CONSTITUTION OF ASSOCIATION

BLUE MOUNTAINS HISTORICAL SOCIETY INCORPORATED

CONSTITUTION OF ASSOCIATION

April 2022

1. NAME:
The name of the Association is the “BLUE MOUNTAINS HISTORICAL SOCIETY INCORPORATED” (hereinafter called the Society).

2. INTERPRETATION:
(a) In this Constitution, except insofar as the context or subject matter otherwise indicates or requires:-
(i) “Secretary” means any person appointed to perform the duties of a secretary of the Society and includes an Honorary Secretary.(ii) “Membership Secretary” means a person who manages matters associated with applications for, and renewals of, membership and the maintenance of the register of members of the Society. The person may be elected to the Committee or may function in an ex officio capacity.

(iii) “Special General Meeting” means a General Meeting of the Society other than an Annual General Meeting.
(iv) “the Act” means the Associations Incorporation Act

(2009) and any amendments thereto.

(v) “the Regulation” means the Associations Incorporation Regulation (2016) and any amendments thereto.

(b) In this Constitution:

(i) a reference to a function includes a reference to a power, authority and duty, and
(ii) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty,
(iii) the provisions of the Interpretation Act (1987), apply to and in respect of this Constitution in the same manner as these provisions would so apply if this Constitution were an instrument made under the Act,
(iv) words importing the male gender shall, where the context reasonably permits, include  female and neuter gender, and the singular number shall include the plural number.

3. OBJECTS:
The objects for which the Society is hereby established are:
(a) to take over, to continue, carry on and conduct the Society now being carried on and known as “Blue Mountains Historical Society”,

(b) to study on an educational basis the history of the Blue Mountains area and of Australia in general, and to encourage the public, and in particular the younger generation, in such studies,
(c) to acquire and preserve books, documents, manuscripts, newspapers, maps, photographs, photographic images, paintings, drawings, digital images, and all and any such objects and materials as may be considered to have a bearing on the history of the Blue Mountains and Australian history in general, and to establish and maintain a library and resource centre on the Society’s property, where these objects and materials are made available for study and research by members of the Society and to members of the public.
(d) to promote the compilation of authentic historical records,
(e) to preserve and maintain the Society’s property, “Tarella”, as a house museum, to reflect the period when the McLaughlin family was in active residence, incorporating items of McLaughlin furniture and personal items, and to make the museum available for viewing and study by members of the Society and by members of the public.
(f) to use its influence to secure the preservation of places of historical interest, such as houses, buildings, cemeteries and the like,
(g) to organise lectures, readings and discussions on Australian history in general and Blue Mountains history in particular and promote these to members of the Society and members of the public. To organise exhibitions of historical interest using items from the Society’s collections and to promote these to members of the Society and members of the public,
(h) to print, publish and circulate such journals, periodicals, books and other literary productions and undertakings as may seem conductive to any of the objects of the Society,
(i) To raise money for the purposes of the Society by membership fees, donations, gifts, subscriptions, entrance monies, social functions, sponsorships, sale of photographs and goods, and research fees,
(j) To subscribe to, become a member of and co-operate or amalgamate or affiliate with any other Association or organisation, whether incorporated or not, whose objects are similar to those of the Society,
(k) To purchase, take on lease or in exchange, hire, rent or otherwise obtain, and lay out, improve and construct any lands, buildings, easements or property, real and personal, and rights or privileges which may be requisite for the purpose of, or capable of being conveniently used in connection with, any of the objects of the Society. Provided that in case the Society shall take or hold any property which may be subject to any trusts, the Society shall only deal with the same in such manner as is allowed by law having regard to such trusts,

(l) To enter into any arrangements with any Government or authority, supreme, municipal, local or otherwise, that may seem conducive to the Society’s objects or any of them; and to obtain from any such Government or authority any rights, privileges and concessions which the Society may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions,
(m) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Society’s interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof,
(n) To invest and deal with the money of the Society not immediately required, in such manner as the Committee (as defined in section 14a) thinks fit,
(o) To borrow or raise or secure the payment of money in such manner as the Society may think fit and to secure same or the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred, or to be entered into by the Society in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Society’s property (both present and future), and to purchase redeem or pay off such securities,
(p) To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Society,
(q) To take or hold mortgages, liens and charges, to secure payment of the purchase price or any unpaid balance of the purchase price, of any part of the Society’s property of whatsoever kind sold by the Society or any money due to the Society by purchasers and others,
(r) To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Society,
(s) To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contribution to the funds of the Society, in the nature of donations, annual subscriptions or otherwise,
(t) To purchase, or otherwise acquire, and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with \ which the Society is authorised to amalgamate,

(u) To transfer all or any part of the property, assets, liabilities and engagements of the Society to any one or more of the companies, institutions, societies or associations with which the Society is authorised to amalgamate.

