Melbourne Novell Users Group - Constitution
MNUG's Constitution


MELBOURNE NOVELL USERS GROUP CONSTITUTION

NAME
1. The name of the organisation shall be MELBOURNE NOVELL USERS GROUP (hereafter referred to as "The Group").

OFFICE
2. The Office of The Group shall be at such place in the State of Victoria as the Committee may from time to time determine.

OBJECTS
3. The objects of The Group shall be:

    a. To provide a forum for the interchange of information on Novell networking and local area networking.

    b. To introduce users of Novell to other users.

    c. To expand the use of Novell among users.

    d. To provide access to expert help on other ways of using Novell and other similar types of networks.

    e. To introduce potential users to the management application of networks and their various users.

    f. To promote the objects of The Group by any means whatsoever and without in any way limiting the generality of the foregoing

    g. To publish and distribute all forms of books, journals, papers, newsletters, circulars, invitations, cards, forms, pictures and photographs.

    h. To hold, organise, sponsor, finance and promote meetings, lectures, debates, films, demonstrations, competitions, celebrations, dinners and other activities and entertainments.

    i. To amalgamate with any other organisation, institution or associates having all or any of its or their objects similar to those of The Group and whose memorandum of association and constitution prohibits the distribution of its or their income and property amongst its or their members.

    j. To raise money by all lawful means and to solicit, receive and enlist financial or other aid from individuals, trusts, companies, corporations, associations, societies, institutions, and other organisations or authorities and to conduct fund raising campaigns.

    k. To accept subscriptions, grants, guarantees, gifts and donations, whether of real or personal property.

    l. To invest and deal with the moneys of The Group not immediately required for any of its objects upon such securities and in such manner as may from time to time be determined.

4. The group shall confine its operations to the Commonwealth of Australia and its Territories until its members shall be determine otherwise.

MEMBERSHIP
5.

    a. Membership of M.N.U.G. shall be accorded to:
      i, All users of Novell networking.
      ii. All those intending to use Novell.
      iii. All those involved in the computer industry
      iv. Corporate membership
      v. IT Industry membership
      vi. Life membership
      vii. Honorary Life membership

    b. Corporate Membership: Companies can may be accepted as members as well as individuals." Corporate membership shall be equivalent to 3 individual members and their voting equivalence at meetings shall be limited to 3 members. The Corporate membership fee shall be set in accordance with the paragraph covering annual membership below.

    c. IT Industry Membership: IT industry membership shall be granted to IT companies with membership fees being set by way of a minimum fee determined in accordance with the paragraph covering annual membership below or by way of supply to the group of services, sponsorship or similar benefits. The value of these services, sponsorship or similar benefits which will gain IT Industry Membership and the level of benefits accruing to each IT Industry membership may be determined by the Executive Committee as it sees fit on a case by case basis.

    d. Life membership: Life membership can be gained 2 ways.

      i. by purchase,
      ii. by vote at the AGM upon recommendation by the Executive Committee

    e. The purchase of Life membership fee shall be set at a rate of 4 years of the annual membership in accordance with the paragraph covering annual membership rates below.

    f. The awarding of Honorary Life membership may be offered to members who have given 4 years minimum service on the groups Executive Committee and to others. Honorary Life membership shall be recommended by the Executive Committee to the members for vote at the AGM .Honorary Life Members will receive membership at no charge to the individual.

    g. All Life members will have the same rights and privileges as fee paying members

    h. The Committee may suspend or expel any member of The Group for any breach of the provisions of this Constitution or if such members shall be found guilty by a Court of Law and sentenced to a term of imprisonment of twelve (12) months or more.

    i. Only financial members of the Association shall be permitted to vote at Annual General Meetings, or special General Meetings, as called from time to time by the Committee.

    j. The Executive shall appoint from among their number a member who shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member and the register shall be available for inspection by members at the address of the Public Officer.

ENTRANCE FEE AND ANNUAL SUBSCRIPTION
6.

    a. The annual membership subscription rates are to be determined at the AGM or a Special General Meeting of the membership on recommendation from the Executive Committee.

    b. The membership subscription shall be annual from the first of the next month from the date of receipt of the subscription monies.

