Property Rights Australia

Constitution

erosion private property rights

CONSTITUTION
For a printable version of the Constitution, click here.

1.   Words and expressions to have meaning in Act 

1.1  A word or expression that is not defined in this Constitution, but is defined in the Associations Incorporation Act 1981 has, if the context permits, the meaning given by the Act.

2.   Name 

2.1  The name of the association shall be Property Rights Australia ("the association").

3.   Objectives

The objectives of the organisation shall be to:

 3.1 Provide support, through the Property Rights Australia Fighting Fund, to legal test cases and matters of significance to protect and wherever possible enhance property rights for the benefit of property owners and their communities; 

3.2 Ensure detailed scrutiny of any scientific basis quoted by government in support of its policy decisions;

3.3 Encourage a balanced approach to agricultural business by promoting ecologically and economically sustainable natural resource management;

3.4 Hold government and government officers accountable for their actions regarding decisions that affect property rights; and

3.5 Provide a support network to PRA members for dealing with important property rights matters.

4.   Powers

4.1 The association has the powers of an individual.

4.2 The association may:

(a)enter into contracts;

(b) acquire, hold, deal with and dispose of property;

(c) make charges for services and facilities it supplies;

(d) procure, receive and accept contributions to the funding of the organisation and the fighting fund in the form of donations, membership fees, subscriptions, endowments and sponsorship; and

(e) invest any moneys not immediately required for any of its objects.

4.3 The association shall operate and administer the Property Rights Australia Fighting Fund ("the fighting fund").        

4.4 The association may cooperate or enter into a joint working arrangement or affiliation with another association, society or body of persons whether incorporated or not incorporated, carrying on work or having similar objectives to the association.

4.5 The association may engage and remunerate employees, contractors, agents and other persons to provide services to or for the association.

4.6 The association may do other things necessary or convenient to be done in furthering its objectives, exercising any of the powers as set out in this Constitution, or carrying out its affairs.

5. Membership

5.1 Membership of the association shall be open to any resident of Australia, any association or corporation interested in defending the rights of property owners.

5.2 The membership of the organisation shall consist of:

(a) ordinary members;

(b) corporate members; and

(c) associate members.

5.3 Only ordinary members and corporate members are entitled to vote at a meeting, special meeting or annual general meeting of the association.

5.4 An application for membership of the association must be:

(a) in writing;

(b) signed by the applicant;

(c) in a form determined by the board; and

(d) accompanied by the appropriate membership fee.

6.   Membership fees 

6.1 The membership fees for each class of membership:

(a) is the amount decided by the board from time to time; and 

(b) is payable annually, on 1 January.

7.   Admission and rejection of members 

7.1 The board must consider an application for membership at the next meeting of the board held after it receives the application and the appropriate membership fee for the application.

7.2 The board must decide at the meeting whether to accept or reject the application.

7.3 If the majority of the board members present at the meeting vote to accept the applicant as a member, the applicant must be accepted as a member to the class of membership applied for.

7.4 The secretary of the association must, as soon as practicable after the board decides to accept or reject an application, give the applicant a written notice of the decision.

8.   Terminating membership 

8.1 A member may resign from the association by giving written notice of resignation to the secretary.

8.2 The resignation takes effect on:

(a) the day and at the time the notice is received by the secretary; or

(b) if a later day is stated in the notice - the later day.

8.3 The board may terminate a member's membership if the member:

(a) does not comply with any of the provisions of these rules; or

(b) has membership fees in arrears for at least two (2) months; or

(c) conducts himself or herself in a way considered to be injurious or prejudicial to the character or interests of the association.

8.4 Before the board terminates a member's membership, the board must give the member a full and fair opportunity to show why the membership should not be terminated.

8.5 If, after considering all representations made by the member, the board decides to terminate the membership, the secretary of the board must give the member a written notice of the decision.

9.   Register of members 

9.1 The board must keep a register of members of the association.

9.2 The register of members must include the following information for each member:

(a) their full name and residential address;

(b) the date of their admission as a member;

(c) the date of death or resignation of the member;

(d) details about the termination or reinstatement of membership; and

(e) any other particulars the board or members at a general meeting decide.

