Constitution

Name

The name of the Association is Lochiel Park Community Garden Incorporated (referred to herein as the “Association”.)

Definitions

A word or expression that is not defined in this constitution, but is defined in the South Australian Associations Incorporation Act 1985 has, if the context permits, the meaning given by the Act.

‘committee’ means the committee of management of the Association

‘general meeting’ means a general meeting of members of the Association convened in accordance with these rules

‘member’ means any adult member of a member-household of the Association

‘adult’ means a person over 18 years of age

‘the Act’ means the Associations Incorporation Act 1985 ‘Association’ means Lochiel Park Community Garden Incorporated

‘financial year’ means the year commencing on 1 April

‘special general meeting’ means a general meeting of the Association other than the annual general meeting ‘special resolution’ means a special resolution defined in the Act

‘month’ means a calendar month

‘quorum’ means the number of persons attending a meeting required to make the proceedings of the meeting valid

Aims of the Association

The Association shall be empowered to do all things necessary which are incidental to and necessary for the attainment of the aims of the Association.

The primary aim of the Association is to establish and maintain a community garden at or near Lochiel Park to enable members to grow fruit, vegetables, herbs, and other foods in a sustainable way and according to Permaculture principles.

Other aims include:

  • to develop and run community education programs that will engage the local community, including school children, people with special needs and elderly people, in hands-on learning opportunities on subjects such as Permaculture, growing food locally and sustainably, energy efficiency, water saving, composting, nutrition, and cooking and preserving;
  • to provide a safe and enjoyable place for children to learn about sustainable market gardening;
  • to work cooperatively with other community groups so that the community garden becomes the focal point of a vibrant and exciting community hub revolving around the idea of sustainability;
  • to create opportunities for local artists and artisans to create, display and sell their work and for ‘green’ businesses to advertise;
  • to market surplus produce to the local community for the purpose of raising funds for the ongoing management and maintenance of the community garden and for community-building purposes;
  • to donate a percentage of each member’s produce to local charities;
  • to attract local, interstate and overseas visitors to help promote community gardening concepts and benefits in the wider community.

Objectives of the Association

  • to encourage all members to participate in the design, establishment, and management of the community garden;
  • to develop democratic and inclusive decision-making processes that promote a positive sense of ownership of the community garden amongst members;
  • to encourage all members to participate in the educational program, either as participants, organizers or leaders of workshops;
  • to encourage all members who hold individual plots to make optimal use of them;
  • to encourage all members to use environmentally friendly weed and pest control and other sustainable management techniques in the community garden;
  • to encourage all members to share information, resources, and expertise relating to community gardening;
  • to encourage all members to work cooperatively together;
  • to develop conflict resolution practices that will enable members to live and work in harmony despite differences in opinions and practices.

Powers of the Association

In accordance with the powers contained in section 25 of the Act, the powers of the Association are:

  1. to acquire, hold, deal with, and dispose of any real or personal property.
  2. to open and operate bank accounts;
  3. to invest its money –
    1. in any security in which trust money may be invested; or
    2. in any other manner authorized by the current Garden Management Rules;
  4. to appoint agents and employees to transact any business of the Association on its behalf for reward or otherwise;
  5. to build, construct, erect, maintain, alter and repair any premises building or other structure of any kind and to furnish, equip and improve the same for use by the Association;
  6. to accept donations and gifts in accordance with the aims and objectives of the Association;
  7. to print and publish any information by any media including newsletters, newspapers, articles or leaflets for the promotion of the Association;
  8. to provide gifts and prizes in accordance with the aims and objectives of the Association;
  9. to organize social events for members and for the promotion of the Association;
  10. to enter into any other contract the Association considers necessary or desirable;
  11. to apply all property and income of the Association towards the promotion of the aims and objectives of the Association. No part of that property or income is to be paid or otherwise distributed, directly or indirectly, to members of the Association, except in good faith in the promotion of those aims and objectives.

