KHA Constitution

Constitution of the KOSCIUSZKO HUTS ASSOCIATION INCORPORATED revised May 2024

RULES

PART 1 - PRELIMINARY
1. NAME
2. OBJECTS
3. INTERPRETATION
4. POWERS
5. INCOME AND PROPERTY

PART 2 - MEMBERSHIP
6. ELIGIBILITY FOR MEMBERSHIP/ CLASSES OF MEMBERSHIP
7. ADMISSION TO MEMBERSHIP
8. REGISTER OF MEMBERS
9. RIGHTS OF MEMBERS
10. LIABILITY OF MEMBERS
11. MEMBERSHIP SUBSCRIPTION
12. CESSATION OF MEMBERSHIP
13. TERMINATION OF MEMBERSHIP

PART 3 - GENERAL MEETINGS
14. ANNUAL GENERAL MEETING
15. GENERAL MEETINGS
16. NOTICE OF GENERAL MEETINGS
17. QUORUM FOR GENERAL MEETINGS
18. PROCEDURE AT GENERAL MEETINGS
19. PROXY VOTING

PART 4 - COMMITTEE OF MANAGEMENT
20. COMMITTEE OF MANAGEMENT
21. COMPOSITION OF THE COMMITTEE
22. OFFICE BEARERS
23. ELECTION OF OFFICE BEARERS AND COMMITTEE MEMBERS
24. LEAVE OF ABSENCE
25. VACATION OF OFFICE
26. CASUAL VACANCIES
27. MEETINGS OF THE COMMITTEE
28. DISCLOSURE OF INTEREST IN CONTRACTS
29. APPOINTMENT OF EMPLOYEES

PART 5 - FINANCE AND ACCOUNTING
30. SOURCE OF FUNDS
31. ACCOUNTING RECORDS
32. MANAGEMENT OF FUNDS
33. AUDIT

PART 6 - MISCELLANEOUS
34. PUBLIC OFFICER
35. RECORDS OF THE ASSOCIATION
36. NOTICES TO MEMBERS
37. COMMON SEAL
38. BY-LAWS
39. ALTERATION OF RULES
40. WINDING UP
41. TRANSITION PROVISIONS
42. COPIES OF CONSTITUTION

Part 1 – Preliminary

1. Name

The name of the Association is the Kosciuszko Huts Association Incorporated.

2. Objects

The objects of the Kosciuszko Huts Association Incorporated are:

To assist with the management and conservation of huts and associated structures in the high country of NSW and the ACT, principally in Kosciuszko National Park (KNP) and Namadgi National Park (Namadgi).
To assist with the building of new huts when and where appropriate.
To liaise with and advise relevant authorities on matters relating to huts, hut sites and associated structures.
To conduct and promote historical research and conservation of the cultural heritage of the Australian high country.
To establish and maintain a caretaker system for huts and associated structures in the high country of NSW and the ACT.
To foster the continuation of cultural traditions such as the use of traditional tools and construction techniques.
To encourage the safe and responsible use of the Australian high country and cooperate with organisations responsible for search and rescue operations.
To foster enjoyment of the national parks, nature conservation reserves and natural bushland of the Australian high country.
To promote conservation of the natural environment.
To co-operate with persons or organisations whose interests, activities and objects are compatible with those of the Association.
To promote goodwill and fellowship between Association members.

3. Interpretation

In these Rules, unless a contrary intention appears:

“these rules” means the Constitutional Rules of Kosciuszko Huts Association Incorporated replacing those of May 2018;

“the Association” means the Kosciuszko Huts Association Incorporated;

"Committee" means the Committee of Management as constituted in Rule 23;

"Committee Member" includes all of those persons constituting the Committee of Management in accordance with Rule 25;

"Member" means a Member of the Association, however described, as referred to in Rule 6;

“Office Bearer” means President, Vice President, Treasurer, Secretary, Membership Secretary, Newsletter Editor, Huts History Officer, Huts Maintenance Officer and Hut Maintenance Officer Support;

