeting

(ii) Life Membership may be conferred upon a member who has rendered outstanding service to the Club. Nominations shall be submitted in writing to the Management Committee for consideration, and if approved, referred to the next General Meeting of the Club for confirmation. Life Members shall not be required to pay membership subscriptions but shall enjoy all other privileges of membership. The maximum number of Life Members shall be as decided by members at any General Meeting.

(iii) Non-Active Membership may be conferred by the Management Committee upon a member who because of illness or a physical disability has been granted leave of absence by the club, such members shall not be included in the member number of the club during that period of absence. Non-financial membership may be granted to Non-Active members, no maximum number of such members being applicable

(d) The maximum number of ordinary members shall be decided by members at an Annual General Meeting.

(e) Applicants for membership must be sponsored by two members of the club and approved for membership by a majority of the Management Committee.

(f) No person shall be denied membership of the club for reasons of race, religion or political persuasion.

(g) Upon the acceptance or rejection of an application for membership by the Management Committee the Secretary shall forthwith give the applicant notice in writing of such acceptance or rejection.

(h) An appeal against rejection of application for membership shall be in writing addressed to the Secretary and submitted to the next general meeting of club members for decision.

(i) Membership of this club shall be contingent upon attendance at regular meetings of not less than fifty per cent in any club year, subject to leave of absence in cases of sickness or on any other reasonable grounds.

(j) A member may resign by giving a written notice of resignation to the Secretary.

(k) The membership of a member convicted of an indictable offence may be terminated, without right of appeal, by decision of the members at a general meeting.

(1) The membership of a member may be terminated should such member not comply with any of the provisions of these rules or act in a manner considered to be injurious or prejudicial to the character or interests of the Club.

(m) The membership of such member may be terminated at a general meeting of the Club if a majority of members present at the meeting vote in favour of removing the member.

(n) Before a vote of members is taken about termination of membership, the member must be given a full and fair opportunity to show cause why there should not be a termination of membership.

(o) If after considering all representations made by the member, the meeting decides to terminate the membership , the Secretary must give the member written notice of the decision within seven days thereof.

(p) Should the member give written notice of appeal to the Secretary within one month of the decision, a meeting must be held within two months of receipt to consider the appeal. In the event of the appeal being rejected the Secretary must give the member written notice of the decision within seven days thereof.

(q) At that meeting, before a vote of members is taken, the member must be given a full and fair opportunity to show cause why the application should not be rejected or why the membership should not be terminated.

4. MANAGEMENT

(a) The Club shall be managed by a  Management Committee, hereinafter called "the Committee", comprising a President, one or more Vice-Presidents, a Secretary, a Treasurer and such number of Committee Members as decided at any General Meeting.

(b) Officers and Committee Members shall be elected annually. The term of office of the President shall be one year which may be extended to not more than two consecutive years if required due to special circumstances. Other officers and Committee Members may serve for not more than three successive years in any one office except as otherwise determined and recommended by the Committee to members for decision.

(c) For the purposes of these rules, the office of an Officer of the Club or of an Ordinary Member of the Committee becomes vacant if the officer or member:

(i) Ceases to be a member of the Club.

(ii) Becomes an insolvent under administration within the meaning of the corporations law.

(iii) Resigns the office in writing given to the Secretary.

(d) A casual vacancy on the Committee may be filled by action of the Committee.

(e) A quorum at meetings of the Committee shall be a majority of the members thereof.

(f) Voting shall be by a show of hands, a Committee member having one vote only. Proxies are not accepted.

(g) Where there is an equal division of votes at a committee meeting, the Chairman shall have a casting vote in addition to a deliberative vote.

(h) The minutes of each management committee meeting, when confirmed at the following meeting, must be signed by the Chairman of the meeting verifying their accuracy.

(i) The Committee shall have power to appoint sub-committees to deal with specific matters.

(j) Meetings of the Committee shall be as determined by the Committee, meeting at least once in every four calendar months to exercise its obligations.

(k) The Secretary shall advise members of the Management Committee the time and venue for each meeting, at least seven days prior to the meeting, orally or by mail, electronic transfer or any other method agreed upon.

