Constitution

1. Name

The Name of the Association is:
Süd-Australischer Allgemeiner Deutscher Verein Incorporated (abbreviated S.A.A.D.V.).
The name of the Association shall never be changed.

2. Definitions

In this Constitution:

Association means the Süd-Australischer Allgemeiner Deutscher Verein Incorporated (abbreviated S.A.A.D.V., translated: South Australian German Association).
Act means the Associations Incorporation Act 1985 (as amended).
Constitution means the rules of the Association.
Management Committee means the Association Management Committee.
President means the President of the Association.
Secretary means the Secretary of the Association.
Group means a group of Association members pursuing a common field of interest in accordance with the purpose and object of the Association and being approved by the Management Committee.
Financial Year means the financial year of the Association.

3. Purpose or Objects of the Organisation

The Objects of the Association are:

To be an Association for Germans and people of German descent living in South Australia without regard to race, social standing, occupation, political or religious beliefs. It also includes such people who are interested in the German way of life and its culture but who do not have knowledge of the German language.
To foster the German language, culture, customs, habits and social life and thus contribute to Australian cultural life.
To be a link between the German and Australian way of life and to promote mutual understanding and co-operation.
To provide its members with a welfare and community centre as well as facilities for leisure activities, and for education in the form of lectures, discussion, sport and physical culture, games, dancing, stage performances, music and singing.
The staging of events for example the Schützenfest (Shooting Festival) the Winzerfest (Vintage festival) the Oktoberfest (October Festival).

4. Powers of the Association

The Association shall have all the powers conferred by section 25 of the Act.

5. Membership

5.1 Types

Ordinary membership: Persons can apply for membership if they have attained the age of 18 years. The application for membership shall be made in writing, signed by the applicant and the proposer and seconder and must be lodged with the secretary who will display this form for a minimum of 14 days to give members an opportunity to raise objections to the admission of the applicant. If no objections are received the application needs approval by the management committee. Upon acceptance of the application by the management committee and upon the payment of the first annual subscription and any joining fee the applicant shall be a member of the Association. The successful applicant will be notified in writing.
Members under the age of 18: Persons under the age of 18 can also apply for membership either on a separate application form or they can be included on an application form of one of their relatives. The same processing takes place as in 5.1a. There is no membership fee for children under the age of 16. Members of this group (b) have no voting rights and they may not stand for office in the club.
Honorary members: A member may be awarded an honorary life membership for outstanding service or contribution to the association on the recommendation of the president, a vice president, and secretary. Final approval must be given by a two-thirds majority of members at an annual general meeting.
Special membership: The management committee may proclaim special memberships for short-term members, groups, corporations and similar organisations if their objectives conform with the purpose of the Association. One representative of the said corporation or organisation may be given the right to vote by the management committee.
Membership identification will be issued to all financial members. New members names will be published in the Association's Newsletter "Das Band".

5.2 Duties of the members

Abide by the rules and constitution of the Association and thereby further the purpose and goals of the Association.

5.3 Rights of the members

Use of the premises of the Association and the fittings and furniture belonging to the Association.
Articles belonging to the Association may only be used with the authorisation of the secretary and under the supervision of an authorised person of the Association.
To receive without cost the Association's Newsletter "Das Band", which will include a program of Association events.

5.4 Subscriptions

The amount of the annual subscription for the financial year will be decided at the half-yearly meeting. In cases of hardship the managing committee can decide if a reduction, or exemption from either or both fees is justified. In such cases there is a limit to a maximum time of one year in cases where such an extension has been asked for in writing.
The subscription fees shall be payable annually on 1 July or at such other time as the management committee shall determine.
New members who join during the year will pay on a pro rata basis from the start of the financial year. The minimal amount to be paid as a subscription will be 1/4 of a yearly subscription and the pro rata payment will be reckoned to the quarter year period in which the application was made.
Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Association, provided always that the management committee may reinstate such a person's membership on such terms at it thinks fit.

5.5 Resignations

A member may resign from membership of the Association by giving written notice thereof to the secretary/public officer of the Association. Any member so resigning shall be liable for any outstanding subscriptions that may be recovered as a debt due to the Association.
Members who leave the Association during the financial year and who have already paid their subscription have no right to a refund.

5.6 Expulsion from the Association and Loss of Membership

If a member has been proven to have committed a criminal act or a serious misdemeanour they may be refused entry to the Association on the formal recommendation of the management committee.
Should a member be refused entry to the Association as a result of such a management committee recommendations they shall have the opportunity at the next general meeting to lodge an appeal. A final decision will be reached through a vote with a simple majority.

5.7 Register of Members

A register of members must be kept and contain:

The name and address of each member
The date at which each member was admitted to the Association; and
If applicable, the date of, and reason(s) for, termination of membership
To inform the Secretary within four weeks of any change of address.