"officer" means any Office Bearer, the Public Officer or Committee Member of the Association;

"Secretary" means the person who has been elected as the Secretary of the Association or, where no such person holds that office, the Public Officer of the Association;

"hut" means a variety of buildings and sites, and associated structures such as yards, water races etc, in the high country of NSW and the ACT regardless of their state of repair, ranging from small, simply built and/or vernacular buildings, to large more elaborate facilities retained or erected for one of the following uses or values; shelter, recreation, historical and/or architectural;

"financial year” means the period from 1 March in a year to the last day of February in the following year;

"Membership year" means the period from 1 July and to 30 June in the following year.

"special resolution" means a resolution which:

(a) is passed at a General Meeting of the Association, being a meeting of which at least 21 days notice, accompanied by notice of intention to propose the resolution as a special resolution, has been given to the members of the Association; and

(b) is passed by at least three-quarters of the votes of those members of the Association who, being entitled to vote, vote at the meeting;

"the Act" means the Associations Incorporation Act 1991 (ACT);

"the Territory" means the Australian Capital Territory

4. Powers

1. The Association has, both within and outside the Territory, the legal capacity of a natural person and, without limiting the generality of the foregoing has power:

to grant a floating charge on property of the Association;
to arrange for the Association to be registered or otherwise recognised as a corporate body in a place outside the Territory; and
to do any act that it is authorised to do by law, as is necessary, incidental or conducive to the attainment of the objects of the Association.

2. The Association is incorporated under the Associations Incorporations Act 1991 (ACT) and offences against the Act can incur application of the ACT's Criminal Code and other legislation.

5. Income and Property

1. KHA is a not-for-profit association incorporated under the Act and the assets and income of the Association 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 Association except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

2. Sub-rule (1) does not prevent the payment in good faith to an officer, member or employee of the Association of:

remuneration in return for services actually rendered to the Association by the officer, member or employee for goods supplied to the Association by the officer, member or employee in the ordinary course of business; or
interest at current bank overdraft rate on money lent; or
a reasonable and proper sum by way of rent for premises let to the Association by the officer, member or employee.

Part 2 – Membership

6. Eligibility for Membership/ Classes of Membership

1. Any person interested in and supportive of the objects of the Association may apply for membership of the Association.

2. Classes of membership of the Association shall be:

Ordinary Membership which is open to any person who supports the objects of the Association and pays the annual subscription.
Family Membership is open to up to two adults and their dependants who support the objects of the Association and pays the annual subscription.
Group Membership is open to any organisation or group of persons which supports the objects of the Association and pays the annual subscription.
Concessional Membership is open to any student or pensioner, or any other person as agreed by the Committee who supports the objects of the Association and pays the annual subscription.
Life Membership. The committee may nominate persons for election by a General Meeting to Honorary Life Membership of the Association

Note: Family and Group Memberships may include a multiple number of members provided they satisfy the provisions of sub-rule 7(3).

7. Admission to Membership

An application for membership of the Association shall be:
1. made in writing on a form approved by the Committee;
2. signed by the person applying for membership; and
3. lodged with the Secretary of the Association, together with the sum payable as the first year's subscription.
The Committee may require the application to be in a form decided by the Committee.
Where the application is for Family Membership or Group Membership, the application shall list the names and contact details of each person to be covered by that membership.
The Committee may reject an application only if:
1. the application does not comply with Rule 7(1); or
2. if the Committee requires an application to be in a particular form under Rule 7(2)—the application is not in the required form; or
3. the Committee is not satisfied that the applicant will support the Association’s objects and comply with the Act and the Association’s rules.
As soon as practical after deciding the application, the Secretary shall advise the applicant of the decision and their membership status in writing, and record the membership and enter the applicant’s name(s) in the Register of Members, whereupon the applicant(s) becomes a member(s) of the Association.

