TICA Constitution

1. NAME

The name of the Association shall be The Insulation Contractors Association of Australia Incorporated (referred to in these rules as “ the Association”)

2. OBJECTS

The objects of the Association shall be:

1. To encourage, foster and protect the interests of members of the Association and to give members all, such assistance as shall appear proper and desirable.

2. To promote sound and ethical commercial and trade practices and the maintenance of the highest standards of design and quality of workmanship.

3. To encourage the affiliation by unincorporated and/or organisations or bodies having similar objects and to join, affiliate or co-operate with other organisations in promoting or advancing any movement for the betterment of conditions of the engineering and building and construction industries and to join with them in negotiations with third parties on matters affecting the well-being of the thermal insulation industry.

4. To be a central medium for members of the Association in the collection and dissemination of information, including the collection and compilation of statistics necessary to define industry trends and for the preparation of submissions to Governments, statutory bodies and professional organisations.

5. To conduct research, educational and promotional programs designed to maintain a high standard of technical and other knowledge in the thermal insulation industry and in professional and educational bodies.

6. To make representations or submissions in the name of the Association to Governments, statutory bodies and professional organisations on any matter which may effect the interests of the industry.

7. To engage in advertising and public relations and promotional activities, including lectures, seminars and discussion groups and the like in support of the objects of the Association.

8. To receive, hold, invest and borrow money and operate bank and other accounts, to purchase in the ordinary course of its business goods and equipment of any nature and to employ persons and agents on salary, commission or otherwise in pursuance of the attainment of or incidental to any of the foregoing objects.

9. To do all other lawful things incidental or conducive to the attainment of the objects of the Association or any of them.

PROVIDED that the objects of the Association shall not extend to include any matter which would contravene the Trade Practices Act or other lawful regulation for the time being in force.

3. MEMBERSHIP

a) Subject to these rules the members of the Association shall be the members of the Association immediately prior to incorporation together with such other people and organisations as the Committee admit to membership.

b) Membership is open to all individuals and organisations who accept the objects and rules of the Association.

c) Individuals and organisations wishing to become members of the Association shall apply to the Committee for membership.

d) The Committee shall determine whether or not to accept an application for membership. The Committee is not required to supply reasons for accepting or rejecting an application for membership.

e) Members shall pay fees as determined by the Association at a general meeting.

f) A register of members shall be kept by the Association showing name, address and date of commencement of membership of each member. Provision for noting the date of cessation of membership shall also be contained in the register.

g) Membership shall cease upon resignation, expulsion, or failure to pay outstanding membership fees within three months of due date.

h) Membership fees shall fall due on the first day of each financial year of the Association. The financial year of the Association shall run from July 1 to June 30 or such period as is determined by the Committee.

4. MEMBER’S LIABILITY

The members of the Association including the Association Public Officer shall have no liability to contribute towards the payment of debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association except to the amount of any unpaid membership fees.

5. DISCIPLINING OF MEMBERS

The procedure for disciplining members shall be determined by the Committee. Anyone who wishes to appeal against a decision refusing membership, expelling them from membership or otherwise disciplining them may do so at the next general meeting of the Association.

6. MANAGEMENT - BY COMMITTEE

a) The Association shall have its affairs controlled and managed by the office bearers and other members known as the National Committee.

b) The Association may establish State Committees in each state of Australia. State Committees shall follow the Constitution and rules of the Association

c) The office bearers shall be a President, Vice President, Secretary, and Treasurer. There shall be up to five other members of the National Committee. The President must be an active insulation contractor and each of the State Committees must be represented on the National Committee

d) The office bearers and other members of the National Committee shall be elected at each bi-annual General Meeting. Any casual vacancy occurring in the Committee may be filled by a member appointed by the National Committee.

e) State Committees shall comprise a Chairman, Secretary, Treasurer and up to five other members. Office bearers to be elected at an annual state general meeting of state members or as required under relevant State legislation.

f) State Committees shall operate their own accounts, maintenance of membership lists and other activities within the state

g) State Committees shall meet a minimum of four times per year. Minutes shall be kept and tabled at National Committee meetings by the State representative.

h) State Committees shall elect a representative or representatives to the national Committee

i) Each member of the Committee shall hold office from the date of their election or appointment until the next Annual General Meeting.

j) Retiring Committee members are eligible for re-election.

k) The National Committee shall meet as often as necessary to conduct the business of the Association and not less than twice per year or as required by NSW Dept of Fair Trading

l) The quorum for meetings shall be one half the number of Committee members elected at the previous Annual General Meeting.

m) Notice of Committee meetings shall be given at the previous Committee meeting or by such other means as the Committee may decide upon.

n) A member of the Committee shall cease to hold office upon resignation in writing: removal as a member of the Association: or absence from three successive Committee meetings without approval by the Committee

o) The Committee may function validly provided its number is not reduced below the quorum. Should Committee numbers fall below the quorum the remaining Committee members may act only to appoint new Committee members.

p) Questions arising at any meeting of the Committee shall be decided by the majority of votes of those present. In case of an equality of votes the person appointed to chair the meeting shall have a second or casting vote.

q) If within half an hour of the time appointed for a Committee meeting a quorum is not present the meeting shall be dissolved.

r) Additional meetings of the Committee may be convened by the President or any two members of the Committee.