6. Organisation and Administration of the Association

6.1 Powers and Duties

The affairs of the Association shall be managed and controlled by a Management committee which in addition to any powers and authorities conferred by these rules may exercise all such powers and do all such things as are within the objects of the Association, and are not by the Act or by these rules required to be done by the Association in a general meeting.
The administration and management of the Association is the responsibility of the management committee.
The management committee is answerable to the members for the upholding of the constitution as well as the running and administration of the Association. The management committee is also responsible to ensure that motions passed by general meetings are executed.
The management committee has the management and control of funds and other property of the Association. (Refer also 8.2b)
The management committee shall have the authority to interpret the meaning of these rules and any other matter relating to the affairs of the Association on which these rules are silent.
The management committee has the right to employ suitable personnel and to pay them in accordance with the law of the land.
The management committee has the right to co-opt members to assist them when and if this is necessary.
All members of the management committee carry out their duties in an honorary capacity. They have no claim to any financial compensation but have the right of free entry with their partner to any event of the Association.
The management committee shall appoint a public officer as required by the Act.
The areas of responsibility of the management committee include:

The running of large events, for example the Schützenfest, Oktoberfest, Vintage Festival.
The administration of the premises and its inventory.
The relationship and care of the groups within the Association.
The maintenance and formation of relationships to other organisation, government departments, radio, television and the press.
The organization and running of internal and external social events and other events of the Association.
The form content and production of the Association's Newsletter "Das Band".
The running and administration of the library of the Association.

The areas of responsibility for the Trustees include:

They shall check all receipts and expenditures.
They shall acquaint themselves with the financial affairs of the Association and shall supervise the correct filing of documents and records.
They shall be authorised to inspect all treasury, inventory and other records of the Association, including those of the groups.
Although the trustees shall not be entitled to refused the execution of decisions of the management committee or members meetings they may refer back once such a decision for clarification.

6.2 Appointment

The management committee shall comprise of a President, two Vice-Presidents, a Secretary, Treasurer and four trustees, all with full voting rights.
All members of the management committee will be elected at the Annual General Meeting for a period of two years with the right of re-election.
To be eligible to stand for election a person must be nominated at least 14 days before the meeting by delivering the nomination of that person to the secretary of the Association. The nomination shall be signed by the proposer, the seconder and by the nominee.
Notice of all persons seeking election to the management committee shall be given to all members of the Association with the notice calling the meeting at which the election is to take place.
The management committee may appoint a person to fill a casual vacancy, and such a management committee member shall hold office until the next annual general meeting of the Association.

6.3 Principal Office Holders

The President represents the Association both internally and externally. The President has the right to directly participate in any meeting or gathering of the Association. The President, with the authorisation of the management committee can receive an allowance for representational purposes. The amount will be set annually by the management committee. Any unused amounts from this allowance will be returned to the Association's treasury at the end of the financial year. The President must have the ability to express him/herself both in the German and English language.
The Vice-Presidents will assist the President in carrying out the duties required in this position. Should the President not be available a Vice President shall take his place with all the obligations and privileges, in such cases the Vice President receives any incidental costs out of the allowance of the President.
The Secretary shall:

Be subject to the direction of the Management Committee.
Be responsible for the administration of the Association.
Be "Seal Holder" and "Public Officer" of the Association.
Attend to correspondence.
Sign documents and agreements on behalf of the Association subject to the approval of the Management Committee.
Have the ability to speak and understand both the German and English languages.

The Treasurer is responsible for the funds and banking of the Association as well as the keeping or overseeing the keeping of the books according to the laws of the land. The Treasurer presents the financial and bank statements at general meetings. The Treasurer is responsible to present at the Annual General Meeting the financial report for that year. This statement must have been previously audited by a legally qualified and authorised person. The financial statement must be available for inspection by the members ten days prior to this meeting.

6.4 Proceedings of the Management Committee

The management committee shall meet together for the dispatch of business at least monthly.
Questions arising at any meeting of the management committee shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.
A quorum for a meeting shall be 2/3 of the members of the management committee.
A member of the management committee having a direct or indirect pecuniary interest in a contract or proposed contract, with the association must disclose the nature and extent of that interest to the management committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the management committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the association.

6.5 Disqualification of Management Committee Member

The office of a management committee member shall become vacant if a management committee member is:

Disqualified from being a management committee member by the Act.
Expelled as a member under these rules.
Permanently incapacitated by ill health.
Absent without an apology from more than four meetings in a financial year.
No longer the duly appointed representative of a body corporate.
The President has the power to remove any member from a position of authority should special reasons necessitate such a measure. Any such measure however shall be subject to confirmation by the next general meeting.