8. Register of Members

The Secretary shall maintain or cause to be maintained, a Register of Members of the Association which records:
1. the name and contact details of the member;
2. if applicable, the class of membership;
3. the date of admission to, and termination of, membership; and
4. any periods of office or Committee membership.
The Register of Members shall be available for inspection by members at reasonable times at a place in the Territory nominated by the Committee, providing it does not contravene rule 39(4) concerning the release of personal information or be prejudicial to the interests of the Association.
A member may apply to the Committee to restrict and confine access of their personal information to the Public Officer and stated members of the Committee only, which the Committee shall action providing it is satisfied with the reason(s) given by the member.

9. Rights of Members

Members shall be entitled to attend all General Meetings of the Association and each membership shall be entitled to one vote at these meetings. This means that, although a Family Membership or Group Membership may entitle two or more of persons to be registered as members, as a group, they are only entitled to one vote at meetings of the Association.
Members shall be eligible for election to any office of the Association, and to the Committee.
A right, privilege, or obligation of a person by virtue of their membership of the Association:
1. is not capable of being transferred or transmitted to another person; and
2. terminates upon the cessation of their membership.

10. Liability of Members

The liability of members is limited.
A member of the Association is liable to contribute towards the payment of the debts of the Association or the costs, charges and expenses of a winding up of the Association, only to the extent of any arrears in their membership subscription.

11. Membership Subscription

The membership subscription per annum shall be according to the following schedule, or such other sums as the Annual General Meeting shall from time to time determine:
1. Ordinary Membership: $50.00
2. Family Membership: $70.00
3. Concessional Membership: $40.00
4. Group Membership –

Level 1: up to 10 members: $140.00

Level 2: up to 20 members: $190.00

Level 3: up to 50 members: $250.00

Level 4: up to 100 members: $350.00

Level 5: own insurance: $130.00

The membership subscription is payable on 1 July in each year.

12. Cessation of Membership

A person ceases to be a member of the Association if the person:

dies, or, in the case of a body corporate, is wound up;
resigns from membership of the Association by written notice to the Committee;
has their membership terminated from the Association in accordance with Rule 16; or
fails to pay the annual membership subscription within six months of the due date.

13. Dispute Resolution

The following procedures will only apply in regards Association business or activities where a dispute arises between a member and another member, or a member and the Committee.
The dispute resolution will follow the procedure detailed in Model Rules – Division 1.3.1 of the Associations Incorporation Regulations 2023.