(1) The Management Committee shall exercise general control and management of club affairs between meetings reporting on actions taken at the next general meeting of members.

(m) A Member of the Committee may be removed from office at a general meeting of the Club if a majority of members present at the meeting vote in favour of removing the member.

(n) Before a vote of members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause why removal from office should not be effected.

(o) A Member of the Committee has no right of appeal against the member's removal from office under this section.

5. ELECTION OF OFFICERS

 (a) An annual meeting for the election of officers shall be held on or before March 31st of each year.

 (b) Newly elected officers shall take office from April 1st each year.

(c) Nominations for positions on the Committee for the ensuing year shall be called for at the meeting preceding the February meeting, such nominations to be lodged with the Secretary no later than the February meeting. These positions shall be filled by ballot, if necessary, at the Annual General Meeting.

(d) Voting shall be by show of hands or by ballot as decided by the members. The candidate receiving the greatest number of votes of members present and voting in the election for each office or committee position shall be declared elected. Proxies are not accepted.

(e) Where there is an equal division of votes, the Chairman shall have a casting vote in addition to a deliberative vote.

(f) If insufficient nominations are received to fill all vacancies, the candidates nominated shall be deemed elected and further           nominations shall be received at the Annual General Meeting.

(g) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

(h) If the number of nominations received is more than the number of vacancies to be filled, an election shall be held.

6. MEETINGS

(a) General Meetings of the Club shall be held at monthly intervals, except as otherwise decided by members when affected by Public Holidays and/or the December/January holiday period.

(b) General Meetings of the club shall be held at such time and place approved by members.

(c) A quorum at meetings of the Club shall be twenty five per cent of the total club membership (excluding Honorary Members, Life Members and Non-Active Members) with a minimum of ten members.

(d) An Extraordinary General Meeting shall be called on the request, in writing, of not less than five members (excluding Honorary Members and Non-Active Members). Notice of such meeting shall be given to members at least twenty one days before the meeting is to be held with a statement setting out the purposes for which the meeting has been called and any motions submitted.

(e) An Annual General Meeting shall be held on the meeting day in March of each year at such a place and time as

may be determined by the Management Committee and at least twenty one days notice of such meeting shall be given.

(f) Notice of an Annual General Meeting stating the time, date, venue and business to be conducted at the meeting shall be given at the February meeting or by mail, electronic transfer or any other method agreed upon.

(g) Voting shall be by a show of hands, or by ballot if required by a majority of members.

(h) At general meetings, extraordinary general meetings or annual meetings of the club a member shall have one vote only. Proxies are not accepted.

(i) Where there is an equal division of votes, the Chairman shall have a casting vote in addition to a deliberative vote.

(j) The President, or in the absence of or the inability of the President to do so the Vice President, shall preside at all meetings. In the absence of both officers the members present shall elect a Chairman.

(k) The minutes of each meeting, when confirmed at the following meeting, must be signed by the Chairman of the meeting verifying their accuracy.

(l) Any notice of motion (other than to amend the Constitution) must be submitted to the Secretary, in writing at least fourteen days prior to the meeting at which the motion is to be formally proposed, where it must be read to members prior to discussion.

(m) Any notice of motion to amend the constitution must be submitted to the Secretary, in writing at least twenty eight days prior to the meeting at which the motion is to be formally proposed.

7. SUBSCRIPTIONS

(a) Members of the Club shall pay a joining fee (if any) and an annual subscription.

(b) The subscription shall include such insurance and capitation fees as may be required by the Probus Centre – South Pacific Inc.

(c) The joining fee (if any) and annual subscription payable by members shall be determined by members at the Annual General Meeting each year.

(d) The annual subscription is due and payable on the 1st April each year. Should a member not have paid the annual subscription by the 30th June the Management Committee may  terminate his membership.

(e) The subscription of a person joining the Club is to be paid pro-rata on a quarterly basis. i.e., where a person joins the Club during the:

Quarter ending 30th June             - Subscription is payable in full.

Quarter ending 30th September  - Three-quarters of subscription is payable.

Quarter ending 31st December    - One-half of subscription is payable.

Quarter ending 31st March          - One-quarter of subscription is payable.

