1. NAME

The name of the Association is the Toodyay Friends of the River (Inc.) herein after referred to as The Friends.

2. DEFINITIONS

In this constitution, unless the context requires otherwise:“Act” means the Associations Incorporation Act 1987 “ARMA” means the Avon River Management Authority “Committee” means the Management Committee “Management Plan” means the Management Plan of the Avon River Management Authority “River Recovery” means a project of the Avon River Management Authority for a particular area of the Avon River “Special Resolution” means a resolution of The Friends passed in accordance with Section 24 of the Act “Toodyay” means the municipality of the Shire of Toodyay as constituted under the Local Government Act 1995 Words imputing the male gender shall include the female and neuter genders and the singular number shall include the plural number.

3. OBJECTS

The objects of The Friends are:

[a] To provide an organisation in Toodyay, to be known as the Toodyay Friends of the River (Inc.), that will work towards the conservation and rehabilitation of the Avon River and its environs

[b] To help enhance the river environment for the enjoyment of local residents and visitors to the area

[c] To provide facilities along the river for the enjoyment of the community that will not compromise the integrity of the river and its environs

[d] To work with the ARMA on River Recovery Plans aimed at rehabilitation of the riverine environment

[e] To work with the Shire of Toodyay in preparing landscape and amenity plans for the Avon River

[f] To encourage group participation by the community in River Recovery projects

[g] To publish or assist with the publication of news articles, film, literature or electronic presentations that will further the objects of The Friends

[h] To assist the ARMA to implement its Management Plans

[i] To encourage the collection of historical data and to recognise and promote the heritage values of the Avon River and its environs

4. INCOME AND PROPERTY

The income and property of The Friends shall be applied solely to the promotion of the objects of The Friends and no part of that income and property may be paid or otherwise distributed, directly or indirectly, to members of The Friends, provided however that nothing shall prevent the payment in good faith of remuneration to any member or officer or employee of The Friends or any person other than a member in return for services rendered to The Friends.

5. POWERS

For the purpose of achieving or furthering their objects The Friends shall have power to:

[a] do all such lawful acts and things that may be deemed necessary, incidental, or conducive to the attainment of the above objects or any of them

[b] acquire, hold, deal with, and dispose of any real or personal property

[c] open and operate bank accounts

[d] invest its money:

(i)

in any security in which trust monies may be invested; or

(ii)

in any other manner authorised by the rules of The Friends

[e] borrow money upon such terms and conditions as The Friends think fit

[f] give such security for the discharge of liabilities incurred by The Friends as The Friends see fit

[g] appoint agents to transact any business of The Friends on its behalf

[h] acquire land by reservation from the Crown or from any other person or body or by any lawful means whatsoever and to accept leases of any length from the Crown or any other person or body

[i] apply for and receive grants from any funding body for specific purposes or for any other purposes that will further the objects of The Friends

[j] enter into any other contract The Friends consider necessary or desirable.

6. MEMBERSHIP

Any person, firm, company, association or club interested in attaining and promoting the objects of The Friends shall be admitted to membership upon approval of the committee and upon payment of the first year’s subscription (or portion thereof as determined by the Committee). There shall be the following classes of membership:

[a] ORDINARY MEMBER: any person over the age of sixteen years

[b] JUNIOR MEMBER: any person under the age of sixteen years

[c] FAMILY MEMBER: any parent/s and their children

[d] ASSOCIATE MEMBER: any firm, company, association or club

[e] LIFE MEMBER: any Ordinary Member or Associate Member who may elect to compound their annual subscription by the payment of one sum which shall be ten times the annual subscription for such payment

[f] HONORARY LIFE MEMBER: The Friends may, on the recommendation of the Committee, resolve to elect as an Honorary Life Member any person who has rendered valuable service in furthering the objects of The Friends; the election to be decided by at least three quarters majority of members present at any Annual General Meeting. Honorary Life Members shall be exempt from payment of all fees and contributions, and shall have all the rights and privileges of Ordinary Members.

7. ADMISSION TO MEMBERSHIP

Each person admitted to membership of The Friends shall be bound by the Constitution and By-Laws of The Friends and become liable for such fees, annual subscriptions and levies as may be fixed by The Friends from time to time.

