CONSTITUTION

LETS SOUTH Local Exchange Trading System Incorporated
passed 23rd October 2010
1. AMENDMENT TO RULES
1.1. the rules of the association are amended to read as follows

2. DEFINITIONS
2.1.
committee' means the committee of management of the association
'general meeting' means a general meeting of members of the association
convened in accordance with these rules
'member' means a member of the association
'the Act' means the Associations Incorporation Act 1985
'special resolution' means a special resolution defined in the Act
'month' shall mean a calendar month.

3. OBJECTS OF THE ASSOCIATION
3.1 The object of the association is to provide the means for the exchange of goods and services in order to provide benefits, economically, socially, and individually for its members.
3.2 To promote the exchange of goods and services throughout the general community using the local exchange trading system.
3.3 In furtherance of its objects the association shall:
3.3.1 promote, co-ordinate and assist the development of the association.
3.3.2 develop appropriate policies, regulations and agreements for the administration of the association.
3.3.3 ensure that proper records are maintained in regard to details of membership and barter transactions within the association.
3.3.4 seek the support and involvement of individuals and community organizations who are sympathetic to the aims and objectives of the association.
3.3.5 encourage members to engage in the development and maintenance of skills that enable them to participate in normal employment situations or alternatively in barter transactions within the association.
3.3.6 encourage co-operative relationships between members and give expression to the advantages of collective approaches to increase benefits to individual members or member organisations.
3.3.7 compile and distribute a periodical newsletter to members which includes the names and contact details of members and their skills or which updates information previously provided to members.

4 POWERS OF THE ASSOCIATION
The association shall have all the powers conferred by section 25 of the Act.

5 MEMBERSHIP
5.1 Any person who supports the objects of the association and agrees to be bound by its rules may apply for membership of the association. The application for membership shall be made in writing prior to consideration by the committee. Upon acceptance of the application by the committee and upon payment of the first annual subscription, the applicant shall be a member of the association.
5.2 Members existing on the date of this amendment to the rules of the association shall be deemed to be lawful members of the association.
5.3 The subscription fees shall be determined by the committee from time to time.
5.4 The subscription fees shall be payable annually on 1st July or at such other time as the committee shall determine.
5.5 The means of payment of subscriptions shall be determined by the committee from time to time.
5.6 Any member whose subscription is outstanding for more than one month after the due date for payment shall cease to be a member of the association, provided always that the committee may reinstate such a person's membership on such terms as it thinks fit.
5.7 A member may resign from membership of the association by giving written notice thereof to the secretary or public officer of the association. Any member so resigning shall be liable for any outstanding subscriptions and trading accounts, which may be recovered as a debt due to the association.
5.8 The committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the association, provided that the member is first provided an opportunity to be heard or to make a written submission.
5.9 Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.
5.10 A register of members must be kept and contain:
i) the name, address and telephone number of each member;
ii) the member's e-mail address if one is available;
iii) the date on which each member was admitted to the association; and
iv) if applicable, the date of and reason(s) for, termination of membership.

6 THE COMMITTEE
6.1 The affairs of the association shall be managed and controlled by a committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the association and are not by the Act or by these rules required to be done by the association in general meeting.
6.2 The committee has the management and control of the funds and other property of the association.
6.3 The committee shall keep and maintain the accounting records needed to correctly record and explain the financial transactions and financial position of the association in accordance with the Act and shall similarly keep and maintain an accounting record of the exchange trading (barter) accounts of members.
6.4 The financial and barter accounts, together with the auditor's report on the financial account, the committee's statement and the committee's reports shall be laid before members at the annual general meeting.
6.5 The committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the association on which these rules are silent.
6.6 The committee shall appoint a public officer as required by the Act.
6.7 The office bearers are empowered to make day to day decisions and act in an emergency in accordance with authorised policies without first obtaining approval of the committee, provided that they report such decisions at the next Committee meeting.
6.8 The Committee may appoint sub-committees which may consist of members of the association or other appropriate persons. Such sub-committees shall meet as they see fit in accordance with the instructions of the committee and shall report to the committee.