9.3 The register of members may be opened for inspection after application to the secretary.

10. Membership of the Board 

10.1 The association's board consists of a chairperson, vice-chairperson, treasurer, secretary and one other member the association members elect or appoint at the annual general meeting.

10.2 A member of the board must be a member of the association.

10.3 At each annual general meeting of the association, the members of the board must retire from office, but are eligible, on nomination, for re-election.

11. Electing the Board 

11.1 A member of the board may only be elected as follows:

(a) any two members of the association may nominate another member (the "candidate") to serve as a member of the board;

(b) the nomination must be

(i) in writing

(ii) signed by the candidate and the members nominating him or her; and

(iii) given to the secretary at least 14 days prior to the annual general meeting at which the election is to be held;

(c) each member present at the annual general meeting may vote for any number of candidates not more than the number of vacancies;

(d) if, at the start of the meeting, there are not enough candidates nominated, nominations may be taken from the floor of the meeting. 

11.2 A list of the candidates' names in alphabetical order, with the names of the members who nominated each candidate, must be posted on the association's website for at least 7 days immediately preceding the annual general meeting.

11.3 If required by the board, balloting lists must be prepared containing the names of the candidates in alphabetical order.

11.4 Upon election of the board, board members are to elect the positions of chairperson, vice-chairperson, secretary and treasurer.

12. Tenure of Board member      

12.1 A board member may resign from the board by giving written notice of resignation to the secretary.

12.2 The resignation takes effect on:

(a) the day and at the time the notice is received by the secretary; or

(b) if a later days is stated in the notice - the later day.

12.3 The office of a member of the board shall be vacated if the person holding that office:

(a) dies; or

(b) becomes bankrupt or compounds with creditors or otherwise takes advantage of the laws in force for the time being relating to bankruptcy; or

(c) convicted of an offence under the Act; or

(d) convicted of an indictable offence or an offence punishable on summary conviction for which the person is sentenced to imprisonment, other than in default of payment of a fine; or

(e) has been convicted on indictment or summarily and sentenced to imprisonment, other than in default of payment of a fine, and the rehabilitation period in relation to the conviction has not expired.

13. Vacancies on the Board 

13.1 If a casual vacancy happens on the board, the continuing members of the board may appoint another member to fill the vacancy until the next annual general meeting.

13.2 The continuing members of the board may act despite a casual vacancy on the board.

13.3 If the number of board members is less than the number fixed under these rules as a quorum of the board, the continuing members may act only to:

(a) increase the number of board members to the number required for a quorum; or

(b) call a general meeting of the association.

14. Functions of the Board 

14.1 Subject to these rules or a resolution of the association members carried at a general meeting, the board:

(a) has the general control and management of the administration of the affairs, property and funds of the association; and

(b) has authority to interpret the meaning of these rules and any matter relating to the association on which the rules are silent.              

14.2 The board may exercise the powers of the association.

14.3 The board shall have the authority to appoint trustees to administer the Property Rights Australia Fighting Fund.

15. Meetings of the Board 

15.1 Subject to subsections 15.2 to 15.12, the board may meet and conduct its proceedings as it considers appropriate.

15.2 The board must meet at least once every three months to exercise its functions.

15.3 The board must decide how a meeting is to be called.

15.4 If the secretary receives a written request signed by at least 33 percent of the board members, the secretary must call a special meeting of the board.

15.5 A request for a special meeting must state why the meeting is being called and the business to be conducted at the meeting.

15.6 The secretary must give each board member at least 7 days notice of a special meeting of the committee.

15.7 A notice of a special meeting must state:

(a) the day, time and place of the meeting; and

 (b) the business to be conducted at the meeting.

15.8 At a board meeting, more than 50 percent of the members elected or appointed to the board as at the close of the last general meeting of the members form a quorum.

15.9 A question arising at a board meeting is to be decided by a majority vote of board members present at the meeting and, if the votes are equal, the chairperson is to have a casting vote as well as his/her primary vote.

15.10 A board member must not vote on a question about a contract or proposed contract with the association if the member has an interest in the contract or proposed contract.

15.11 The chairperson or, if there is no chairperson or if the chairperson is not present within 10 minutes after the time fixed for the board meeting, the vice-chairperson is to preside at the meeting.

15.12 If the chairperson and the vice-chairperson are absent from a board meeting, the members may choose one of their number to preside as chairperson at the meeting.

