Constitution of the Andalusian Association of Australasia1. NAME
(b) To foster the development of the Spanish Andalusian Horse and its derivatives and to educate, assist and instruct new breeders and owners. (c) To promote in any way whatsoever the interests of breeders of Andalusian Horses in Australasia both pure and part‑bred. (d) To act as the National Governing Body to whom other bodies can refer for guidance in all aspects of Association work. (e) To promote good fellowship and sportsmanship amongst breeders and owners of Andalusian Horses. (f) To compile, print and publish a stud book or other registers of Andalusian Horses in Australasia containing amongst other things and by way of appendix part‑bred Andalusian Horses that the Association shall from time to time accept as being eligible for inclusion in such appendix. (g) To print, publish or make contributions to any newspaper, periodicals, books or leaflets and to publish whether in print type or broadcast or otherwise any information which the Association may think desirable for the promotion of its objects. (h) To adopt such means of making known the objects and benefits of the Association as the Association may deem expedient and practical and to otherwise further the interests of members by advertising in the mass media, by circulars, by publications of books, periodicals and articles, by broadcasting, by granting prizes, rewards and donations and by other means that the Association may deem expedient and practical. (i) To establish and maintain relations with other Societies formed to promote the welfare and interests of other breeds of horses. (j) To support, join in, compete and assist in any Agricultural Show. (k) To appoint Judges and stewards and to maintain a register of persons competent to judge Andalusian Horses. (1) To hold and promote shows, exhibitions and demonstrations. (m) To hold, promote, assist or join in assisting sales of horses registered in the Stud Book and or its appendix. (n) To register with the Association and with other similar Societies brands of all descriptions and to register copyrights for the use of the Association and its members. To do all or any thing deemed necessary to promote the furtherance of the Andalusian Horse breed.
DEFINITIONS: ".Association" means the Australasian Andalusian Association. "Council means the duly elected President, Vice‑President and members of the Council of the Association. "State Branch" means an organisation formed by the Association to further the objects of the Association. Neither the A.C.T., the Northern Territory nor New Zealand shall be either individually or collectively a state. "Member" means a person registered in the records of the Association as a member of the Association. "Office Bearer means a member of the Council of the Association including the President and Vice‑President. ".Regulations" means the Rules and By‑Laws (if any) of the Association made in accordance with the Constitution and Rules in force for the time being. Words importing the male gender shall where the context reasonably permits include the female and neuter genders and the‑ singular shall also include the plural number. Purebred "Spanish" Andalusian means an Andalusian Horse whose complete pedigree traces back only to horses registered in the Spanish Stud Book. Such horse may be branded with an "S" in conjunction with the Society or breeder brand. "Australian" Andalusian means an Andalusian Horse who has been upgraded in accordance with the breeding programme laid down in the Constitution. Such horses must be branded with an "A" in conjunction with the Society or breeder brand.
(b) To sell, exchange, lease, mortgage, hire, dispose of or turn to account of, or otherwise deal with all or any part of the real or personal property of the Association. (c) To open and maintain a bank account and invest and deal with the monies of the Association not immediately required upon such securities and in such manner as may from time to time be determined. (d) To borrow or raise or secure payment or money in such a manner as the Council shall think fit including the issue of debenture stock perpetual or otherwise of the property of the Association both present and future and to use, redeem or pay off such securities. (e) To borrow money or rent both real and personal property from any member of the Association. (f) To appoint, employ and pay Officers, employees and servants of the Association and from time to time suspend or dismiss the same. (g) To establish or make contribution to any fund or otherwise make provision for the benefit of any employee or ex‑employee of the Association or their dependents and to subscribe money for any charitable object. (h) To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Association as the Council may consider expedient for or in relation to any of the purposes of the Association. (i) To receive from any person or corporation who may desire to further the objects of the Association, gifts of money or property of any nature whatsoever and whether real or personal, moveable or immoveable and wheresoever situate. (j)To form State Branches to further the objects of the Association. (k) To do all things as are necessary for, or incidental to, the carrying on or carrying out of the foregoing special powers and also all such things as are necessary for or incidental to the carrying on of the ordinary business of the Association. (1) To do all such things that are in the opinion of the Council incidental or conducive to the attainment of the objects of the Association or any of them.