Any vote of 'no confidence' against the management committee including trustees or an individual member may be moved by any member at a general meeting. As soon as such a motion is carried by a 2/3 majority it shall be placed on the agenda of the next general meeting which shall be held within six weeks. If such a motion is then carried by a majority then the management committee member(s) or the trustee(s) must then resign.
In the event of the whole management committee or all of the trustees having to resign as a result of the 'no confidence' vote, a caretaker chairperson shall be elected. This person shall arrange for the immediate election of a new management committee.

6.6 Disqualification of Management Committee Member

The Group Leaders are the link between the management committee of the Association and the groups. By advice and consultation they support the management committee.
Formation and management of the Groups. The following basic guidelines are to be observed:
Groups may be formed with the consent of the management committee for the various activities of the Association provided they are in accordance with the constitution of the Association. The formation of the group must be authorised by the next general meeting. Within the parameters of the constitution groups may administer themselves. Groups will have their own regulations that will be authorised by the management committee. In cases of dispute the constitution of the Association will in all situations and at all times prevail.
All members of a group must be members of the Association. This is also applicable to new groups that must have at least six members.
The groups will elect from among their members a "Leader" who is responsible for the duties and administration of the group and who represents the group in the Association, and so far as is necessary to the general public.
All groups must elect a Treasurer who keeps proper books, which must be presented to an Internal Auditor of the Association at leas once a year.
In case of a group being attached to a club or organisation outside of the Association and in this situation wishes or is required to conduct business transactions the following regulations will apply, "President is the President of the S.A.A.D.V. "Chairman is the Group leader. "Treasurer" is the Treasurer of the group; Secretary is the Secretary of the group.
The management committee must be informed of all business transactions, agreements and contracts of the groups with outside associations. Financial requests by the groups to the Association must be in writing and distributed for acceptance to the management committee.
All facilities, equipment and goods that are in the possession of the groups, irrespective whether they were purchased or donated, shall be the property of the Association. The groups shall merely have the right to use such property.
The groups may adopt a name of their own, but the affiliation with the Association shall be clearly displayed on all public documents.
The groups can be affiliated with other clubs and organisations whose aims are not opposed to the constitution of the S.A.A.D.V. and the affiliation will not bring financial disadvantage to the Association.
Outside bodies who are connected with the Association or one of its groups may be invited to the Association premises for meetings of common interest. The current rules and regulations of the Association are to be abided by in such cases.
The groups must use the same bank as the Association.
All accounts must carry the name of the South Australian German Association (S.A.A.D.V.) as well as the group name.
In case of a group ceasing to operate the management committee will administer the funds assets of the group until the group's future has been settled.

The Association shall have a common seal upon which its corporate name shall appear in legible characters. The seal shall not be used without the express authorisation of the committee, and every use of the seal shall be recorded in the minute book of the Association. The affixing of the seal shall be witnessed by the chairperson and secretary of the Association.

8. General Meetings

8.1 Annual General Meetings

The management committee shall call an annual general meeting in accordance with the Act and these rules. (8.6)
The order of business at the meeting shall be:

The confirmation of the minutes of the previous general meeting and of any special general meeting held since that meeting.
Reports.
The election of the President, Vice Presidents, Secretary, Treasurer and other committee members.
The appointment of auditors.

8.2 Half-yearly General Meeting

The setting of new joining fees and yearly subscriptions.
The authorisation of a budget limit per item for the management committee.

8.3 Special General Meeting

Special general meetings may be convened by the management committee if special circumstances make it necessary, i.e., the changing of the constitution, dissolution of the Association, sale, lease or alteration of the executive powers over the possessions of the Association or the issuing of shares or debentures.
When at least twenty (20) members with voting rights make a written and signed application and state their reasons, the management committee must on of the receipt of the requisition call a special general meeting within one month for the purpose specified in the requisition.
Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.
If a special general meeting is not convened within one month, as required by 8.3b, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the management committee, and for this purpose the management committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of the meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.

8.4 Notice of General Meetings

Subject to 8.3b, at least 14 days notice of any general meeting shall be given to members. The notice shall set out when and where the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
A notice may be given by the Association to any member by posting the notice of the meeting in a public place within the Association, and by placing a notice in the Association's Newsletter "Das Band", or by serving the member with the notice personally, or by sending it by post to the address appearing in the register of members (see rule 5.7) Where a notice is sent by post:
The service is effected by properly addressing, prepaying and posting a letter or packet containing the notice; and

Unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of the post.

8.5 Proceedings at General Meetings

A quorum has been formed when at least 7% of the members with voting rights are present.
If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of numbers shall lapse.
If the meeting does not form a quorum a new general meeting is to be called, however, not before a time lapse of 28 days. This meeting will be deemed to have formed a quorum irrespective of the number of members with voting rights present.
Subject to 8.5e the chairperson shall preside as chairperson at a general meeting of the Association.
If the chairperson is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a management committee member or one of their own number to be chairperson at that meeting.
In procedural matters Renton Rules of Meetings will apply.