 Notwithstanding the date upon which a person joins the Club, the Joining Fee (if any) is payable in full.

8. FINANCE

(a) The Funds of the Club shall be derived from joining fees, annual subscriptions, donations and such other sources as the members determine.

(b) The financial year of the Club shall begin on the first day of January and end on the last day of December.

(c) An Income and Expenditure Account (and Balance Sheet if appropriate) together with the Auditors Report for the twelve months to the end of the financial year shall be presented to the Annual General Meeting after being audited by the person or persons appointed at the previous Annual General Meeting.

(d) The Treasurer shall deposit all funds of the Club to the credit of the Club's account in the bank or other financial institution approved by the Committee.

(e) Cheques in payment of accounts shall be signed by any two of the President, Vice President, Secretary, Treasurer or Social Events Officer.

9. DUTIES OF OFFICERS

(a) The Secretary shall keep the records of membership and attendance at meeting, shall record and preserve the minutes of meetings, and perform such other duties as ordinarily pertain to the office.

(b) The Secretary shall keep a register of members in which shall be recorded their names, addresses, telephone numbers, dates of joining, dates of death or resignation and such other information as the Club may require.

(c) The Secretary must ensure that full and accurate minutes of all questions, matters, resolutions and other proceedings of each Management Committee and General Meeting are entered in a minute book.

(d) The Treasurer shall have custody of all funds of the Club accounting for same to the Club annually, shall submit monthly reports to members and perform such other duties as ordinarily pertain to the office.

(e) Except as otherwise provided in this constitution, the Secretary shall keep custody or under control all books, documents and securities of the Club.

(f) All accounts, books, documents and securities of the Club shall be available for inspection by any member of the Club upon request.

10. COMMON SEAL

(a) The Public Officer shall maintain custody of the common seal of the Club.

(b) The common seal shall not be fixed to any instrument except by authority of the Committee, and the affixing of the common seal shall be attested by the signatures of either two members of the Committee or of one Member of the Committee and of the Public Officer of the Club.

11. INTERNAL DISPUTES

(a) The procedure set out in this rule applies to disputes between:

(i) a member and another member (in their capacity as members ).

(ii) a member and the Club.

(b) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within fourteen days after the dispute comes to the attention of all parties.

(c) If the dispute is unable to be resolved in accordance with clause 11 (b), the dispute is to be referred to a Community Justice Centre for mediation in accordance with the Community Justice Centres Act 1983.

12. INFORMATION

(a) Each year, the Club shall provide the information required by the Probus Centre – South Pacific Inc. concerning membership, meeting arrangements and officers for the ensuing year.

(b) The Club shall provide the information on other matters as and when required by the Probus Centre – South Pacific Inc.

13. NON-PROFITABILITY

(a) The income and property of the Club howsoever derived shall be applied solely towards the promotion of the objectives of the club and no portion thereof shall be paid to or transferred directly or indirectly to the members of the club provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or member of the club for any services actually rendered to the club, or reimbursement of expenses incurred on behalf of the club.

14. PUBLIC OFFICER

(a) A Public Officer shall be appointed in accordance with the requirements of the Associations Incorporation Act.

15. BY LAWS

(a) The Club may adopt By-Laws not inconsistent with this Constitution, embodying additional provisions for the management of this Club. Such By-Laws shall be amended from time to time as provided therein.

16. WINDING UP

(a) On winding up, the funds of the Club shall not be distributed to members but shall be donated to a charitable organisation which prohibits distribution of its funds to members.

(b) The liability of a member to contribute towards the payment of the debts and liabilities of the Club or the costs, charges and expenses of winding up of the Club is limited to the amount, if any, personally owed by the member to the Club.

17. AMENDMENT

(a) The clauses of this Constitution, including the Aims and Objects, may be amended at a General Meeting of the Club, a quorum being present, by the affirmative vote of not less than three quarters of the members present and voting, notice of such proposed amendment(s) having been published to all members at least twenty-one days before such meeting.

(b) Such amendments shall not be effective until approved by the Probus Centre – South Pacific Inc. prior to submission to The Department of Fair Trading and registered with the Department in compliance with the requirements of the Associations Incorporation Act.

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