CONSTITUTION OF THE NORTHSIDE OPERA STUDY GROUP INC.       March 2011

1.              NAME

The name of the Association shall be The Northside Opera Study Group Incorporated (referred to in this constitution as "the Association")

2.              OBJECTS

The objects of the Association shall be:

the critical study of opera in all its aspects and forms

to fostering greater understanding of opera

to further performances of opera

to encourage the composition of new operas.

3.              MEMBERSHIP

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

b)      Individuals wishing to become members of the Association shall apply to the Committee for membership.

c)      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.

d)      Members shall pay such fees as are determined by the Association at a general meeting.

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

f)       Membership shall cease upon resignation, expulsion, or failure to pay outstanding membership fees within one month of the due date.

g)      Membership fees shall fall due on first day of each semester - February and July and must be paid within one month. Visitors to pay a fee on the day attended, amount designated by the Committee. The financial year of the Association shall run from January 1 to December 31 or such other period as is determined by the Committee.

h)      Honorary Life Membership may be conferred on a member by the Association at a General Meeting in recognition of outstanding services to the Association.

4.              MEMBERS' LIABILITY.

The members of the Association 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 of 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.              RESOLUTION OF INTERNAL DISPUTES

Disputes between members (in their capacity as members) of the Association, are to be referred to a community justice centre of mediation in accordance with the Community Justice Act, 1983.

7.              MANAGEMENT - BY COMMITTEE

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

b)    The office bearers shall be a President, Vice President, Program Co-ordinator, Secretary, Treasurer. There shall be up to 10 other members of the Committee.

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

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

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

f)     No person shall have more than two consecutive years in the office of President.

g)    The Committee shall meet as often as necessary to conduct the business of the Association and not less that once every two months.

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

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

j)     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 the approval of the Committee.

k)    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.

l)     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 casting vote.

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

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

8.              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 (except the first Annual General Meeting which shall be held within two months from the end of the first financial year and within 18 months of incorporation).

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 per cent 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 the 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 Committee's 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 of the last financial year of the Association's:

.           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 the general meetings shall be by 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 or 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, by email or by post.

9.              OFFICE BEARERS

a)    The President or, in the President's absence, the Vice-President, shall act as the 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 constitution, 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 by authorised in advance by the Committee or a general meeting.

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

10.           SPECIAL RESOLUTIONS.

a)    A special resolution must be passed by a general meeting of the Association to effect 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.

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

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

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

iii)            a quorum must be present at the meeting;

iv)            at least three-quarters of those present must vote in favour of the resolution;

v)            in situations where it is not possible 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.

11.           PUBLIC OFFICER

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

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

c)    The Committee may at any time remove the Public Officer and appoint a new Public Officer provided that the person appointed is 18 years of age or older and 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 in the following circumstances:

i)               appointment (within 14 days)

ii)              a change of residential address (within 14 days)

iii)             a change of the Association's objects or rules (within one month)

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

v)              of the Association's financial affairs (within one month after the Annual General Meeting)

vi)             a change in the Association's name (within one month).

12.          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 form 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 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 and in the event that the Association should be wound up. The distribution of surplus property shall be in accordance with section S3 of the Association Incorporation Act 1984.

e)    Service of documents on the Association is effected by serving them to 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 day after the date of posting.

g)    In the event of the winding up of the Association all surplus property shall be vested in the Sydney Conservatorium of Music, Division of Vocal Studies and Opera.