8.6 At all General Meetings

Acceptance of the minutes of the previous meeting.
Report of the President, Secretary and Treasurer and the Trustees.
Motions.
Any Other Business.
In all General Meetings the Chairperson shall:

Open and close the meeting and conduct it in a parliamentary manner.
Be wholly responsible for the course of the meeting and may use all parliamentary measures at their disposal, i.e. they may withdraw leave to speak, limit the time of speaking, exclude individuals from the meeting (with proper reason) and if need be, dissolve or adjourn the meeting.
The chairperson shall have the right to adjourn the decision on a particularly important and far-reaching motion until the next general meeting.

8.7 Voting at General Meetings

Subject to these rules, every member of the Association has only one vote at a meeting of the Association.
Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person, or where proxies are allowed, by proxy, at that meeting.
Unless a poll is demanded by at least ten members, a question for decision at a general meeting must be determined by a show of hands.
Members with voting rights who take part in a general meeting will have their names recorded.
In secret ballots at least two scrutineers must be appointed.

8.8 Poll at General Meetings

If a poll is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.

8.9 Special and Ordinary Resolutions

A special resolution is a special resolution as defined in the Act.
An ordinary resolution is a resolution passed by a simple majority at a general meeting.

8.10 Proxies

A member shall be entitled to appoint in writing a natural person who is also a member of the association to be their proxy, and attend and vote at any general meeting of the Association. The proxy notice must be handed to the Secretary prior to the meeting.

9. Minutes

Proper minutes of all proceedings of general meetings of the Association and of meetings of the management committee, shall be entered within one month after the relevant meeting in minutes books kept for that purpose.
The minutes kept pursuant to this rule must be confirmed by the members of the Association or the members of the management committee (as relevant) at a subsequent meeting.
The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.
Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all decisions made at a meeting shall be deemed to be valid.

10. Dispute Resolution

The dispute resolution procedure set out in this rule applies to disputes under these Rules between

A member and another member.
A member and the Association.

The parties to the dispute must meet and discuss the matter in dispute, and, if possible resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties.

11. Financial Reporting

11.1 Financial Year

The financial year shall be a period of twelve months commencing of 1 July and ending of 30 June of each year.

11.2 Accounts to be Kept

The Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transaction and financial position of the Association in accordance with the Act.
Bank cheques. No more than five members of the management committee shall have the right to sign cheques. On any cheque of the Association three signatures shall be required.

11.3 Accounts and Reports to be Laid Before Members

The accounts, together with the auditor's report on the accounts, the management committee's statement and the management committee's report, shall be laid before members at the annual general meeting.

12. Prohibition Against Securing Profits or Members

The income and capital of the Association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members of their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Association.
Leasing, exchange or any other alteration in exercising the right of ownership of the Association's real property or the taking out of a mortgage, can only be carried out at an extraordinary general meeting.
Shares or debentures (not secured by mortgage) from members in order to raise finance for the maintenance, extension or alteration or for the purchase of fixtures for the Association may be issued by the management committee with the authorisation of the members.

13. Winding Up

Any winding up of the Association will be held at a special general meeting. A quorum at this meeting will be 50% of the membership. However should a quorum not be obtained then 8.5c applies. A 2/3 majority vote will apply.

The Association may be wound up in the manner provided for in the Act.

14. Application of Surplus Assets

If after winding up of the Association there remains "surplus assets" as defined in the Act, such surplus shall be istributed to any non profit organization which has similar objects and has rules which prohibit the distribution of its assets and income to its members.
Such non profit organization or organizations shall be identified and determined by a resolution of members in a general meeting.

15. Rules

These rules may be altered by special resolution of the members of the Association. This includes decision or replacement by substitute rules.
The alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, as required by the Act.
The registered rules shall bind the Association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

16. Internal Matters

The constitution shall be written in the English and German language, properly documented and printed with the English language version by law being the definitive document. Both general and management committee meetings of the Association may be held in either the German or English language. Written documents in financial and business matters concerning the Association must be written in English.
Employees of the Association (Membership). Employees of the Association may have full speaking and voting rights.
Special resolutions can only be decided with a 2/3 majority at an extraordinary general meeting.
Special awards for members. A member may be awarded a Silver or Gold Honour badge at the Foundation Day of the Association by the recommendation of the President, vice president and secretary.
The Management Committee, Honorary members and their partners have the right of free entry to any event of the Association.

17. Entry into Force

This Constitution replaces the Constitution effective since the 13th March 1994 and shall itself take effect from the 21st day of October 2001.

Given under my hand on behalf of the S. A. German Association

Elke B Pfau, President