WASFF Constitution

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1 NAME OF THE ASSOCIATION

1.1 The name of the organisation shall be the Western Australian Science Fiction Foundation (WASFF).

2 OBJECTIVES OF WASFF

2.1 The Objectives of WASFF are:
2.1.1 To foster an appreciation of Science Fiction in Western Australia:
2.1.1.1 By organising and assisting in the organising of conferences, seminars, workshops, and events pertinent to the production and consumption of Science Fiction in Western Australia;
2.1.1.2 By sponsoring, promoting and organising competitions to encourage the production of Science Fiction in Western Australia;
2.1.1.3 By facilitating the preservation and availability of historical documents and other materials relevant to Science Fiction in Western Australia; and
2.1.1.4 Other appropriate activities as determined by the membership of the Foundation.
2.1.2 To promote and assist in the provision of facilities for the objectives of WASFF.
2.1.3 To raise funds for the achievement of the objectives of WASFF.
2.1.4 To communicate with other organisations, groups or individuals who share some or all of the objectives of WASFF.
2.1.5 To co-operate with other groups with similar aims.
2.1.6 To operate WASFF on a non-profit basis to achieve the other objectives of WASFF.
2.2 Any additional objectives in the by-laws section headed "Additional Objectives of WASFF".

3 POWERS

3.1 WASFF shall have the following powers:
3.1.1 To sue in a court of law;
3.1.2 To pay expenses incurred for carrying out the objectives;
3.1.3 To receive money or property;
3.1.4 To invest and deal with moneys of WASFF as determined by the Board;
3.1.5 To open and operate a bank account;
3.1.6 To purchase or sell property;
3.1.7 To enter into contracts for the carrying on of the business of WASFF; and
3.1.8 To appoint, employ or dismiss agents, employees, contractors or consultants from time to time;
3.1.9 To have and exercise all powers provided under any Act the WASFF is incorporated under.

4 NONPROFIT

4.1 The income and property of WASFF shall be applied solely towards the promotion of the objectives of WASFF and no portion thereof shall be paid or transferred, directly or indirectly, to any member of WASFF, provided that remuneration may be paid in good faith to officers and employees of and contractors to or of WASFF, or other persons in return for services rendered or material supplied to WASFF.

5 MEMBERSHIP

5.1 Ordinary Members shall be persons who have paid the full membership for the nominated Western Australian Science Fiction Convention for that year.
5.2 Associate Members shall be persons who have paid at least the minimum membership (but not the full membership) for the nominated Western Australian Science Fiction Convention for that year.
5.3 Life Members shall be persons who have been appointed by a 75% majority of a general meeting. Life Members shall be listed in the By-laws.
5.4 If there is no nominated Western Australian Science Fiction Convention for any year, then the Ordinary members shall be the Board members and all of the Ordinary and Associate members from the previous year shall be automatically considered Associate members until there is a nominated WA Science Fiction Convention.
5.5 A member may be expelled from WASFF by resolution of the board where it appears that that person's conduct has been detrimental to the objectives of WASFF.
5.6 The By-laws. may provide for other types of membership, the requirements therefore and the benefits thereof.

6 ELECTION AND MEMBERSHIP OF THE BOARD
6.1 The Board shall consist of 6 elected members, the Immediate Past Chairman and ex officio the Convenors of the previous, the current and the next nominated WA Science Fiction Conventions (or their representatives).
6.2 The election of members of the Board shall be held during the Annual General Meeting (AGM).
6.3 Nominations for positions on the Board will close before the commencement of the AGM, or other meeting where the elections are to be held.
6.4 All nominees must be Ordinary Members of the WASFF.
6.5 The members shall vote by secret ballot using the optional preferential voting method set out in the By-laws.
6.6 The members of the board shall hold office for a period of time commencing at the end of the AGM they are appointed and ending at the end of the next AGM after their appointment.
6.7 The members of the Board so elected shall at their first meeting following the AGM determine from their own numbers who shall be:
6.7.1 The Chairman;
6.7.2 The Administrator; and
6.7.3 The Treasurer.
6.8 The duties of the Chairman, Administrator and Treasurer shall be set out in the By-laws.
6.9 A board member may resign from office by providing notice in writing to the Chairman, or the Administrator if the person resigning is the Chairman. Casual vacancies in the Board shall be filled by resolution of the Board.

7 PROCEEDINGS AND POWERS OF THE BOARD OF WASFF

7.1 The Board shall meet from time to time for the dispatch of the business of WASFF.
7.2 Members of the Board shall endeavor to attend and participate in all meetings of the Board.
7.3 Members of the Board shall be familiar with the Act under which WASFF is incorporated and shall at all times act to ensure the Act is complied with.
7.4 Each Board member has a deliberative vote at board meetings, but if there is a tied vote, the person presiding at the Board meeting shall have a casting vote in addition to his/her deliberative vote.
7.5 The quorum of a board meeting is four members of the board.
7.6 A resolution in writing signed by an absolute majority of the Board Members shall be as valid and effectual as if it had been passed at a meeting of the Board Members duly convened and constituted. Every such written resolution shall be placed in the Minute Book of the Board.
7.7 The Board shall be responsible for and have the entire control and management of the affairs and property of WASFF and may act in all matters concerning WASFF in such manner as appears to it to be best calculated to promote the interests of WASFF.
7.8 The Board may at any time appoint or dismiss a sub-committee subject to the By-laws and may prescribe the powers and functions thereof.
7.9 The Board may create By-laws for the smooth operation of the WASFF.