7. GENERAL MEETINGS

a) An Annual General Meeting of the Association shall be held each year within six months from the end of the financial year of the Association.

b) The Committee may, whenever it thinks fit, convene a special general meeting of the Association. A Special general meeting must be convened by the Committee within three months of receiving a written request to do so from at least five percent of the membership of the Association.

c) At least 14 days notice of all general meetings and notices of motion shall be given to members. In the case of general meetings where a special resolution is to be proposed, notice of the resolution shall be given to members at least 21 days before the meeting.

d) In the case of the Annual General Meeting the following business shall be transacted:

i. Confirmation of the minutes of the last Annual General Meeting and any recent special general meeting;

ii. Receipt of the Committees report upon the activities of the Association in the last financial year;

iii. Election of office bearers and other members of the Committee.

iv. Receipt and consideration of a statement from the Committee which is not misleading and gives a true and fair view for the last financial year of the Associations income and expenditure, assets and liabilities, mortgages, charges and other securities, trust properties.

e) The quorum for a general meeting shall be five members present in person. If within half an hour of the time appointed for a general meeting a quorum is not present the meeting shall be dissolved.

f) Voting at general meetings shall be by a show of hands unless a secret ballot is demanded. Decisions shall be made by a simple majority vote except for those matters which must be decided by special resolution where a three- quarter majority is required.

g) All votes shall be given personally and there shall be no voting by proxy.

h) In the case of an equality of votes the person appointed to chair the general meeting shall have a second and casting vote.

i) Nominations of candidates for election as office bearers or other Committee members may be made at the Annual General Meeting or in such other ways as may be determined by the Association at a general meeting.

j) Written notice of all general meetings shall be given to members either personally or posted.

k) Annual financial statements to be submitted for approval at the Annual General Meeting

l) An audited financial statement to be submitted bi-annually at the biannual National Conference

8. OFFICE BEARERS

a) The President or, in the President’s absence, the Vice-President, shall act as chairperson at each general meeting and Committee meeting of the Association.

b) If the President and Vice-President are absent from a meeting or unwilling to act, the members present at the meeting shall elect one of their number to act as chairperson.

c) The Secretary shall ensure that records of the business of the Association including the rules, register of members, minutes of all general and Committee meetings and a file of correspondence are kept. These records shall be available for inspection by any member and shall be held in the custody of the Secretary.

d) The Treasurer shall ensure that all money received by the Association is paid into an account in the Association’s name. Payments shall be made through a petty cash system or by cheque signed by two signatories authorised by the Committee. Major or unusual expenditures shall be authorised in advance by the Committee or a general meeting.

e) The Treasurer shall ensure that correct books and accounts are kept showing financial affairs of the Association. These records shall be available for inspection by any member and shall be held in the custody of the Treasurer.

9. SPECIAL RESOLUTIONS

1) A special resolution must be passed by a general meeting of the Association to effect the following changes:

i. A change of the Association’s name;

ii. A change of the Association’s rules;

iii. A change of the Association’s objects;

iv. An amalgamation with another Incorporated Association;

v. To voluntarily wind up the Association and distribute its property;

vi. To apply for registration as a Company or a Co-operative;

2) A special resolution shall be passed in the following manner:

a) A notice must be sent to all members advising that a general meeting is to be held to consider a special resolution;

b) The notice must give details of the proposed special resolution and give at least 21 days notice of the meeting;

c) A quorum must be present at the meeting;

d) At least three quarters of those present must vote in favour of the resolution;

e) In situations where it is not possible or practicable for a resolution to be passed as described above, a request may be made to the Corporate Affairs Commission for permission to pass the resolution in some other way.

10. PUBLIC OFFICER

a) The Committee shall ensure that a person is appointed as Public Officer.

b) The first Public Officer shall be the person who completed the application for incorporation of the Association.

c) The Committee may at any time remove the Public Officer and appoint a new Public Officer provided the person appointed is a resident of New South Wales.

d) The Public Officer shall be deemed to have vacated their position in the following circumstances:

i. Death

ii. Resignation

iii. Removal by the Committee or at a general meeting

iv. Bankruptcy or financial insolvency

v. Mental illness

vi. Residency outside New South Wales

e) When a vacancy occurs in the position of Public Officer the Committee shall within 14 days notify the Corporate Affairs Commission by the prescribed form and appoint a new Public Officer.

f) The Public Officer is required to notify the Corporate Affairs Commission by the prescribed form of the following circumstances:

i. appointment (within 14 days)

ii. a change of residential address (within 14 (lays)

iii. a change in the Associations objects or rules (within one month)

iv. a change in membership of the Committee (within 14 days)

v. of the Associations financial affairs (within one month after the general meeting)

vi. a change in the Associations name (within one month)

g) The Public Officer may be an office bearer, committee member, or any other person regarded as suitable for the position by the Committee.

11. MISCELLANEOUS.

a) The Association shall effect and maintain insurance as is required under the Associations Incorporation Act together with any other insurance which may be required by law or regarded as necessary by the Association.

b) The funds of the Association shall be derived from the fees of members, donations, grants and such other sources approved by the Association.

c) The Common Seal of the Association shall be kept in the custody of the Secretary and shall only be affixed to a document with the approval of the Committee. The stamping of the Common Seal shall be witnessed by the signatures of two members of the Committee.

d) The Association may at any time pass a special resolution determining how any surplus property is to be distributed in the event that the Association should be wound up. The distribution of surplus property shall be in accordance with section 53 of the Associations Incorporation Act 1984.

e) Service of documents on the Association is effected by serving them on the Public Officer or by serving them personally on two members of the Committee.

f) Notices sent by post shall be deemed to have been received two days after the date of posting.

g) The income and property of the Association shall. be used only for promotion of the objects of the Association and shall not be transferred to members by way of dividend, bonus or profit.