Earthship/Constitution

1. Name

The name of this organisation shall be:

Earthship Nexus Inc.

2. Definitions

Throughout this Constitution, unless the context otherwise indicates, the following terms shall have the meanings set against them:

"the Association"

Earthship Nexus Inc.

"fiscal year"

A period commencing on the date of incorporation of the Association and ending on 31 December; and thereafter each period commencing 1 January and ending 31 December in the same year.

"General Meeting"

Annual General Meeting or other Ordinary or Special General Meeting.

"special resolution"

A resolution is a special resolution if it is passed by a majority of not less than three-quarters of the members of the Association who are entitled under the rules of the Association to vote and vote in person.

"Encampment"

A plot of land owned, leased, or otherwise occupied, or intended to be occupied, by the Association for use by its members.

3. Objects

The objects of the Association shall be as follows:

To be an organised association of individuals interested in sustainable living, permaculture and organic farming.
To establish one or more Encampments in which to advance these interests.
To cooperate with all bodies of similar aims.
The property and income of the Association shall be applied solely towards the advancement of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to any person or body, except in good faith in the advancements of those objects.

4. Executive

The Executive of the Association shall consist of the following members:

The President
The Vice-President
The Secretary
The Treasurer

5. Committee

The Association shall be governed by the Committee. The committee of the Association shall consist of the following members:

The President
The Vice-President
The Secretary
The Treasurer
Three Ordinary Committee Members

6. Membership

Membership is open to any person who shares the aims of the Association and agrees to comply with the Constitution and rules of the Association.
A subscription fee for ordinary membership may be payable to the Association if decided upon by the Committee.

7. Honorary Life Membership

The Association in General Meeting may be a two-third majority of those present and voting confer Honorary Life Membership upon any member who has performed outstanding service to the Association.

8. Election

The following members of the Committee shall be elected at the Annual General Meeting:
1. The President
2. The Vice-President
3. The Secretary
4. The Treasurer
5. Three Ordinary Committee Members
The secretary shall call for nominations for the above positions at least ten days before the date of the Annual General Meeting. The nominations shall close at that meeting.
Any member who has been nominated for a position and is unable to attend the Annual General Meeting must notify the secretary of his or her acceptance of said position, in writing or electronically, before the close of nominations.
Only members who have held a previously held a position on the Committee may be nominated for an Executive position, unless no such members are nominated.
Any members of the Association may hold a position of Ordinary Committee Member.
Any members of the Association may vote for the positions of Committee members.

9. Duration of Office

The members of the Committee shall remain in office until the close of the succeeding Annual General Meeting, except as elsewhere provided in the Constitution.

10. Duties of the Committee

The Committee shall be responsible to the Association in General Meeting for giving effect to the objects of the Association.

11. Exercise of Powers

The Committee shall only exercise its powers at a properly convened meeting of the Committee, except as elsewhere provided in the Constitution.

12. Powers of the Association

The Association may do all things necessary of convenient for carrying out its objects and purposes, and in particular, may:

acquire, hold, deal with, and dispose of any real or personal property;
open and operate bank accounts;
invest its money:
1. in any security in which trust monies may lawfully be invested; or
2. in any manner authorised by the rules of the Association;
borrow money or incur overdrafts provided always that the total long term liabilities of the Association shall not exceed one fifth of the Association's money holdings, unless otherwise approved by a General Meeting;
give such security for the discharge for the discharge of liabilities by the Association as the Association sees fit;
appoint agents to transact any business of the Association on its behalf;
enter into any other contract it considers necessary or desirable; and
act as trustee and accept and hold real and personal property upon trust, but does not have the power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene the rules of the Association.

13. Common Seal of the Association

The Association must have a common seal on which its corporate name appears in legible characters.
The common seal of the Association must not be used without the express authority of the Committee and every use of that common seal must be recorded by the secretary.
The affixing of the common seal of the Association must be witnessed by any two Executive members.
The common seal of the Association must be kept in the custody of the Secretary or of such other person as the Committee may decide.

14. Proceedings of Committee

1. Ordinary Meetings

The Committee shall meet physically or electronically at least once a month at such times and places as the President or the Committee may determine. All members are entitled to attend these meetings unless otherwise specified in this Constitution.

2. Notice of Meetings

The Secretary shall cause all members of the Committee to receive written or email notice of any meeting of the Committee at least four days before the date of the meeting.

3. Special Meetings

The Secretary shall forthwith call a meeting of the Committee upon receiving a written requisition from at least three members thereof; and such special meetings shall be held not later than seven days immediately following the receipt of such requisition.
If the Secretary fails to announce a meeting within three days, any one of the members signing the requisition may do so and must give the same notice as required of the Secretary.
Any business set out in the requisition shall have priority over all other business.

4. Quorum

The quorum for a meeting of the Committee shall be four members of the Committee at least two of whom are members of the Executive.