14. Disciplining members

In this rule, disciplinary action, against a member of the Association in relation to the member’s status as a member of the Association, includes any of the following:
1. suspension of the member as an ‘officer’ within the Association as detailed in Rule 3 (such as on the Committee, Hut Maintenance Officer) or in an Association role (such as Hut Caretaker) for a stated period of time;
2. removal of the member as an ‘officer’ within the Association as detailed in
  Rule 3 or in an Association role (such as Hut Caretaker);
3. suspension of membership of the Association for a stated period of time; or
4. termination of membership of the Association.
A complaint may be made to the committee, by any person, that a member of the association:
1. has persistently refused or neglected to comply with the Act, or a provision or provisions of these rules; or
2. has persistently and wilfully acted in a manner prejudicial to the interests of the Association.
If the Committee is satisfied that a ground for disciplinary action exists in relation to a member of the Association, the committee may, by resolution, propose to take disciplinary action (the proposed disciplinary action) against the member in relation to the member’s status as a member or role within the Association.
If the Committee passes a resolution under rule 14(4), the Committee shall appoint a decision-maker, who is unbiased and does not have a conflict of interest, to decide whether to take the proposed disciplinary action. The Committee must give the decision-maker the following information in writing:
1. the name and contact details of the member who is the subject of the proposed disciplinary action;
2. details about the proposed disciplinary action;
3. the grounds for the proposed disciplinary action, and
4. cause notice of the complaint to be served on the member concerned.
As soon as practicable after appointing a decision-maker under rule 14(3), the Committee must give the member written notice telling the member that the disciplinary procedure has started. The notice must include:
1. details about the proposed disciplinary action,
2. the grounds for the proposed disciplinary action,
3. the name and contact details of the decision-maker, and
4. information about the disciplinary procedure.
The decision-maker must:
1. invite the member to make a written or oral submission (or both) about the proposed disciplinary action and the grounds for the proposed disciplinary action;
2. the invitation must state:
  1. if the decision-maker invites the member to make a written submission—a period of not less than 14 days in which the member may make a written submission (the submission period); and
  2. if the decision-maker invites the member to make oral submissions—the day and time (within the submission period) when the member can make their oral submissions.
3. consider any evidence and take into consideration any submissions made by the member in connection with the complaint;
4. decide whether to take the proposed disciplinary action, another disciplinary action, or no disciplinary action against the member (the disciplinary action decision);
5. decide the disciplinary outcome and make recommendations of discipline action to the Committee;
6. discipline actions shall be restricted to those actions detailed in Rule 14(1) above;
7. notify the member and the Committee, in writing, about the decision and give reasons for the decision; and
8. complete as soon as practicable the discipline procedure.
The Committee shall consider the decision of the decision-maker, and, if satisfied that the procedure has been followed and the decision outcome is appropriate, may, by resolution, endorse the disciplinary action and take the decided action.
If the Committee proceeds with disciplinary action to suspend a member from the Association, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the Committee for having taken that action and of the member's right of appeal under Rule 15.
A disciplined member has a right of appeal under Rule 15. If the committee commences termination of the member’s membership of the Association, Rule 16 provides the member with an appeal to the Association in General Meeting.
The termination of membership does not take effect until the Association confirms the resolution under Rule 16 (3).
The suspension of membership, or suspension or removal of a member as an officer of the Association does not take effect:
1. until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or
2. if within that period the member exercises the right of appeal, unless and until the Association confirms the resolution under Rule 15, whichever is the later.

15. Appealing Dispute and Discipline Outcome Decisions

A decision maker’s decision under Rule 13 or Rule 14 may be appealed.
The appeal will follow the procedure detailed in Model Rules – Division 1.3.3 of the Associations Incorporation Regulations 2023.

16. Termination of Membership

The membership of any member may be terminated by special resolution at a General Meeting convened for that purpose upon the grounds that the member:
1. has persistently refused or neglected to comply with a provision of the rules; or
2. has persistently and wilfully acted in a manner prejudicial to the interests of the Association.
If the discipline outcome from rule 14 is termination of membership, the Committee is to convene a general meeting of the Association to be held within 28 days after the date on which it informs the member of its decision.
At a general meeting of the Association convened under clause (2), subject to section 50 of the Act which requires compliance with the rules of natural justice:
1. no business other than the question of the termination of membership is to be transacted,
2. the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both,
3. the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked, and
4. the resolution for termination of membership will be considered upheld if it is passed by at least three-quarters of the votes of those members of the Association who, being entitled to vote, vote at the meeting.
Upon the termination of membership under this rule, the Secretary shall remove, or cause to be removed, the name of the member from the Register of Members, whereupon that member ceases to be a member of the Association. The Secretary shall promptly advise the member by writing, posted to their last known address, that their membership has been terminated.

PART 3 - GENERAL MEETINGS

17. Annual General Meeting

The Association shall hold an Annual General Meeting once in each calendar year, on a day determined by the Committee between 1 March and 30 June.
The Annual General Meeting shall be in addition to any other General Meetings that may be held in the same year, and shall be specified as such in the notice convening it.
The ordinary business of the Annual General Meeting shall be to:
1. confirm the minutes of the last preceding Annual General Meeting and of any special general meetings held since that meeting;
2. present reports from the Committee on the activities of the Association during the preceding financial year;
3. present and consider the reviewed statement of accounts, the Reviewer’s Report and the other reports that are required to be submitted to members in accordance with section 73(1) of the Act;
4. present a report signed by two members of the Committee stating the name of each Committee member during the preceding financial year, and
5. elect the Officer Bearers of the Association and the other Committee Members.
The Annual General Meeting may transact special business of which notice is given in accordance with these Rules.