Membership

General Conditions of Membership

  1. Membership shall normally be open to households who are resident in the City of Campbelltown. At the discretion of the committee, households from neighboring suburbs or recognized clubs or groups may be permitted to become members where the prospective members can demonstrate past experience in relevant fields such as horticulture, permaculture, community development or other expertise considered relevant by the committee.
  2. Application for membership shall be made in writing on the Membership Application Form prescribed from time to time by the committee, and be signed by an adult member of the applying household. Upon acceptance of the application by the committee, and upon payment of the annual membership fee. all adult members of the applying household may become members of the Association and use the garden.
  3. All members shall agree to and be bound by
    • the Constitution of the Association
    • the Garden Management Rules
    • the Users’ Agreement
    • the Dispute Resolution Procedures
  4. All member-households shall be liable for one annual membership fee as may be determined from time to time by the Association.
  5. Each member/household shall normally be entitled to one garden plot, if and
    when a plot becomes available.
  6. If surplus plots become available, the committee may, at its discretion, grant more than one plot to a member-household.
  7. Member-households need not become plot holders. However, all plot holder member-households shall be liable to pay, in addition to the annual membership fee, seasonal plot fees, as determined from time to time by the Association.
  8. Membership of the Association does not confer on a member, except as may be Version 11.01.10 Page 6 of 16 provided by the Constitution and the Garden Management Rules, any right, title or interest in any real or personal property of the Association.
  9. Except as may be provided by the Constitution and the Garden Management Rules, a member of the Association is not liable to contribute towards the payment of the debts and liabilities of the Association or the costs, charges, and expenses of winding up the Association.

Annual Membership Fees

  1. Each member/household will pay an annual membership fee as set out in the current Users’ Agreement of the Association.
  2. The annual membership fee shall be such sum (if any) as the members shall determine from time to time in the general meeting.
  3. Annual membership fees shall be payable on 1 April each year, or at a time that the committee determines.
  4. If a membership commences on or after 1 October, then the membership fee for that year shall be half the total of the annual membership fee.
  5. Any member-household whose annual membership fee is outstanding for more than one month after 1 April shall cease to be a member of the Association, provided always that the committee may reinstate such a household’s membership on such terms as it thinks fit

Seasonal Plot Fees

  1. Any member-household that desires to take up a plot shall pay a seasonal plot fee in accordance with the current Users’ Agreement of the Association.
  2. Plot fees shall be payable by 1 April and by 1 October each year, or at a time that the committee determines.
  3. If plot fees are not paid within 2 weeks of the due date, the plot will be forfeited after 2 weeks’ notice of such forfeiture in writing or by email has been given.
  4. If the plot fees are subsequently paid before the expiration of the 2 weeks’ notice, then the plot will not, after all, be forfeited.
  5. Plot fees for the coming season (1 April to 30 September or 1 October to 31 March) must be paid before the member may commence work on the plot.

Resignations

A member-household may resign from membership of the Association by giving written notice to the secretary of the Association. Any resigning member-household shall be liable for any outstanding annual membership fees or seasonal plot fees, which may be recovered as a debt due to the Association.

Misconduct of Members and Disputes Between Members

Where the attention of the committee is drawn to the alleged misconduct of a member, or too disruptive disputes between members, the committee shall follow the procedures laid down in Appendix 1 of the Garden Management Rules: Conflict Resolution. If, after following these procedures, no resolution is found, the committee may resolve to expel a member and cancel that member’s household membership if they find the behavior of the member is detrimental to the aims and objectives of the Association. In this case, the decision of the committee will be final.

Register of members

A register of members must be kept and contain:

  1. the name, email address and physical address of each member;
  2. the names of children within the member-household;
  3. the date on which each member/household was admitted to the Association;
  4. any special skills or abilities relevant to the Association that the household members might possess (as set out on the Membership Application Form);
  5. if applicable, the date of and reason(s) for termination of membership.

The Committee

Powers and Duties

  1. The affairs of the Association shall be managed and controlled by a committee which, in addition to any powers and authorities conferred by this Constitution, may exercise all such powers and do all such things as are within the aims and objectives of the Association, and are not by the Act or by this Constitution required to be done by the Association in general meeting.
  2. The affairs of the Association shall be managed and controlled by a committee which, in addition to any powers and authorities conferred by this Constitution, may exercise all such powers and do all such things as are within the aims and objectives of the Association, and are not by the Act or by this Constitution required to be done by the Association in general meeting.
  3. The committee shall have authority to interpret the meaning of this Constitution, the Garden Management Rules, the Users’ Agreement, the Conflict Resolution Procedures and any other matter relating to the affairs of the Association on which these documents are silent.
  4. The committee shall appoint a public officer as required by the Act.
  5. The committee shall maintain the currency of all documents relating to the administration of the Association.
  6. The committee shall allocate garden plots to member-households according to garden management policies as determined from time to time by members in general meeting.
  7. The committee shall determine and evaluate strategic directions for the development and maintenance of the Association.