5. Declaration of Conflict of Interest

A Committee member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the consideration of, the Committee (except if that pecuniary interest exists only by virtue of the fact that the member of the Committee is a member of a class of persons for whose benefit the Association is established), must:

as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; and
not take part in any deliberations of decision of the Committee with respect to that contract.

Clause 14.5.1 does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the member of the Committee is an employee of the Association.

6. Voting

Only members of the Committee are entitled to vote at a meeting of the Committee, unless otherwise decided by the Committee on a per-motion basis.
Except where stated otherwise in the Constitution, a motion shall be passed if a majority of those present and eligible to vote cast their vote in favour of the motion.

7. Private Meetings

The Committee may decide by majority vote to exclude non-Committee members from part of a meeting if not doing so would be likely to unfairly disclose confidential information regarding any member of the Association to any other member.

15. Duties of Committee Members

1. General duties

All members of the committee have the duty to generally carry out the policy of the Association, and the instructions of the Committee.

2. President

In addition to any other provisions set out elsewhere in this Constitution, or any regulation or policy made thereunder, it shall be the duty of the President:

to conduct the relations of the Association with other organisations and to the general public subject to the authority of the Committee;
to coordinate and supervise the work of the Vice-President, Secretary, Treasurer, and other officers of the Association subject to the authority of the Committee.

3. Vice-President

In addition to any other provisions set out elsewhere in this Constitution, or any regulation or policy made thereunder, it shall be the duty of the Vice President:

to assist in the President's duties;
to carry out Presidential duties during the absence of the President, during which time the Vice-President shall be deemed to be the President.

4. Secretary

In addition to any other provisions set out elsewhere in this Constitution, or any regulation or policy made thereunder, it shall be the duty of the Secretary:

to maintain an up to date register of the members of the Association and their contact information;
to carry out administrative work of the Association for which the Committee does not appoint or elect an officer;
to record the proceedings of all General Meetings and meetings of the Committee and make these minutes available to members upon request;
to conduct and keep copies of all correspondence to the Association;
to ensure that an accurate copy of the Association constitution is maintained in an easily accessible online resource;
unless the members resolve otherwise at a general meeting, have custody of all books, documents, records and registers of the Association, other than those required to be kept and maintained by, or in the custody of, the Treasurer.

5. Treasurer

In addition to any other provisions set out elsewhere in this Constitution, or any regulation or policy made thereunder, it shall be the duty of the Treasurer:

to be responsible for the receipt of all moneys paid to or received by, or by him or her on behalf of, the Association and issue receipts for those moneys in the name of the Association;
to keep accounting records that correctly record and explain the financial transactions and financial position of the Association, in such a manner that permits convenient and proper auditing;
to render an account at each meeting of the Committee of all receipts and payments since the previous meeting;
to render an account of the petty cash at each meeting of the committee;
to furnish the Committee with such other accounts and information relating to the finances of the Association as the Committee may require;
to present a current financial statement showing all receipts and payments at each Ordinary General Meeting and by motion of Committee, an auditor's report at the Annual General Meeting; and
unless the members resolve otherwise at a general meeting, have custody of all securities, books and documents of a financial nature and accounting records of the Association.

6. Ordinary Committee Members

Ordinary Committee Members will have no additional duties than those set out elsewhere in this Constitution.

16. Vacancies

1. Resignation

Any officer of the Association may resign from a position by giving written notification to the Secretary at least fourteen days before that Officer's resignation takes effect.

2. Absence

The Committee shall declare vacant the position of any member of the Committee if that member has been absent from two consecutive meetings of the Committee withotu giving a satisfactory explanation for that absence.

3. Election If any position on the Committee becomes vacant then the Committee shall call a General Meeting for the election of a member to that position within four weeks of that position becoming vacant.

17. General Meetings

1. Ordinary General Meeting

There shall be at least one General Meeting in each year, namely the Annual General Meeting, and any Ordinary General Meetings held as the Committee shall determine. The Annual General Meeting must be held in every calendar year within 4 months after the end of the Association's fiscal year or such longer period as may in a particular case be allowed by the relevant regulatory bodies, except for the first Annual General Meeting which may be held at any time within 18 months after incorporation.

2. Notice of Meeting

The secretary shall make all reasonable attempts to notify all members using at least a notice on the Association web site for ten days preceding the meeting and an email sent to all addresses on the membership register at least ten days before the date of the meeting.

3. Special General Meeting

The Committee may at any time, without the need for a Committee meeting, call a Special General Meeting of the Association by the written agreement of at least 3 Committee members, at least one of whom is a member of the Executive. This meeting must be notified by the Secretary as with all other General Meetings, or if the Secretary has resigned or is unavailable by any member of the Committee with the same notice requirements of the Secretary.

4. General Meeting Called by Ordinary Members

The Secretary shall forthwith call a Special General Meeting upon receiving a written requisition from at least ten ordinary members of the Association and such meetings shall be held with appropriate notice requirement and not later than 17 days immediately following the receipt of such requisition.
If the Secretary fails to announce a meeting within 7 days any one of the members signing the requisition may do so and must make all reasonable attempts to give the same notice as required of the Secretary.
Any business set out in the requisition shall have priority over all other business.