8. TERMINATION OF MEMBERSHIP

Membership shall be terminated by:

[a] Resignation or death

[b] Dissolution of the firm, company, association or club

[c] At least a three quarters majority of members present at an Annual General Meeting or Special General Meeting called for such purpose resolves that such person or organisation shall cease to be a member

[d] Failure to pay the annual subscription by the 31^st day of July in any year or within 30 days of the subscription becoming due

9. MANAGEMENT

9.1 Management of The Friends shall be vested in a Management Committee (commonly referred to as the Committee), consisting of:

[a] President

[b] Vice President

[c] Honorary Secretary

[d] Honorary Treasurer

[e] A minimum of two and a maximum of four other Committee members. The positions of Honorary Secretary and Honorary Treasurer may be jointly held by the one member

9.2 Officers shall be elected by the membership at an Annual General Meeting from amongst its members

9.3 The term of office for Committee members shall be twelve months, and members shall take office at the conclusion of the Annual General Meeting. Except in the case of sub-clause 9.5, a sitting officer may be reelected for on-going term/s

9.4 Any vacancy in office occurring before the expiry of an elected term of office shall be filled by the Committee. Such appointee shall hold office until the next Annual General Meeting when the appointee shall stand down but be eligible for election to the Committee

9.5 The President shall only be eligible for re-election for two (2) consecutive years after which time that member must step down. After a period of one (1) year out of that office the member shall again be eligible for election to that position. On standing down from the position of President that person is eligible to stand for any other office that is declared vacant.

10. EXECUTIVE

The Executive Committee of The Friends shall consist of the President, Vice President, and Secretary. Up to two (2) other members of the Committee may be appointed to the Executive, at the discretion of the Committee. The Executive Committee shall conduct its proceedings as nearly as possible in the same manner as the Committee and shall keep minutes of all meetings. Such minutes shall be submitted to the next Committee meeting. Three (3) members of the Executive shall constitute a quorum.

11. PROCEEDINGS OF THE COMMITTEE

A quorum of the Committee shall be five

The President, or in his/her absence the Vice President, shall act as the Chairman at all meetings. In the absence of the President and Vice President the Committee may elect any member of the Committee to be acting Chairman of the Committee for that meeting

The Committee shall meet at such time and place as determined on its own resolution, or on the request of the President

A member of the Committee who has any direct or indirect pecuniary interest in a contract or proposed contract, made by, or in contemplation of, the Committee, shall comply with Sections 21 and 22 of the Act. Every disclosure of any direct or indirect pecuniary interest made in accordance with Section 21 of the Act shall be recorded in the minutes of the meeting at which it is made

Minutes shall be made of all proceedings and resolutions of the Committee and a copy of the minutes shall be kept in a specified Minute Book for perusal of the members.

12. POWERS OF THE COMMITTEE

The Committee shall carry out the day to day running of The Friends and shall have power to:

administer the finances, appoint bankers, and direct the opening of bank accounts for specific purposes and to transfer funds from one account to another, and to close any such account

fix the manner in which such bank accounts shall be operated upon, providing all payments are passed by the Committee

fix fees and subscriptions payable by members

adjudicate on all matters brought before it which in any way affects The Friends

cause minutes to be made of all proceedings at meetings of the Committee and General Meetings of members

make, amend and rescind rulings and By-Laws

have the power to form and appoint any sub committee/s as required for specific purposes

The Committee shall not have the power to expend an amount exceeding $1000 on any single item, unless the greater amount is approved by a three quarters or more majority vote at a Special General Meeting called for such purpose.

Should a vacancy occur on the Committee during the current term, the Committee shall appoint a successor until the next Annual General Meeting

Appoint an officer/s or agent of the Committee to have custody of The Friends records, documents and securities.

13. COMMON SEAL

The Committee shall acquire a Common Seal with power to break, alter, or change the same from time to time. The Common Seal shall be kept in the custody of the Secretary. The Seal shall not be used or affixed to any deed or other document except pursuant to a resolution of the Committee and in the presence of at least the President and two members of the Committee, both of whom shall subscribe their names as witnesses.

VICE-PRESIDENT

The Vice-President shall fill the duties of President when the President is absent or unable to perform his normal duties

HONORARY SECRETARY

The Honorary Secretary shall:

[a] keep books containing minutes of all meetings of The Friends, all resolutions adopted and business transacted

[b] submit such records to the next appropriate General Meeting of The Friends for confirmation

[c] take charge of all correspondence and general business of The Friends

[d] be the Returning Officer at all elections

[e] perform any other duties that the Committee may from time to time require

HONORARY TREASURER

The Honorary Treasurer shall:

[a] keep a Register of the names and addresses of all members of The Friends and their date of entry and withdrawal from membership

[b] have charge of all accounts and ensure the collections of subscriptions and all monies of The Friends

[c] pay all monies received into an account of The Friends with such bank as the Committee directs

[d] present to the Annual General Meeting and any other meeting as directed by the Committee a statement of receipts and expenditure and a balance sheet audited by the Auditor

[e] present at each meeting of the Committee an up-to-date statement of receipts and expenditure.