MEETING OF MEMBERS
7. The Annual General Meeting of members shall be held on such day, between the 1st and the 30th day of November in each year, as shall be fixed by the Committee for the following purposes:

    a. To confirm the minutes (if not already confirmed) of the previous Annual Meetings and Special meetings if any, no discussion being permitted thereupon except as to their accuracy.

    b. To receive the report of The Group and audited statements of accounts for that year to the preceding September 30th

    c. To elect members of the Executive Committee for the ensuing year

8. If required by the committee or upon the requisition in writing of four members of The Group Executive Committee or of ten members, the Secretary shall convene a Special General Meeting of members, the occasion for calling such meeting being stated and the business transacted at such Special Meeting only for which it shall have been called and the confirmation of the minutes of any previous Special Meeting.

9. Fourteen (14) clear days notice of any General or Special Meeting shall be given by the Secretary in writing to all members stating the purpose of the meeting.

PROCEEDINGS AT MEETINGS
10.

    a. Ten members personally present (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of business of a general meeting. Members are not entitled to vote by proxy at General Meetings.

    b. If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting, if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment of by written notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall be a quorum.

    c. A question arising at a general meeting of The Group shall be determined on a show of hands and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried unanimously or carried by a particular majority or lost, and an entry to the effect in the Minute Book of The Group is evidenced of the fact without proof of the number of proportion of the votes recorded in favour of, or against that resolution.

11. At every General or Special Meeting the President or in his absence another member of the Executive Committee nominated by the Committee shall act as Chairman at the meeting.

EXECUTIVE COMMITTEE
12. The control direction and management of the affairs of The Group and the Administration and distribution of the property and income thereof shall subject to this Constitution be vested in the Executive Committee, the members of whom must be financial members of The Group.

13. The Executive Committee shall consist of not less than six (6) nor more than ten (10) members of The Group.

14. The members of the Executive Committee and their positions shall be elected or appointed at the Annual General Meeting in each year and shall retire at the following Annual General Meeting.

15.

    a. The positions appointed to the Executive Committee shall be at least:
      i. President
      ii. Vice President
      iii. Secretary
      iv. Treasurer
      v. up to 6 other elected positions

    b. The Executive Committee shall be responsible for the appointment of an auditor.

    c. The position of President shall be held for no longer than two consecutive years unless agreed otherwise at an Annual General Meeting.

16. In the event of any casual vacancy in the office of any member of the Executive Committee the remaining members of the Committee may fill the vacancy by selecting a member of The Group or may carry on notwithstanding any vacancy. Any member so appointed shall hold office until the next Annual General Meeting but shall be eligible for re-selection or re-appointment.

MEETING OF COMMITTEE
17. The Executive Committee shall meet at least 3 times during their 12 month term of office on such a day and at such an hour as may be determined and the Secretary shall give seven (7) clear days notice of such meeting in writing.

18. Extraordinary meetings of the Executive Committee may be called by the Secretary at the request of four members thereof. The Secretary shall give seven (7) clear days notice in writing of such meeting stating the purpose of such meeting and no other business shall be conducted at such meeting.

19. At any meetings of the Executive Committee the President or in his absence another member appointed by the meeting shall preside at the meeting.

20.

    a. Any three members of the Committee constitute a quorum for the transaction of business of a meeting of the Committee.

    b. No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same day in the following week unless the meeting was a special meeting in which case it lapses.

21. Any member of the Executive Committee absenting himself for three consecutive Executive Committee meetings without acceptable reason shall, at the discretion of the Executive Committee forfeit his seat in the Executive Committee.

GENERAL
22. At all general Executive Committee meetings all proposals shall be decided on a show of hands. In the event of there being an equality of votes on any question or proposal, the President shall have a second or casting vote.

23. All resolutions of the Executive Committee shall not be varied or rescinded except at a special meeting of the Committee called for the purpose and by an absolute majority.