(a) The membership of the Association shall consist of Full Members, Associate Members and Life Members. A Full Member shall be a member who is the registered owner of a Horse or Horses in the Stud Book or Appendix thereto or in the Register kept by this Association. An Associate Member shall be a member who is not a Full or Life Member. Each Member of the Association shall qualify for membership of any State Branch nominated by such member. (b) Any person, association or corporation may apply for membership of the Association provided however that:
(ii) if two or more members are joint owners of any horse and shall be entitled to be Full members by virtue only of the ownership of that horse, all of such joint owners shall for the purpose of this Constitution be regarded as one Full Member only and the joint owner who shall be entitled to exercise the rights and privileges of Full Membership shall be such one of such joint owners who is for the time beingand from time to time nominated as such by all the joint owners. The other joint owners shall be eligible to be Associate Members; (iii) if an association, company or body whether incorporated or not is a Full Member of the Association, then for the purpose of this Constitution the association, company or body shall be regarded as one member only and the person whether director, employer or employee who shall be entitled to exercise the rights and privileges of Full Membership shall be such person who is for the time being, and from time to time nominated as such in writing by the association, company or body PROVIDED HOWEVER that if any association or body whether incorporated or not owns Horses, yet is not a member, then by virtue of their interest in the Association or body a director, member or employee of the Association or body may become a Full Member of this Association with all the rights and privileges that attach thereto.
(a) Any person who is in the opinion of Council has rendered special and outstanding service to the Association may by recommendation by the Council to the Annual General Meeting of the Association and carried by 3/5 of members at the Annual General Meeting of the Association be appointed a Life Member of the Association. (b) Every Life Member shall be entitled to all the privileges and be subject to all the duties and obligations of a Full Member and shall not be liable for any subscription or levy.
(a) An applicant for Full Membership of the Association shall be proposed and seconded by any two Full Members. The application with the full name and address of the applicant, proposer and seconder shall be delivered to the Secretary of the Association who shall refer it to the Council which shall have the power to accept or reject the Application.
or Treasurer of the Association.
(a) Full Members and Life Members shall have the right to vote on all resolutions submitted to a general meeting. Each member entitled to vote may vote in person, or by postal vote, or by proxy. (b) Associate Members shall not be entitled to vote for the election of members of the Council, and shall not be entitled to vote on any resolution submitted to a general meeting. Associate Members shall be entitled to receive notice of and attend and speak at all general meetings. (c) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation either under seal or under the hand of an officer or attorney duly authorised. The instrument appointing a proxy shall be in common or usual form or in any form approved by the Council. (d) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority shall be handed to the Secretary or the Chairman of the meeting fifteen (15) minutes prior to the beginning of the meeting at which it is intended to use such proxy.
The income and property of the Association shall be applied solely towards the promotion of its objects and no part thereof shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise by way of pecuniary profit to the members PROVIDED THAT remuneration may be paid in good faith to officers and servants of the Association or other persons in return for services to the Association.
(a) The general management of the Association shall be vested in a Council. The Council shall comprise eight (8) members who shall be elected by the Life and Full Members of the Association as hereinafter provided, and two (2) members of each State Branch who shall be elected by the Life and Full Members of that State Branch, by a ballot conducted by that State Branch, the result of which shall be reported to the Secretary of the Association prior to each Annual General Meeting of the Association. (b) All Council members must be Life Members or financial Full Members of the Association. (c) All officers of the Association shall be honorary and no member shall be allowed to make the Association a means of private speculation or trade.