7 APPOINTMENT OF COMMITTEE
7.1 The management of the association shall be vested in a committee, which shall consist of a chairperson, secretary, treasurer and up to seven additional members.
7.2 A committee member shall be a natural person.
7.3 The committee existing at the time of the amendment to these rules shall continue to hold office until the next annual general meeting. At that time, one half of the members of the committee, who shall be chosen by ballot, shall retire from the committee. At each subsequent annual general meeting one half of the members, being the longest serving members, shall retire.
7.4 A retiring committee member shall be eligible to stand for re-election without nomination. Any other member shall be eligible to stand for election provided that the member is nominated and seconded at the meeting.
7.5 Subject to 7.6 below, the committee may appoint a person to fill a casual vacancy and such a committee member shall hold office until the next annual general meeting of the association and shall be eligible for election to the committee without nomination.
7.6 The committee shall inform members of any decision of the committee to fill a casual vacancy by newsletter and, in the event that ten or more objections are received within 21 days of posting such material, the committee will call a general meeting to discuss the matter.

8. PROCEEDINGS OF COMMITTEE
8.1 The committee shall meet together for the dispatch of business at least once in every two months.
8.2 Questions arising at any meeting of the committee shall be decided by a majority of votes and, in the event of equality of votes, the chairperson shall have a casting vote in addition to a deliberative vote.
8.3 A quorum for a meeting of the committee shall be one half of the members of the committee, which shall include two of the elected or appointed office bearers.
8.4 A member of the committee having a direct or indirect pecuniary interest in a matter relating to the affairs of the association must disclose the nature and extent of that interest to the committee as required by the Act and shall not vote in respect to that matter. The member of the committee must disclose the nature and extent of that interest at the next annual general meeting.

9 DISQUALIFICATION OF COMMITTEE MEMBERS
The office of a committee member shall become vacant if a committee member is:

  • disqualified from being a member by the Act;
  • expelled as a member under these rules;
  • permanently incapacitated by ill health;
  • absent without apology for more than two consecutive meetings;
  • no longer the duly appointed representative of a corporate member.

10 COMMON SEAL
10.1 The association shall have a common seal upon which its name shall appear in legible characters.
10.2 The seal shall not be used without the express authorisation of the committee and every use of the seal shall be recorded in the minute book of the association
10.3 The secretary shall hold the common seal, the affixing of which shall be witnessed by the secretary and the chairperson or, in the absence of either the chairperson or the secretary, another committee member.

11 ANNUAL AND SPECIAL GENERAL MEETINGS
11.1 The committee shall call an annual general meeting in accordance with the Act and these rules.
11.2 The meeting shall be held once in every calendar year not more than five months after the end of the financial year.
11.3 The order of the business at the annual general meeting shall be:
i) the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting;
ii) the consideration of the accounts and reports of the committee, and sub-committees (if any), and the auditor's report;
iii) the election of committee members;
iv) the appointment of an auditor;
v) any other business requiring consideration by the association in general meeting.
11.4 The committee may call a special general meeting of the association at any time.
11.5 Upon a requisition in writing of not less than ten per centum of the total number of members of the association, the committee shall within one month of the receipt of the requisition convene a special general meeting for the purpose specified in the requisition.
11.6 Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.
11.7 If a special general meeting is not convened within one month, as required by 11.5 above, the requisitionists (or at least 50% of their number) may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practicable as a meeting convened by the committee and, for this purpose, the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the association. (Refer to 13.2 for the rules governing the lapsing of a special general meeting convened by requisition).