Policies and Procedures

The committee may, at its option, develop and implement policies and procedures to assist in the effectiveness and smooth running of the Association, such policies and procedures being supportive of and in addition to this Constitution. The policies and procedures may include, amongst other things, job descriptions for office bearers and ordinary members of th

e committee and others, instructions to subcommittees, further details of membership categories, and any other items where it is considered that the inclusion of such items in the policies and procedures may assist in the effectiveness and smooth running of the Association and where they comply with the requirements of this Constitution.

Privacy

  1. Personal information provided by members will be used internally by the Association as required and will not be provided in part or in whole to any organization, body, company or person outside the Association under any circumstances.
  2. Members are able to request limitations on that use, which will be recorded.
  3. The Association will make this policy available to members who handle data so that they can take responsible steps to ensure accuracy and security of data.
  4. Upon request, a member will be informed of the scope of data held and be given access to his or her own data.

Appointment

  1. Subject, in the case of the first members of the committee, to the Act, the committee shall consist of:
    1. the office-bearers of the Association
    2. at the discretion of the committee, up to 6 ordinary members, each of whom is to be elected at the annual general meeting of the Association under clause 7.4.5.
  2. The office-bearers of the Association are to be:
    1. The president, the treasurer and the secretary, each of which office shall be filled by a separate natural person, except that the offices of the treasurer and the secretary may be combined into one office at the discretion of the committee from time to time and in such instance the office shall be filled by one natural person.
    2. The secretary shall be appointed public officer for the Association as required by the Act.
  3. Each member of the committee is, subject to this Constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s election, and is eligible for re-election.
  4. In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the Association to fill the vacancy and the member so appointed is to hold office, subject to this Constitution, until the conclusion of the annual general meeting next following the date of the appointment, and is eligible for re-election.
  5. Election of committee members
    1. Nominations of candidates for election as office-bearers of the Association or as ordinary members of the committee:
      1. must be made in writing, signed by 2 members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination)
      2. must be delivered to the secretary of the Association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
    2. If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
    3. If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
    4. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
    5. If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
    6. the ballot for the election of office-bearers and ordinary members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
  6. President – It is the duty of the president to ensure that all meetings and proceedings of the Association are conducted in accordance with this Constitution, In addition, the President will:
    1. in conjunction with the committee, lead the development of the Association
    2. take a leading role in the promotion and representation of the Association or delegate this task as appropriate
    3. in accordance with this Constitution, and in consultation with the committee, assign tasks to committee members
    4. provide an annual report to the annual general meeting
    5. take on or delegate any other roles as may from time to time be required for the efficient functioning of the Association
  7. Secretary
    1. the secretary of the Association must, as soon as practicable after being appointed as secretary, lodge notice with the Association of his or her mail and email addresses
    2. it is the duty of the secretary to keep minutes of:
      1. all appointments of office-bearers and members of the committee
      2. the names of members of the committee present at a committee meeting or a general meeting
      3. all proceedings at committee meetings and general meetings
    3. Minutes of proceedings at a meeting must be confirmed at the next succeeding meeting by the members of the Association or the members of the committee (as relevant) who were present at the meeting. Refer to 10.c for details of confirmation.
  8. Treasurer – It is the duty of the treasurer of the Association to ensure:
    1. that all money due to the Association is collected and received and that all payments authorised by the Association are made
    2. that correct financial records and accounts are kept showing the financial affairs of the Association, including full details of all receipts and expenditure connected with the activities of the Association
  9. Casual vacancies – For the purposes of this Constitution, a casual vacancy in the office of a member of the committee occurs if the member:
    1. dies, or
    2. ceases to be a member of the Association,
    3. becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth,
    4. resigns office by notice in writing given to the secretary,
    5. is removed from office under clause 7.6
    6. becomes a mentally incapacitated person
    7. is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.
  10. Delegation by committee to subcommittee
    1. The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the Association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:
      1. this power of delegation, and
      2. a function which is a duty imposed on the committee by the Act or by any other law.
    2. A function the exercise of which has been delegated to a sub-committee under this clause may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
    3. A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
    4. Despite any delegation under this clause, the committee may continue to exercise any function delegated.
    5. Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the committee.
    6. The committee may, by instrument in writing, revoke wholly or in part any delegation under this clause.
    7. A sub-committee may meet and adjourn as it thinks proper.