(a) The four (4) Council Members to be elected by the Life and Full Members of the Association shall be nominated in writing signed by the nominee and the proposer and seconder who shall be financial members of this Association and such nomination must be delivered to the Secretary not less than twenty‑eight (28) days before the Annual General Meeting. No unfinancial member may be nominated as an office bearer. (b) Concurrent with issue of nomination forms, members to be advised of names of all Councillors, with note of those Councillors required to stand down for that election. (c) If the number of nominations is equal to or less than, the number of vacancies to be filled, the President at the Annual General Meeting shall declare the nominated candidates duly elected. (d) If the number of nominations exceeds the number of vacancies to be filled, the Secretary shall prepare a list of nominations and ballot papers and post the same to reach all Life and Full Members at least fourteen (14) clear days before the Annual General Meeting. (e) Completed ballot papers must reach the Secretary before the commencement of the Annual General Meeting or placed in a ballot box provided at the place of the Annual General Meeting. Voting closes when the Annual General Meeting has opened. (f) The President and Vice President shall be elected from the Council members by the Council members at the first Council meeting following the Annual General Meeting and will hold office until the conclusion of the next Annual General Meeting.
(a) The financial year of the Association shall commence on the first day of March in each year and conclude on the last day of February in the next year. The Annual General Meeting shall be held not later than one calendar month immediately after the end of each financial year. (b) The term of office for all members of Council shall be two (2) years. One half of the Council Members elected by the Life and Full Members of the Association shall retire each year but shall be eligible for re‑election. The longest serving of those members shall retire first and if more than the number to retire have been in office for the same period then those to retire shall be decided by agreement between them or failing agreement, by a ballot conducted by the Secretary at least forty‑two (42) days before the Annual General Meeting. Similarly, one of the Council Members elected by each State Branch shall retire each year but shall be eligible for re‑election by the State Branch. (c) The President and Vice‑President when elected shall hold office for one (1) year and then be required to stand for re‑election. The President cannot hold that position for more than three (3) consecutive years but may be re‑appointed to that office after a break of at least one year in the term of office if so desired. When there creased to be a President or Vice‑President members of the Council shall elect those officers. (d) The Association in General Meeting may remove any Council Member (including the President or the Vice‑President) before the expiration of his period of office and may appoint another person in his stead; the person so appointed shall be subject to retirement at the same time as if he had become a Council Member on the date on which the Council Member in whose place he is appointed was last elected a Council Member. (e) The office of Council Member (including President and Vice President) shall become vacant if the Council Member ‑ (i) becomes bankrupt or makes any arrangement or composition with his creditors generally; (ii) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; (iii) resigns his office by notice in writing to the Secretary; (iv) has been removed from office pursuant to sub‑rules (e) and(g) hereof, (v) ceases to be a Full Member or a Life Member of the Association. (f) Any Council Member being absent for three (3) consecutive Council Meetings without a reasonable cause may be removed from office and have his position declared vacant. The Council shall be the sole judge as to whether an excuse tendered is reasonable.
(a) Vacancies in the number of office bearers (including the President or the Vice‑President) caused by death, resignation or otherwise and occurring at any time between two Annual General Meetings shall be notified by the Secretary of the Council on the notice paper convening the first Council Meeting held thereafter and all such vacancies may be filled by the Council at that or any subsequent meeting. Any members so appointed shall retain office only until the next Annual General Meeting. (b) In the case of any vacancy arising in the office of Auditor through any cause prior to the date of the Annual General Meeting such vacancy shall be filled by the Council and the person or firm so appointed will hold office until the first day of the month following the Annual General Meeting.
(a) Meetings of the Council shall be held at such times as the President considers necessary PROVIDED HOWEVER THAT a meeting of the Council shall be held at least once in every financial year. (b) Meetings may be held at any place the Council deems fit. (c) Meetings may be held by telephone, facsimile transmission or letter provided that each Council Member shall receive written notification of the proposed meeting and all business to be discussed thereat at least twenty‑one (2 1) days before the date of the proposed meeting and provided further that the written assent of a quorum of the Council Members to the holding of the meeting is received by the Secretary at least seven (7) days before the date of the proposed meeting. Only business notified to Council Members may be discussed at any such meeting.