MINUTES
24. The Secretary shall keep minutes of all proceedings of general meetings in a suitable book which shall be open for inspection by any member. The minutes shall be signed by the Secretary and the Chairman of the next meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

FINANCE
25. All cheques, bills of exchange and promissory notes shall be signed, drawn, accepted, made and endorsed as the case may be for and on behalf of the Committee and by a least two members who shall be appointed for the purpose by the Committee.

26. Cheques or other negotiable instruments paid to the banker for collection and requiring the endorsement of the Committee may be endorsed on its behalf by the Treasurer or such other person as the Committee from time to time appoints.

27. All monies belonging to The Group shall be received by the Treasurer who shall issue receipts for same and be paid to such bankers as the Committee shall from time to time in writing or by resolution appoint.

28. All accounts passed for payment by the Committee shall be paid by the Treasurer who shall submit a financial statement to each meeting of the Committee.

ACCOUNTS
29. The Committee shall cause a true account to be kept of all sums of money received and expended by the Committee of the matter in respect of which such receipt or expenditure takes place and of the property assets and liabilities of The Group and the Committee shall prepare and distribute an Annual Report and the audited statement of the financial affairs of The Group and subject to any reasonable restrictions as to time and manner of inspecting the same that may be imposed in accordance with the regulations of The Group for the time being shall be open to the inspection of the members.

AUDIT
30. Once at least in every calendar year the accounts of The Group shall be examined and audited in accordance with usual practice by a member of some recognised institute of accountants. The financial year shall run from the 1st day of October to the 30th day of September.

SOURCES OF FUNDS
31. In general, the funds of The Group shall be derived from subscription fees of the members, conferences and seminars held on behalf of the members, and the sale of items of software or hardware relevant to the aims of The Group to the members of The Group.

APPLICATION OF INCOME AND ASSETS
32. The income and property of The Group whensoever derived shall be applied solely towards the promotion of the objects of The Group as set forth in this Constitution and no portion thereof shall be paid for transferred directly or indirectly by way of profit to the members of the Committee. Provided that nothing herein shall prevent the payment in good faith to any officer of the Committee in reimbursement of the reasonable out-of-pocket expenses incurred while acting under authority of the Committee nor prevent the payment of interest at a reasonable rate in respect of money borrowed by The Group or the reasonable and proper rent for premises demised or let by any member of the Committee.

NOTICES
33. Any notice or documents may be served by the Committee upon any member either personally or by serving it through the post in a prepaid wrapper or envelope addressed to such member at his address entered in the register of member.

34. The signing of any notice to be given by the Secretary or the Committee may be written or printed.

ALTERATION TO STATEMENT OF PURPOSES AND RULES
35.

    a. A resolution for the alteration of the Statement Constitution of Purpose and Rules must be received in writing by the Secretary at least twenty-eight (28) days before the General Meeting at which the resolution is to be bought forward.

    b. At least twenty-one (21) days notice of such meeting shall be given by the Secretary to each member and shall include notice of the alterations proposed.

36. Alterations to the Statement of Purposes and Rules must receive the assent of more than three-quarters of those financial members present.

WINDING UP
37. The Group shall not be dissolved or wound up or at any time except by a resolution of The Group to that effect. The winding up shall be in accordance with the Associations Incorporation Act.

38. In upon winding up or dissolution of the Company 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 Company but shall be given or transferred to some other Company having similar objects of the Company and which shall prohibit the distribution of its income and property amongst its members to an extent at least as great as it imposed on the Company, such organisation to be determined by the members of the Company, at or before the time of dissolution and in default thereof by such judge of the Supreme Court of Victoria as may have, or acquire, jurisdiction in the matter.

SEAL
39.

    a. The Common Seal of the Association shall be kept in custody of the Secretary.

    b. 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 arrested by the signatures either of two members of the Committee or one member of the Committee and of the Public Officer of the Association.

CUSTODY OF RECORDS
40.

    a. Except as otherwise provided in these Rules, the Secretary shall keep in his/her custody or under his/her control all books, documents and securities of the Association.

    b. All financial members of the Association shall have access to books, documents and securities of the Association.

APPROVED AT A GENERAL MEETING OF THE COMMITTEE HELD ON THE 14th November 1996.

PRESIDENT

SECRETARY

PUBLIC OFFICER


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