Proceedings of Committee

  1. The committee must meet at least 4 times in each period of 12 months at such place and time as the committee may determine.
  2. Additional meetings of the committee may be convened by the president or by any member of the committee.
  3. Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
  4. Questions arising at any meeting of the 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.
  5. Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
  6. A member of the 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 committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the Version 11.01.10 Page 11 of 16 committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the Association.

Disqualification of Committee Members

The Association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

Seal

  1. Upon incorporation the Association shall have a common seal upon which its corporate name shall appear in legible characters.
  2. The seal shall be used in accordance with section 26(1)(a) of the Act – contracts made under common seal.
  3. 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 president and the secretary.

General Meetings

Annual General Meetings

  1. The annual general meeting of the Association must be held within four months of the end of the Association’s financial year.
  2. The Secretary shall give at least fourteen (14) days notice of the date of the annual general meeting, to members.
  3. All financial member-households may attend the annual general meeting.
  4. The quorum at the annual general meeting shall be a minimum of 6 memberhouseholds. If, at the end of 30 minutes after the time appointed in the notice for the opening of the meeting, there be no quorum the meeting shall stand and adjourn for one week. If at such meeting there is no quorum those members present shall be competent to discharge the business of the meeting.
  5. The order of the business at the meeting shall be:
    1. the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting
    2. the consideration of the accounts and reports of the committee and the auditor’s report (if auditor’s report is required)
    3. the election of committee members
    4. the appointment of auditors (see 11.4)
    5. any other business requiring consideration by the Association in general meeting.
  6. Voting powers at the annual general meeting and general meetings:
    1. The President shall be entitled to a deliberate vote and, in the event of a tied vote, the President shall exercise a casting vote.
    2. Each financial member-household present shall have one (1) vote.
    3. Voting powers at committee meetings
      1. The President shall be entitled to a deliberate vote, and, in the event of a tied vote, the President shall exercise a casting vote.
      2. Each individual committee member present shall have one (1) vote.

Special General Meetings

  1. Special general meetings may be called by the committee or at the request of the President and Secretary or on the written request of 2 member-households of the Association.
  2. Every request must state the purpose of the meeting.
  3. The committee shall, within one month of the receipt of the request, convene a special general meeting for the purpose specified in the request.

Notice of General Meetings

  1. Subject to 9.3b, at least 14 days notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
  2. 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.
  3. A notice may be given by the Association to any member by serving the member with the notice personally, or by sending it by email or post to the address appearing in the register of members (see 6.6).
  4. Where a notice is sent by post:
    1. the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice, and
    2. 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 post.
  5. Where a notice is sent by email:
    1. the service is effected by properly addressing and sending the email, and
    2. unless the contrary is proved, service will be taken to have been effected by the recipient acknowledging receipt of the email through the email auto verification process.

Proceedings at General Meetings

  1. The quorum at the general meeting shall be a minimum of 6 member-households.
  2. 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 members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.
  3. Subject to 9.4.d, the president shall preside as chairperson at a general meeting of the Association.
  4. If the president 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 committee member or one of their own number to be the chairperson of that meeting.

Voting at General Meetings

  1. Every member-household of the Association has only one vote at a meeting of the Association.
  2. A question for decision at a general meeting must be determined by a majority of member-households by a show of hands, or by proxy as per 9.7.
  3. Voting to determine committee positions at annual general meetings may be by secret ballot.

Special and Ordinary Resolutions

  1. A special resolution is deemed to have been passed at a duly convened meeting of the members of the Association if:
    1. at least 21 days written notice specifying the intention to propose the resolution as a special resolution has been given to all memberhouseholds of the Association; and
    2. it is passed at a meeting referred to in this paragraph by a majority of not less than two-thirds of such member-households of the Association as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at that meeting;
  2. An ordinary resolution is a resolution passed by a simple majority of memberhouseholds at a general meeting.

Proxies

A member-household 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 appointment of a proxy is effected by completion of the form at Appendix 1.