(a) The Secretary shall convene meetings of the Council by notifying each member of the Council in such manner as the Council shall decide. (b) The President may convene a special meeting of the Council at any time and he shall call a special meeting of the Council on the written request by a majority of members of the Council.
(b) The Secretary shall record and read the minutes of all meetings, attend to correspondence, issue notices of meetings, maintain an attendance book and a record of all shows, parades and awards and such other records as the Council shall from time to time direct. (c) The Treasurer shall receive all monies payable to the Association, give receipts for the same and bank all such monies in the banking account of the Association. He shall present an audited balance sheet of the finances of the Association at each Annual General Meeting and keep proper books of account setting out the Association`s receipts and expenditure in the accepted manner.
(a) All expenses incurred by the Secretary, Treasurer or any member for or on behalf of the Association on the authority of the Council shall be paid out of the funds of the Association. (b) All monies of the Association shall be paid into a current account of the Association at such bank as the Council shall from time to time direct and no money shall be drawn from the account except by cheque signed by at least two persons comprising one of either the Secretary, Treasurer or President together with such person being either the Secretary, Treasurer, President or such other person as may from time to time be authorised by the President in writing. (c) Funds of the Association shall be under the control of the Council who may regulate the manner in which they shall be managed. (d) The books of account shall be audited at least once in each financial year by the duly appointed Auditor.
(b) Any office bearer of the Association may be appointed to the position of Secretary in which case the person so appointed shall be deemed to have resigned from the office previously held by him. (c) One person may hold the combined positions of Secretary and Treasurer.
A General Meeting of the Association shall be held once in every calendar year at such time and place as may be prescribed by the Association in General Meeting or in default at such a time and place as the Council shall appoint. Such General Meetings shall be called Annual General Meetings and all other General Meetings shall be called Extraordinary General Meetings. At the AnnualGeneral Meeting the Association will: (a) Elect the Council Members of the Association in accordance with the rules. (b) Appoint the auditor of the Association. (c) Consider the Annual Report and Yearly Statement of accounts. (d) Deal with any other business with which it is competent to deal under the rules.
(b) Within twenty‑eight (28) days after receiving a written requisition of not less than ten per cent of the financial Full Members delivered personally or addressed to the Secretary at the office of the Association, the Secretary shall convene an Extraordinary General Meeting to be held not less than fourteen (14) days and not more han twenty‑eight (28) days after receipt of such requisition. If the Secretary fails to convene the meeting as aforesaid, the requisitioners may convene the meeting but any meeting so convened shall not be held after the expiration of three (3) months from the date of the requisition. Each such requisition shall state the objects of the meeting and such meeting shall be convened in the same manner as that in which General Meetings are to be convened by the Council. The reasonable costs incurred by the requisitioners in convening such meeting shall be reimbursed out of the funds of the Association unless the Extraordinary General Meeting so convened shall resolve otherwise. (c) No business shall be transacted at any Extraordinary General Meeting other than that for which it is convened.
The Chairperson of all meetings shall have a deliberative vote and in case of equality of votes a second or casting vote.
The Council shall cause a balance sheet and statement of income and expenditure to be prepared up to a date not earlier than one (1) calendar month immediately before each Annual General Meeting. Such balance sheet and statement shall also show the investments representing the funds of the Association at the beginning and end of the period of the accounts and the expenditure of the Association during such period indicating precisely how such expenditure was applied in furtherance of the objects of the Association.
Every instrument to which the Seal is required to be affixed shall be signed by at least one Council Member and by the Secretary or any other person the Council may appoint and such attestation shall be sufficient evidence of the authority to affixed the Seal.