5. Powers of a General Meeting

A general meeting may exercise the same powers as the Committee except for those powers exclusively reserved for the Committee under this Constitution.

6. Agenda

The Secretary shall post the agenda for any General Meeting on the web site alongside the notice of meeting at least four days before the date of the meeting.

7. Notice of Motion

Ammendments to this Constitution or any other motions beyond the usual powers of the Committee must be included in the Agenda of the General Meeting.

8. Quorum

The quorum of a General Meeting shall be fifteen ordinary members present in person or electronically.

9. Chair

The President shall have the right to take the Chair at any General meeting or meetings of the Committee. If the President is absent or does not wish to exercise this right at any meeting, that right shall be held by the Vice-President; if refused, that meeting shall elect its own Chair.

10. Voting

Except where stated otherwise in this Constitution, all members of the Association are entitled to vote a General Meeting.
Except where stated otherwise in this Constitution, a motion shall be passed if a majority of those present and eligible to vote cast their vote in favour of the motion.
Members may attend and vote electronically if electronic presence can reasonably be provided.
Postal voting or proxy voting is not permitted.

11. Procedure for Motions

Once a motion is tabled, the motion shall be open to general discussion and ammendments.
After general discussion, a call for votes will be made by the Chair of the meeting.
Any member at the meeting may call for the votes to be by secret ballot.

18. Removal From Office

The Committee may request any member of the Committee, member of any sub-committee, officer, representative or delegate of the Assocation to resign from that position if a person has failed to perform satisfactorily the normal duties of the position.
The person concerned shall be informed of this request at least seven days before a meeting of the Committee where that person may speak on their own behalf.
Any such request shall require such a motion which will only be passed if a two-thirds majority of those voting have voted in favor of the motion. The request to resign shall be delivered in writing to the person concern forthwith.
If a person who has not resigned within seven days of the request the Committee may declare that position vacant.
Any person who has had their former position declared vacant shall have the right to appeal to a General Meeting for their reinstatement.

19. Cancellation of Membership

The Association may cancel the membership of any member of the Association, should that member have acted in a manner contrary to the best interests of the Association.
A two-thirds majority of a committee meeting may cancel a membership by passing a motion to that effect.
The cancellation of membership shall be delivered in writing to the person concerned forthwith.
Any person who has their membership cancelled shall have the right to appeal to a General Meeting for the reinstatement of their membership, except where that person is a first-time member of the Association and has been a member for less than one month or has had their membership cancelled by Committee more than once.
A person who has had their membership cancelled may not reapply for membership for the period of one year.

20. Finance

All money due and payable to the Association shall be received by the Treasurer who shall lodge it without undue delay in the account of the Association.
Except as otherwise provided for in the Constitution, or in a policy, any two of the Executive shall be empowered jointly to sign cheques and forms of authority for the withdrawal of any money standing in the credit of the Association in the account of the Association.
The Committee may by a two-thirds majority elect a single delegate from the Committee who may sign in lieu of one of the required Executive signatures on a cheque.
No payment shall be made on behalf of or in the name of the Association unless it has been authorised by the Committee.
The Committee may, outside a Committee meeting, agree to a payment or purchase by written consent of five Committee members including at least two Executive members of the Committee. Such written consent must be tabled and minuted at the next meeting of the Committee.

21. Policy

The Association in General Meeting may make policy on any matter relating to the conduct of the affairs of the Association provided that policy is not inconsistent with or repugnant to this Constitution or the Act.
Any motion proposing to make, alter or rescind policy shall require written notice and shall only be passed by special resolution at a General Meeting.
The policy of the Association shall form an appendix to this Constitution and be made available with it.

22. Interpretation

The Committee shall be the sole authority for interpreting the meaning of any of the provisions contained in this Constitution or in any regulation of the Association policy made thereunder.

23. Ammendments to the Constitution

The Association in a General Meeting may amend this Constitution.
Any motion proposing to amend this Constitution shall require a written notice of motion and any such motion shall only be passed by special resolution.
Within one month of the passing of a special resolution altering its Constitution, or such further time as the relevant regulatory body may in a particular case allow (on written application by the Association), the Association must lodge with the relevant regulatory body notice of the special resolution setting out particulars of the alteration together with a certificate given by a member of the Committee certifying that the resolution was duly passed as a special resolution and that the Constitution of the Association as so altered conforms to the requirements of the relevant regulations.
An alteration of the Constitution of the Association does not take effect until sub-rule 25.3 is complied with.

24. Interim Measures

The Executive shall have the power to suspend such provisions of this Constitution until the 1st January, 2013 as may be expedient to the formation of an Association.

25. Commercial Exploitation

No member of the Association shall use any of the resources of the Association for direct financial gain.

26. Inspection of Documents and Records

The Secretary shall make available to any member of the public a copy of this Constitution for perusal.
A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.

27. Dissolution

If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another incorporated association which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be determined by resolution of the members.