16. Delegation of Board Powers 

16.1 The board may delegate part of its powers to a subcommittee consisting of association members considered appropriate by the board.

16.2 A subcommittee may only exercise delegated powers in the way the board decides.

16.3 The board shall appoint a chairperson of a subcommittee.

16.4 If the chairperson is not present within 10 minutes after the time fixed for a meeting, the members present may choose one of their number to be chairperson at the meeting.

16.5 A subcommittee may meet and adjourn as it considers appropriate.

16.6 A question arising at a subcommittee meeting is to be decided by a majority vote of the members present at the meeting and, if the votes are equal, the chairperson is to have the casting vote.

17. Acts not affected by defects or disqualifications 

17.1 An act performed by the board, sub-committee or a person acting as a member of the board is taken to have been validly performed.

17.2 Subsection 16.1 applies even if the act was performed when:

(a) there was a defect in the appointment of a member of the board, a member of a sub-committee or person acting as a member of the board; or

(b) a board member, subcommittee member or person acting as a member of the board was disqualified from being a member.

18. Resolutions of the Board without meeting 

18.1 A written resolution signed by each member of the board for the time being entitled to receive notice of a board meeting is as valid and effectual as if it had been passed at a committee meeting that was properly called and held.

18.2 A resolution mentioned in subsection 17.1 may consist of several documents in like form, each signed by one or more members of the board.

19. Annual General Meetings 

19.1 An annual general meeting must be held at least once each year and within six months after the end of the association's previous financial year.

19.2 The following business must be conducted at each annual general meeting:

(a) receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of the association for the last financial year;

(b) receiving the auditor's report on the financial affairs of the association for the last financial year;

(c) presenting the audited statement to the meeting for adoption;

(d) electing members of the board;

(e) appointing an auditor.

 20. Special General Meetings

 20.1 The secretary may only call a special general meeting by giving each member notice of the meeting within 14 days after:

(a) being directed to call the meeting by the board; or

(b) being given a written request signed by:

(i) at least 33 percent of the members of the association presently on the board; or

(ii) at least 33 percent of the number of ordinary members of the association.

20.2 A request mentioned in subsection 19.1(b) must state:

(a) why the special general meeting is being called; and

 (b) the business to be conducted at the meeting.

21. General Meetings      

21.1 The secretary may call a general meeting of the association.

21.2 The secretary must give at least 14 days notice of the meeting to each association member.

21.3 A notice of a general meeting must state the business to be conducted at the meeting.

21.4 At a general meeting the number of members equal to ten percent of the number of members of the association forms a quorum.

22. Procedure at a Meeting 

22.1 Subject to these rules and the standing orders in schedule 1, at each meeting:

(a) The chairperson or, if there is no chairperson or if the chairperson is not present within 10 minutes after the time fixed for the meeting or is unwilling to act, the vice-chairperson is to preside at the meeting;

(b) If the vice-chairperson is absent or unwilling to act as chairperson, the members must elect another of the board members to be chairperson of the meeting;

(c) The chairperson must conduct the meeting in a proper and orderly way;

(d) Each question, matter or resolution must be decided by a majority of votes of the members present;

(e) Each member present and entitled to vote is entitled to one vote only and, if the votes are equal, the chairperson has a casting vote as well as his/her primary vote;

(f) A member is not entitled to vote at a general meeting if the member's annual subscription is in arrears at the date of the meeting;

(g) Voting may be by a show of hands or a division of members, unless at least 20 percent of the members present demand a secret ballot;

(h) If a secret ballot is held, the chairperson must appoint two members to conduct the secret ballot in the way the chairperson decides;

(i) The result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held;

(j) A member may vote in person or by proxy or by attorney;

(k) An instrument appointing a proxy must be in writing and:

(i) if the appointor is an individual - signed by the appointor or the appointor's attorney properly authorised in writing; or

(ii) if the appointor is a corporation - either under seal or signed by a properly authorised officer or attorney of the corporation.

(l) A proxy may be a member of the association or another person;

(m) The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot;

(n) The instrument appointing a proxy may stipulate, in writing, a vote for or against a resolution considered by the meeting;

(o) Each instrument appointing a proxy must be given to the secretary before the start of the meeting at which the person named in the instrument proposes to vote;     

22.2 The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each board meeting, general meeting and annual general meeting are entered in a minute book;

22.3 The secretary must ensure the minute book for each general meeting is open for inspection at all reasonable times by any financial member who previously applies to the secretary for the inspection.