18. General Meetings

The General Meeting of the Association shall be the controlling body of the Association.
Only a General Meeting shall have the power to elect any person nominated by the Committee to Honorary Life Membership of the Association, and elect any person Patron of the Association.
Notice of a motion to be included on the agenda of a General Meeting, including notice of any motion for amendment of this Constitution, shall be given to the Secretary at least eight weeks before the date appointed for the meeting.
A member desiring to bring any business before a General Meeting must give notice in writing of that business to the Secretary at least two (2) weeks before the date appointed for the meeting.
The Committee may, whenever it thinks fit, convene a General Meeting of the Association.
A General Meeting shall be summoned by the Secretary on the written request of not fewer than twenty members of the Association.
A request for a General Meeting shall state the proposed business of the meeting, shall be signed by those requesting it, and shall be posted to or delivered to the Secretary of the Association at the business address of the Association. The request may consist of several documents in like form, each signed by one or more of those requesting it.
If the Secretary does not cause a General Meeting to be held within twenty-eight (28) days from the date on which a request is received, those requesting it collectively, or any of them, may convene the meeting; but any meeting so convened has to be held within two months of receipt of the request.
A General Meeting convened in accordance with this rule shall be convened in the same manner as those which are convened by the Committee.

19. Notice of General Meetings

The Committee shall give at least twenty-one (21) days notice in writing to all members of the place, day and time for the holding of a General Meeting, and of the nature of the business to be transacted.

20. Quorum for General Meetings

No item of business shall be transacted at a General Meeting unless a quorum of members entitled to vote under these Rules is present.
The quorum for General Meetings shall be twenty (20) members or one half of the membership, whichever is the fewer.

21. Procedure at General Meetings

The President, or, in the absence of the President, the Vice President or a Committee Member, shall chair General Meetings of the Association. If none of these people is present or all are unwilling to act or, if it has been agreed to by the Committee, the members present shall appoint one of their number to chair the meeting.
The person chairing a General Meeting at which a quorum is present may, with the consent of the meeting, adjourn from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
Where a General Meeting is adjourned for twenty-one days or more, then like notice of the adjourned meeting shall be given as in the case of the original meeting.
Questions arising at a General Meeting shall be determined by a show of hands of those eligible to vote or, if demanded by not less than three members, by a poll taken in such manner as the person chairing the meeting may determine.
In accordance with Rule 9(1), each membership represented in person at a General Meeting (including the person chairing the meeting) shall be entitled to one vote and, in the event of an equality of votes, the motion shall lapse.
All members are entitled to attend General Meetings and to vote. Members not able to attend may vote by proxy in accordance with Rule 22.

22. Proxy Voting

If members are unable to attend a General Meeting of the Association, they may appoint a proxy to act and vote in their place for that meeting, provided that the Secretary of the Association shall be notified of the appointment in writing one week before the date of the meeting.
A person may exercise more than one proxy.

PART 4 - COMMITTEE OF MANAGEMENT

23. Committee of Management

The affairs of the Association shall be managed by a Committee of Management.
The Committee:
1. shall control and manage the business and affairs of the Association;
2. may, subject to these Rules, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by the Rules to be exercised by the Annual General Meeting or General Meetings of the Association;
3. subject to the Act and these Rules, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association;
4. shall have power to appoint subcommittees for the purposes of carrying out such functions of the Association as the Committee directs. Such subcommittees may include non-members of the Association, but must include at least one Committee Member who is responsible for the activities of that subcommittee; and
5. may recommend to Parks the removal of any nominated Caretaker from the responsibility of caring for a hut (as co-allocated by the Association) if the Committee considers the Caretaker has not carried out the expected Caretaker functions or not acted in the best interests of the Association.