(b) Any member who, in the opinion of the Council, has failed to comply with these Rules, or been guilty of unsportsmanlike conduct in connection with horses or a show, or has been guilty of conduct detrimental to the interests of the Association, or has failed to pay fees or levies due to the Association may be called upon by the Council to resign or may be demoted from Full Membership to Associate Membership (if applicable) and in the event of the member refusing to resign or to allow demotion, the member may be expelled from the Association on a resolution of the Council. (c) Any member demoted or called upon to resign as aforesaid shall be entitled to appear before the Council to explain his or her conduct, to call witnesses or produce evidence in his or her defence and to question other witnesses who may have given evidence to the Council concerning such conduct. ‑ (d) Any member expelled from the Association on a resolution of the Council shall have the right to appeal to a General Meeting and if a majority of the members entitled to vote and voting in person, or by postal vote, or by proxy at such meeting resolve to ratify the Council`s resolution to expel the member, the expulsion shall take effect forthwith. (e) The Council being satisfied of the propriety of the case shall on the request of a member deal with an objection to any horse entered in any show or parade.
Any member desiring to resign as a member of the Association shall do so by written notice to the Secretary. No resignation shall relieve any member from payment of any subscription in arrear or any other monies due by him to the Association at the date of his resignation. (a) Subject to this Constitution the Management of the business and control of the finances and affairs of the Association shall be vested in the Council which may exercise all such powers and do all such things as may be exercised or done by the Association as are not hereby or by the Act expressly directed or required to be exercised or done by the Association in General Meeting. In particular and without prejudice to the generality of the foregoing the Council may at its discretion exercise every borrowing power vested in the Association by this Constitution or permitted by law together with the collateral power of mortgaging and charging the assets of the Association. (b) Without limiting the foregoing the Council shall have the power to make and publish regulations for the administration of the Association or for any show, trials, parades or any other matters and in particular make and publish regulations which shall detail procedures concerning: (i) Admittance to Stud Book or Appendix thereto. (ii) The conduct of shows, trials and competitions. (iii) The Judging of competitions.
(c) The Council may co‑opt persons to attend Council Meetings during any period up to the next Annual General Meeting. Such co‑opted persons shall not be entitled to vote at Council Meetings. (a) Every Council Member, Secretary, Treasurer, Auditor or other officer or servant of the Association and their executors and administrators shall be indemnified by the Association against, and it shall be the duty of the Council out of the funds of the Association to pay, all costs, losses and expenses which any such Council Member, Secretary, Treasurer, Auditor or other officer or servant may incur or become liable to by reason of any contract entered into or act or thing done by him as such Council Member, Secretary, Treasurer, Auditor or other officer or servant or in any way in the discharge of his duties including travelling expenses except as a result of his own neglect and default and the account for which such indemnity is provided shall immediately attach his lien on the property of the Association and have priority as between the members over all other claims. (b) Any Council Member, Secretary, Treasurer, Auditor, officer or servant of the Association shall be indemnified against any liability incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by any Court of law in respect of any negligence, default, breach of duty or breach of trust. (c) No Council Member or officer or servant of the Association shall be liable for the acts or omissions of any other Council Member, officer or servant or any person employed by the Association as Auditor or by reason of his having joined in any receipt for money not received by him personally or for any loss on account of default if title to any property acquired by the Association or on account of the insufficiency of any security in or upon which any monies of the Association shall be invested or for any loss incurred through any banker, broker or other agent or upon any ground whatever other than his own negligence, default, breach of duty or trust.
(a) The Association may be wound up by a special resolution passed by a majority of three‑fourths of the members entitled to vote and voting in person, or by postal vote, or by proxy at a General Meeting convened for that purpose and of which notice of motion has been given to all members of the Association at least thirty (30) days before such meeting. (b) Upon a winding up of the Association, its funds and property remaining after the satisfaction of all its liabilities shall at the discretion of the Council be paid or transferred to a registered charity or charities or to a body promoting the Spanish Andalusian Horse. |