22.4 To ensure the accuracy of the minutes recorded under subsection 21.2, the minutes must be signed by the chairperson of the meeting as verification of their accuracy.

23. Regional Advisory Committees 

23.1 The board may establish regional advisory committees consisting of association members considered appropriate by the board.

23.2 The role of a regional advisory committee shall be to:

(a) act as a contact for prospective members, members and the association in a region;

(b) increase membership of the association; and

(c) advise the board on relevant issues relating to property rights in the region administered by the regional advisory committee.

 23.3 The board shall appoint a chairperson of a regional advisory committee.

23.4 If the chairperson is not present within 10 minutes after the time fixed for a meeting, the members present may choose one of their number to be chairperson at the meeting.

 23.5 A regional advisory committee may meet and adjourn as it considers appropriate.

23.6 A question arising at a regional advisory committee meeting is to be decided by a majority vote of the members present at the meeting and, if the votes are equal, the chairperson is to have the casting vote.

24. Property Rights Australia Fighting Fund 

24.1 The fighting fund shall be used to provide financial support to legal "test cases" and matters of significance that, in the opinion of the board and the fighting fund's trustees, may:

 (a) establish legal precedents that provide protection and/or enhancement of private property rights; or

(b) advance the objectives of the association.

24.2 For the purposes of fulfilling 24.1, financial support may include legal fees, professional costs and other administrative costs deemed necessary by the trustees.

24.3 Financial contributions from the association, members, affiliated associations and others may be made exclusively to the fighting fund through the association.

24.4 Moneys held by the fighting fund must be kept in an account in the name of the association in a financial institution decided by the board, but separate to the association's operating accounts.

24.5 The fighting fund shall be administered by a board of a minimum of three trustees appointed by the association's board for a term of three years.

24.6 A trustee may resign by giving written notice of resignation to the secretary.

24.7 The office of a trustee shall be vacated if the person holding that office:

(f) dies; or

(g) becomes bankrupt or compounds with creditors or otherwise takes advantage of the laws in force for the time being relating to bankruptcy; or

(h) convicted of an offence under the Act; or

(i) convicted of an indictable offence or an offence punishable on summary conviction for which the person is sentenced to imprisonment, other than in default of payment of a fine; or

(j) has been convicted on indictment or summarily and sentenced to imprisonment, other than in default of payment of a fine, and the rehabilitation period in relation to the conviction has not expired.

 24.8 Proposals to provide financial support from the fighting fund for legal test cases and matters of significance may only be made by the association's board to the fighting fund's trustees.

 24.9 Proposals shall be considered by the trustees in a timely manner.

24.10 Any costs, awards or compensation payments received by virtue of legal action that has been provided with financial support by the fighting fund shall be reimbursed to the fund on a predetermined basis, as negotiated between the association's board and the recipient of the fighting fund support.

25. Alteration or amendment of Constitution 

25.1 Subject to the Associations Incorporation Act 1981, these rules may be amended, repealed or added to only by a special resolution at an annual general meeting or a special meeting.

25.2 A special resolution means a resolution passed at an annual general meeting or special meeting of the association by the votes of ¾ of the members who are present and entitled to vote on the resolution.

 25.3 Written notice of a proposed special resolution, and of the time and place of the annual general meeting or special meeting at which it is proposed to move the resolution, must be given to each association member who has a right to vote on the resolution at least 14 days prior to that meeting.

25.4 However, an amendment, repeal or validation of the rules is valid only if it is registered by the secretary.

26. By-laws

 26.1 The board may make, amend or repeal by-laws not inconsistent with these rules for the internal management of the association.

 26.2 A by-law may be set aside by a vote of members at a general meeting of the association.

 27. Funds and Accounts

 27.1 The funds of the association must be kept in an account in the name of the association in a financial institution decided by the board.

 27.2 Records and accounts must be kept showing full and accurate particulars of the financial affairs of the association.