24. Composition of the Committee

The Committee shall consist of:

The Office Bearers of the Association, as listed in Rule 25;
Four or more other members elected at the Annual General Meeting from among the members of the Association, to make the overall composition of the Committee up to sixteen (16) members;
Other members as may be co-opted from time to time provided always that the number of members so co-opted shall not at any time exceed four.

25. Office Bearers

The Office Bearers of the Association shall be:
1. President;
2. Vice President;
3. Treasurer;
4. Secretary;
5. Membership Secretary;
6. Newsletter Editor;
7. Huts History Officer;
8. Huts Maintenance Officer, Jagungal (KNP);
9. Huts Maintenance Officer, Tantangara (KNP)
10. Huts Maintenance Officer, Snowy (KNP);
11. Huts Maintenance Officer, Namadgi; and
12. Huts Maintenance Officer Support.
The Office Bearers of the Association shall be elected at the Annual General Meeting from among the Members of the Association.

26. Election of Office Bearers and Committee Members

Nominations of candidates for election as Office Bearers of the Association or as ordinary Committee members shall:
1. be in writing;
2. be signed by a nominator and a seconder, each of whom shall be a member of the Association;
3. include advice to the effect that the candidate is willing to consent to the nomination;
4. state the position or positions for which the candidate has been nominated; and
5. either be delivered to the Secretary of the Association before the commencement of the Annual General Meeting or received from the floor of that meeting during the election process.
If insufficient nominations are received to fill the vacant positions, the candidates nominated are deemed to be elected and further nominations shall be received at the Annual General Meeting for the positions left unfilled.
If the number of nominations received is equal to the number of vacant positions to be filled, the persons nominated shall be deemed to be elected.
If the number of nominations received in respect of a position or positions exceeds the number of vacancies to be filled, a ballot shall be conducted for the vacant position or positions in the following manner:
1. At the meeting each member entitled to vote shall cast a number of votes not exceeding the number of vacant positions to be filled, but no member so voting may cast more than one vote in favour of any candidate; and
2. The candidates receiving the greatest number of votes cast in their favour will be deemed to be elected or re-elected as the case may be.
A person is not eligible to hold simultaneously more than one position on the Committee.
The committee must not accept the nomination of a member if the member is disqualified from election to the committee under sections 63, 63A or 63B of the Act.

27. Leave of Absence

The Committee may grant leave of absence to a Committee Member, for a specified period, at the written request of that member.

28. Vacation of Office

For the purpose of these Rules, the position of a Committee Member becomes vacant if the member:

resigns from office by notice in writing to the Committee and the Public Officer;
ceases to be a member of the Association;
dies;
is liable for disqualification under sections 63, 63A and 63B of the Act; or
fails, without leave granted by the Committee, to attend four consecutive meetings of the Committee, provided that, after the third meeting that the member has failed to attend, he or she is notified in writing of the time and place of the next meeting and that failure to attend will result in the cessation of their membership of the Committee.

29. Casual Vacancies

In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a member of the Association to fill the vacancy, and the member so appointed shall hold office until the next Annual General Meeting.
In the event of a casual vacancy occurring in the position of an Office Bearer, the Committee shall appoint one of their number or a member of the Association to fill the vacancy, and the member so appointed shall hold office until the next Annual General Meeting.

30. Meetings of the Committee

Reasonable notice shall be given to all Committee Members of meetings of the Committee.
Meetings of the Committee may be called by the Chairperson or by any two Committee Members.
Any five Committee Members constitute a quorum for the transaction of the business of the Committee.
The Committee shall meet not fewer than four times in each financial year.
The Committee may meet by teleconference or videoconference.
A resolution in writing signed by all Committee Members, other than those who have been granted leave of absence for the period, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted.
The President shall preside at meetings of the Committee. In the absence of the President, the members present at the meeting shall appoint a chair for that meeting
Questions arising at meetings of the Committee, or of any subcommittee appointed by the Committee, shall be determined by a show of hands, or if demanded by a member, by a poll taken in such manner as the person chairing the meeting may determine.
Each person present at a meeting of the Committee, or of any subcommittee appointed by the Committee (including the person chairing the meeting), shall be entitled to one vote and, in the event of an equality of votes, the person presiding may exercise a second or casting vote.