12 NOTICE OF GENERAL MEETINGS
12.1 Subject to 12.2, at least 14 days notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held and particulars of the nature and order of the business to be transacted at the meeting.
12.2 Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
12.3 A notice may be given by the association to any member by serving themember with the notice personally, to the members' e-mail address or by sending it by post to the address appearing in the register of members.
12.4 Where a notice is sent by properly addressing, prepaying and posting a letter, service will be taken to have been effected at the time at which the letter would be delivered in the ordinary course of post unless the contrary is proved.

13 PROCEEDINGS AT GENERAL MEETINGS
13.1 Ten members present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting.
13.2 If, thirty minutes after the time appointed for the meeting, a quorum of members is not present a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place. If a quorum is not present at the adjourned meeting thirty minutes after the appointed time, the members present shall constitute a quorum.
13.3 Subject to 13.4, the chairperson shall preside as chairperson at a general meeting of the association.
13.4 If the chairperson is not present within five minutes after the time appointed for holding the meeting and there are a quorum of members present, or he or she declines to take or retires from the chair, the members may choose a committee member or one of their own number to be the chairperson of that meeting.

14 VOTING AT GENERAL MEETINGS
14.1 Subject to these rules, every member of the association has one vote at a meeting of the association.
14.2 Subject to these rules, questions for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy at that meeting.
14.3 Unless a poll is demanded by at least five members present, a question for decision at a general meeting shall be determined by a show of hands.
14.4 A member, being a body corporate, shall be entitled to appoint one person, who shall not be a member of the association, to represent it at general meetings of the association. The corporate member shall appoint that person by a resolution of its board, which may be authenticated under its seal. Such a member shall be deemed to be a member of the association for all purposes until the authority to represent the corporate member is revoked.
14.5 If a poll is demanded by at least five members present, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
14.6 A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately but any other poll may be conducted at any time before the close of the meeting.

15 RESOLUTIONS AND PROXIES
15.1 A special resolution is a special resolution as defined in the Act.
15.2 An ordinary resolution is a resolution passed by a simple majority at a general meeting.
15.3 A member shall be entitled to appoint in writing a natural person who is also a member of the association to be their proxy, and attend and vote at any general meeting of the association.

16 MINUTES
16.1 Proper minutes of the proceedings of general meetings of the association and of meetings of the committee shall be entered within one month after the meeting in minute books kept for the purpose.
16.2 The minutes kept pursuant to this rule must be confirmed by the members of the association or the members of the committee (whichever is relevant) at a subsequent meeting.
16.3 The minutes kept pursuant to this rule must be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.
16.4 Where minutes are entered and signed they shall, unless the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

17 DISPUTE RESOLUTION
17.1 The dispute resolution procedure set out in this rule applies to disputes under these rules between a member and another member or between a member and the association.
17.2 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 of the parties.
17.3 If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties.
17.4 In this rule, 'member' includes any person who was a member not more than six months before the dispute occurred.

18 APPOINTMENT OF AUDITOR
18.1 At each annual general meeting, the members shall appoint a person to be auditor of the association, which person need not necessarily be an auditor within the meaning of the Act.
18.2 The auditor shall hold office until the next annual general meeting and is eligible for re-appointment.
18.3 If an appointment is not made at an annual general meeting, the committee shall appoint an auditor for the current financial year.

19 PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS
The income and capital of the association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as a bona fide remuneration of a member for services incurred behalf of the association.

20 WINDING UP
The association may be wound up in the manner provided for in the Act.

21 APPLICATION OF SURPLUS ASSETS
21.1 If, after the winding up of the association, there remains'surplus assets' as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members.
21.2 Such organisation or organisations shall be identified and determined by resolution of members in general meeting.

22 RULES
22.1 These rules may be altered (including an alteration to the association's name) by special resolution of the members of the association. This includes recision or replacement by substitute rules.
22.2 The alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, as required by the Act.
22.3 The registered rules shall bind the association and every member to the same extent as if they have respectively signed and sealed them and agreed to be bound by all of the provisions thereof.