 27.3 All amounts must be deposited in the financial institution as soon as practicable after receipt.

 27.4 If an amount of $100 or more is paid by cheque, the cheque must be signed by any two of the board members.

 27.5 All expenditure must be approved or ratified at a board meeting.

 27.6 The treasurer must, as soon as practicable after the end of each financial year, ensure a statement containing the following particulars is prepared:

(a) the income and expenditure for the financial year just ended;

(b) the association's assets and liabilities at the close of the financial year;

(c) the mortgages, charges and securities affecting the property of the association at the close of the financial year.

27.7 The auditor must examine the statement prepared under subsection 27.6 and present a report about it to the secretary before the next annual general meeting following the financial year for which the audit was made.

27.8 The income and property of the association must be used solely in promoting the association's objectives and exercising the association's powers.

28. Documents 

28.1 The board must ensure the safe custody of books, documents, instruments or title and securities of the association.

29. Financial Year 

29.1 The financial year of the association closes on 31 December in each year.

30. Distribution of surplus assets to another entity 

30.1 This section applies if the association:

(a) is wound up under part 10 of the Act; and 

(b) it has surplus assets.

30.2 The surplus assets must not be distributed among the association members.

30.3 The surplus assets must be given to another entity:

(a) having objectives similar to the association's objectives; and

(b) the rules of which prohibit the distribution of the entity's income and assets to its members.

      30.4   In this section, "surplus assets" has the meaning given by section 92(3) of the Act.  

Schedule 1

Standing Orders for Meetings of the Association 

1.   At a meeting of the association, and subject to any direction from the chairperson, each member shall have the right to speak: 

(a) once on any motion before the meeting; and

(b) once on any amendment.

2.   A member moving a motion shall have the right to speak to it and, at the conclusion of any debate before a vote is taken, a right of reply. 

3.   A member who formally seconds a motion or amendment without speaking in support of it may do so at a later stage of the debate. 

4. After a motion has been moved, the chairperson shall ask the meeting whether there is any opposition to it, then:

(a) If there is no opposition, the chairperson may put the motion to a vote of the meeting without debate; or

(b) If there is opposition, a speaker against the motion will be called after the mover and seconder have first been given their right to speak. Debate will then proceed in order of a speaker for the motion followed by a speaker against, until there is no speaker wishing to speak for or against when such a speaker is called for in order of debate.

5.   Any time limit on the length of debate on a motion or length of speeches in support of or in opposition to a motion shall be at the discretion of the chairperson. 

6.   An amendment may be moved to an original motion, upon which the chairperson shall put the amendment to the meeting.  If carried by the meeting, the amendment shall be declared to supersede the original motion. 

7.   A member moving an amendment to a motion shall have the right, at the time of moving the amendment, to speak to it.  There shall be no right of reply attached to the moving of an amendment. 

8.   A member who has not spoken during the debate on a motion or amendment may at any time move a proposal without notice that the motion be put and if seconded, the proposal to put the motion shall be put to a vote of the meeting without debate: 

(a)  If resolved in the negative, debate on the motion shall continue as per the order of debate; or 

(b)  If resolved in the affirmative, the mover of the motion shall exercise his/her right of reply and the motion shall be put to a vote of the meeting. 

9.   A member may propose that debate on a motion be adjourned and: 

            (a)  If resolved in the negative, debate shall continue as per the order of debate and the member that proposed the adjournment of debate shall be deemed to have exercised their right to speak; or 

            (b)  If resolved in the affirmative, debate shall be adjourned and resume at the time specified in the adopted proposal. 

10.  Any member wishing to exercise their right to speak shall first stand, state their name and address the chairperson in a respectful manner. 

11.  Members exercising their right to speak shall speak to the subject matter at hand. 

12.  No member shall interrupt another member while speaking unless on a point of order. 

13.  Any member is entitled to raise a point of order and after doing so, shall wait for the chairperson's approval before stating the point of order.  The chairperson may seek submissions from any member present before ruling on a point of order. 

14.  A member may move a motion of dissent from the chairperson's ruling to which the chairperson will have the right of reply before putting the motion to a vote. 

15.  A member may move that these Standing Orders or any section of them be suspended to allow discussion of urgent matters or for some other purpose of significant importance.  The member may speak to the motion, and unless ruled out of order by the chairperson, the motion shall be put to a vote of the meeting and only carried if at least 75 percent of eligible members support it.