31. Disclosure of Material Personal Interest

Where a committee member has a material personal interest, including any direct or indirect pecuniary interest, in a contract or proposed contract to which the Association is or may be a party, and stands to benefit or gain personally in a matter being considered at a committee meeting, the committee member must:
1. as soon as becoming aware of the interest, disclose its nature and extent to the Committee, and disclose the relation of the interest to the activities of the Association;
2. disclose the nature and extent of the interest at the next general meeting of the Association;
3. absent themselves while the matter is being considered at the meeting; and
4. not vote on the matter.
The disclosures are to be recorded in the minutes of the committee meeting.
Rule 31 (1) does not apply in relation to a material personal interest:
1. that exists only because the member is:
  1. an employee of the incorporated association; or
  2. is a member of a class of people for whose benefit the association is established.
2. that the member has in common with all, or a substantial proportion of, the members of the Association.

32. Conduct of Officer

An officer of the Association, as defined in Rule 3, must exercise the functions and discharge the duties of the position with care and diligence, in good faith, for proper purpose and in the best interests of the Association. The officer of the Association must not improperly use the position, or information gained from holding the position, for their or another person’s gain, or cause detriment to the Association.

33. Appointment of Employees

The Committee shall appoint or shall arrange to be appointed such employees as are required by the Association from time to time and shall designate or arrange to be designated the terms of such appointments.

PART 5 - FINANCE AND ACCOUNTING

34. Source of Funds

The Association may derive funds from members’ subscriptions and contributions, grants and donations, fees for services provided, charges for activities and any other lawful source.

35. Accounting Records

The Association shall keep accounting records that correctly record and explain the transactions including any transactions as trustee) and financial position of the Association, and shall keep its accounting records in such a way that:
1. true and fair accounts of the Association can be prepared from time to time; and
2. a statement of the accounts of the Association can conveniently and properly be reviewed in accordance with the Act.
The Association shall retain its accounting records for at least seven (7) years after the transactions to which they relate were completed.

36. Management of Funds

The Committee shall open, at a banking institution(s) approved by the Committee, a banking account or accounts in the name of the Association, into which all moneys received shall be deposited as soon as possible after receipt.
Funds may only be used for the Association’s objectives, and either:
1. as the committee decides, or
2. if a general meeting passes a resolution about the way the funds are to be used—in accordance with the resolution.
All cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments shall be signed or approved by such persons as the Committee shall from time to time nominate for that purpose.
Operation of the accounts shall conform to the By-law: Management of Funds – bank accounts (appended).

37. Review of Accounts

The Committee shall appoint a suitably qualified person (in accordance with Section 70B of the Act) as Reviewer. The Reviewer shall examine the accounts of the Association, not having prepared or assisted with their preparation, and prepare reviewer’s reports in accordance with the Act.
The Reviewer has a right of access at all reasonable times to the accounting records and other records of the Association and is entitled to require from any Committee member, officer or employee of the Association such information and explanations as the Reviewer desires for the purpose of reviewing the Association's accounts.

PART 6 - MISCELLANEOUS

38. Public Officer

The Committee of the Association shall, within fourteen (14) days after the incorporation of the Association, appoint a resident of the Territory to be the Public Officer of the Association and, if the office becomes vacant, shall within fourteen days after it becomes vacant, appoint a person resident in the Territory to fill the vacancy. The Public Officer shall be at least 18 years of age.
The office of the Public Officer becomes vacant if the person holding that office:
1. dies;
2. is removed as Public Officer by resolution of the Committee;
3. resigns from the office by notice in writing to the Committee;
4. becomes insolvent under administration within the meaning of the Corporations Law;
5. suffers from a mental or physical incapacity which renders him or her incapable of acting as Public Officer;
6. is convicted of an indictable offence in relation to the promotion, formation or management of a body corporate, or of an offence involving fraud or dishonesty punishable by imprisonment for a period of three months or more;
7. ceases to reside in the Territory;
8. is disqualified from managing a corporation;
9. is bankrupt or personally insolvent; or
10. fails to comply with the Act.