Alterations to the Constitution

  1. No alteration, repeal or addition shall be made to the Constitution except at the annual general meeting, or general meeting called for that purpose, and notice of all motions to alter, repeal or add to the Constitution shall be given to members fourteen (14) days prior to the annual general meeting, or seven (7) days prior to a general meeting called for such purpose.
  2. The secretary shall forward such notices of motion to each committee member at least fourteen (14) days prior to the annual general meeting or seven (7) days prior to a general meeting.
  3. Any alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs Commission, as required by the Act.
  4. The registered Constitution shall bind the Association and every member to the same extent as if they have respectively signed and sealed it, and agreed to be bound by all of the provisions thereof.
  5. Subject to any provision in the Constitution or a resolution to the contrary, an alteration to the Constitution comes into force at the time that the alteration is passed. This does not apply to an alteration to the name of the Association which does not come into force until registered by the Office of Consumer and Business Affairs, Corporate Affairs Commission.

Minutes

  1. Proper minutes of all proceedings of general meetings of the Association and of meetings of the committee, shall be entered within one month after the relevant Version 11.01.10 Page 14 of 16 meeting in a computer sub-folder on the Lochiel Park community portal website kept for the purpose.
  2. The minutes kept pursuant to this rule must be confirmed at the next succeeding meeting by the members of the Association or the members of the committee (as relevant) who were present at that meeting.
  3. Confirmation shall be taken to be a note to that effect in the minutes of the subsequent meeting. The confirmation shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting took place, and that all appointments made at the meeting are valid.

Finance

Financial Year

The first financial year of the Association shall be the period ending on the next 31 March following incorporation, and thereafter a period of 12 months commencing on 1 April and ending on 31 March of each year.

Accounts to be Kept

  1. All funds of the Association shall be deposited into the Association’s accounts at such bank or recognised financial institution as the committee may determine.
  2. All accounts due by the Association shall be paid by cheque or electronic transfer after having been passed for payment at a committee meeting. When immediate payment is necessary, account/s shall be paid and the action endorsed at the next committee meeting.
  3. The treasurer shall not spend without the consent of the committee more than an amount of petty cash agreed on by the committee from time to time, and shall keep a record of such expenditure in a Petty Cash Book or computer sub-folder.
  4. A statement showing the financial position of the Association shall be tabled at each committee meeting by the Treasurer.
  5. A statement of Income and Expenditure, Assets and Liabilities shall be submitted to the annual general meeting. The auditor’s report shall be attached to such financial report.
  6. The financial year of the Association shall commence on 1 April each year. The accounts, books and all financial records of the Association shall be audited each financial year.
  7. The signatories to the Association’s account/s will be any two of the following;
    1. President
    2. Secretary
    3. Treasurer
    4. Any other committee member
    5. No two signatories should be members of the same household.
  8. All property and income of the Association will apply solely to the promotion of the aims and objectives of the Association and no part of that property or income shall be paid or otherwise distributed, directly, or indirectly, to members, except in good faith in the promotion of these aims and objectives.

Accounts and Reports to be Laid Before Members

The accounts, together with the auditor’s report on the accounts, and the reports of the office holders, shall be laid before members at the annual general meeting.

Appointment of Auditor

  1. The annual general meeting shall elect or appoint an Auditor or Auditors.
  2. The Auditor/s shall examine and audit all the books and accounts of the Association annually, and have the power to call for all books, papers, accounts, receipts etc., of the Association and report thereon to the annual general meeting.

Prohibition against securing profits for members

In accordance with section 55 of the Act, the income and capital of the Association shall be applied exclusively to the promotion of its aims and objectives and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Association.

Dissolution

The Association may be wound up in the manner provided in section 41 of the Act – Winding up of Incorporated Associations.

Application of surplus assets

  1. If after the winding up of the Association there remain ‘surplus assets’ as defined in the Act, such surplus assets shall be distributed to any organisation which has similar aims and objectives and has rules which prohibit the distribution of its assets and income to its members. The Association may determine to distribute surplus assets to nominated charities.
  2. Such organisation or organisations shall be identified and determined by a resolution of members in general meeting.
  3. Section 43 of the Act prohibits the distribution of surplus assets at the completion of a winding up to members or former members, or associates of those persons.