8 GENERAL MEETINGS

8.1 WASFF shall hold an annual general meeting within four months of the end of the financial year. If the nominated Western Australian Regional Science Fiction Convention is held during this period, the AGM shall be held during the nominated convention
8.2 The Board may resolve to call a special General Meeting for any purpose.
8.3 The board shall call a special General Meeting upon receiving a petition signed by 20 ordinary members calling for a special general meeting to decide upon an issue.
8.4 At least 14 days notice of a General Meeting shall be provided to the members.
8.5 The By-laws shall set out the procedure of the AGM.
8.6 The Chairman or in his/her absence a board member shall preside at general meetings of WASFF.
8.7 If the Chairman and all board members are absent from a general meeting, the Voting Members present shall elect one from amongst their number to act as Chairman.
8.8 Upon any question arising at a general meeting of WASFF, any ordinary, associate or life member shall have a deliberate vote, except that the person presiding at the General Meeting shall not have a deliberate vote.
8.9 A question arising at a General meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the General meeting shall have a casting vote.
8.10 At a General meeting, 13 vote-holding members shall constitute a quorum for the transaction of business at a general meeting.

9 METHOD OF ELECTION OF COMMITTEE FOR A WESTERN AUSTRALIAN REGIONAL SCIENCE FICTION CONVENTION.

9.1 The by-laws shall specify the form of a motion proposing the creation of a WA Regional SF Convention.
9.2 A motion for forming a WA Regional Science Fiction Convention must be provided to the chairman before the commencement of the AGM.
9.3 If multiple nominations are received then they shall be voted upon, according to the method of election of the WASFF Board.

10 MANAGEMENT OF PROPERTY AND INCOME OF WASFF

10.1 The Financial year of WASFF shall commence on 1 January of each year.
10.2 The by-laws shall specify rules for allocation of money to Western Australian Regional Science Fiction Conventions.
10.3 The by-laws may specify rules for allocation of money to other projects.

11 AUDITOR

11.1 Each AGM may appoint a person who is a qualified accountant or auditor, who has not been a member of the Board or a sub-committee during the last two years, as the auditor of WASFF.

12 PROCEDURE FOR ALTERATION OF THE CONSTITUTION

12.1 Notice of the proposed amendment shall be included in a publication provided to every member of the WASFF with the notice of the General Meeting at which the constitutional change is being considered.
12.2 The constitution may be amended by resolution passed by a 75% majority of the Voting Members voting at a general meeting.

13 PROCEDURE FOR THE ALTERATION OF THE BY-LAWS

13.1 Certain By-laws shall be termed Regulations and shall only be created and amended by a two-thirds majority resolution of a General Meeting.
13.2 Notice of the proposed amendment to Regulations shall be in the same manner as required for a constitutional change.
13.3 By-laws that are not Regulations may be amended by resolution passed by a simple majority of the Voting Members voting at a general meeting or by a resolution of the Board.
13.4 The Board may make by-laws by a simple majority resolution.

14 INSPECTION OF BOOKS AND DOCUMENTS BY MEMBERS

14.1 Copies of annual financial statements, and any other financial statement previously prepared or list of members, shall be made available for inspection and copying to members and auditor (if any) on request, subject to any reasonable restrictions as to time and manner of inspecting them that may be imposed by the Board for the time being. With the prior authority of a special resolution of a meeting of members of WASFF, such books of account, books, documents and registers shall be open to inspection by a person nominated by such resolution.

15 COMMON SEAL

15.1 WASFF shall have a common seal that shall include "Western Australian Science Fiction Foundation" and the words "Common Seal".
15.2 The common seal shall remain in the custody of the Administrator and shall not be affixed to any instrument except by the authority of the Board and the affixing thereof shall be attested by the signatures of two members of the Board authorised by the Board to attest thereto and the attestation shall be sufficient for all purposes that the common seal was affixed by the authority of the Board.

16 DISSOLUTION

16.1 WASFF may be dissolved or wound up by a resolution passed by a 75% majority at a special general meeting called for such purpose.
16.1 If upon the dissolution or winding up of WASFF there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to, transferred or distributed amongst the members of WASFF. It shall be paid or transferred to a charitable organisation or incorporated nonprofit organisation having similar objectives to WASFF, as decided by the members at the general meeting at which it is decided to wind up the WASFF.

This constitution was last modified at an SGM 15 May 2005

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