39. Records of the Association, Access and Confidentiality

The Committee shall make provision for the proper custody of the books, documents, records and securities of the Association.
The records, books and other documents of the Association shall be open to inspection by a member at reasonable times and at a place in the Territory nominated by the Committee.
The Committee may ask a member to state the purpose for requiring access to the document(s), including the Register of Members, and refuse access if it would allow release of any personal information or be prejudicial to the interests of the Association.
A member whose contact details are contained in a document lodged with the Registrar-General (eg. by the Public Officer), may ask the Registrar-General in writing to have their contact details (including, but not limited to, address, email and phone number) kept confidential, except for the Public Officer who must provide one address for the service of documents.

40. Notices to Members

A notice may be served by or on behalf of the Association upon any member either personally, electronically to their registered contact details or by sending it through the post addressed to the member at their usual or last-known residential or postal address.
Members must promptly notify the Secretary of any change to their contact details.

41. Common Seal and Authentication of Documents

The Common Seal of the Association shall be kept in the custody of a person (normally the Public Officer) specified for that purpose by the Committee.
The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the common seal shall be attested by the signatures of two Committee members.
A document or proceeding may be authenticated by the signature of the Public Officer or the Secretary without using the common seal.
A document may be executed by the signature of two Committee members without using the common seal.

42. By-laws

The Committee may make By-laws, not inconsistent with these Rules, to regulate the management and affairs of the Association. By-laws are appended to the Constitution.

43. Alteration of Rules

These Rules may be altered by special resolution at a general meeting.
The proposed alterations shall be included in the notice calling the general meeting.
The alterations shall take effect when the required notice of alteration of rules is lodged with the Registrar-General, unless some later date is specified in the special resolution adopting the alterations.

44. Winding Up

The Members of the Association may, by special resolution, wind up the Association.
If upon the winding up of the Association there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association and which is a public benevolent institution pursuant to the Income Tax Assessment Act 1997, such institution or institutions to be determined by special resolution of the members of the Association at or before the time of winding up, or in default thereof by a Court of the Australian Capital Territory.

45. Transition Provisions

The previous Constitution of the Association dated May 2018 is hereby repealed. Any appointment made or motion passed under that Constitution hereby repealed shall, if in force at the commencement of this Constitution, continue in force as far as practicable as if made or passed under this the Rules of this Constitution.

46. Copies of the Constitution

Copies of this Constitution shall be available from the Secretary.

Appendix

KOSCIUSZKO HUTS ASSOCIATION INCORPORATED

By-laws made under Clause 42 of the Constitution

Proxy Voting (8 February 2006)

In the exercise of Clause 22 of the Constitution, the application of that provision shall be limited to matters listed as special business at an Annual General Meeting under Clause 17(4) and Notices of Motion at General Meetings under Clause 18(3).

Management of Funds – bank accounts (27 July 2013)

In relation to Clause 36 of the Constitution, the following rules shall apply.

Funds shall only be drawn from an account of the Association by the Treasurer and one other authorised account signatory of the Committee.
Other authorised account signatories may act in place of the Treasurer following approval by the Committee, including the Treasurer.
Authorised account signatories must be approved, current Committee members. Account signatories must be approved at an Annual General Meeting or a Special General Meeting of the Association.
The Treasurer and other authorised account signatories shall keep secure all passwords and access information relating to the Association’s banking accounts.
The Treasurer must record every bank account transaction, must prepare reports based on these transactions and in a form that has been approved by the Committee.
The Treasurer shall prepare an Income and Expenses report for a defined period that shall be made available to the Committee prior to each regular Committee meeting.

KHA Constitution