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MEMBERSHIP

4. MEMBERSHIP:
(a) The members shall be those persons whose names are entered on the Register of members and such other persons as may from time to time be admitted in accordance with this Constitution.
(b) A person is qualified to be a member of the Society if the person:
(i) has been nominated in accordance with the requirements of this Constitution, and

(ii) has been accepted for membership of the Society by the Committee of the Society.

(c) The membership of the Society shall, subject to payment of subscriptions provided for in this Constitution, be divided into the following categories:
(i) Individual,
(ii) Family,
(iii) Student,
(iv) Honorary Life,
(v) Corporate.

(d) The following membership qualifications shall apply:
(i) Individual Membership shall be available to a person who has attained the age of eighteen (18) years, wherein an annual subscription is payable, which accords full voting rights.

(ii) Family Membership shall be available to groups of two (2) or more members of one family, wherein an annual subscription is payable, which accords the same rights and privileges as Individual Membership to those family members eighteen (18) years of age and over, and the same rights and privileges as Student Membership to those family members who have not attained the age of eighteen (18) years. Family Membership shall entitle holders to only one set of documents, newsletters, etc., per family.

(iii) Student Membership shall be available to a person who has not attained the age of eighteen (18) years, wherein an annual subscription is payable and which accords no voting rights nor the right to be nominated for election to the Committee. Student members, upon attaining the age of eighteen (18) years, shall automatically transfer to Individual Membership. Date of birth must be inscribed on the Membership Application, and substantiated.

(iv) Honorary Life Membership may be conferred by the Society on Individual Members who have rendered services of a special nature to the Society, wherein no annual subscription is payable and which accords the same rights and privileges as Individual Membership. The number of living Honorary Life Members at any one time shall not exceed fifteen (15).

(v) Corporate Membership shall be available to organisations and groups wherein an annual subscription is payable, and which accords full voting rights limited to one representative nominated by the organisation or group. Such representative shall not be eligible for election to the Committee.

5 NOMINATION FOR MEMBERSHIP:
(a) A prospective member shall make application in writing (including by email or other electronic means if the Committee so determines) accompanied by one year’s subscription at the appropriate rate to the Society.
(b) The aforesaid application shall be signed by the nominee and witnessed by the proposer and seconder who must be current financial members of the Society.
(c) The application shall be lodged with the Membership Secretary of the Society in such form as the Committee from time to time prescribes.
(d) The Committee shall consider the application at its monthly meeting following the date of application and the applicant will be advised of the outcome in writing.

6 REGISTER OF MEMBERS:
The Society shall keep a Register of its members which shall contain the registered address of each member and any other particulars which the Committee may from time to time prescribe. The Register of members of the Society shall be kept by the Membership Secretary, and for reasons of privacy shall not be released to any other organisation or to any other person, other than Committee members, except as determined by the Executive.

7 SUBSCRIPTION AND FEES:
(a) Annual subscriptions shall be decided at a Special General Meeting called for that purpose and shall be payable on the first day of July each year.

(b) Any member who fails to pay such subscription within three (3) calendar months of having been notified of such indebtedness falling due shall have their membership terminated by the Committee.

8 LIABILITIES OF MEMBERS:
The liability of a member of the Society to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount, if any, unpaid by the member in respect of membership of the Society as required by Clause 7.

9 CESSATION OF MEMBERSHIP:
(a) A member shall cease to be a member of the Society:

(i) on tendering their resignation in writing addressed to the Membership Secretary,

(ii) on their death,
(iii) on non-payment of subscription, as outlined in 7(b),
(iv) on the passing of a Special Resolution that they cease to be a member in accordance with the procedure in Clause 11 of this Constitution.

(b) The rights and privileges of members shall not be transferable and shall cease with cessation of membership.

10 RESOLUTION OF INTERNAL DISPUTES:
(a) Disputes between members (in their capacity as members) of the Society, and disputes between members and the Society, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.
(b) If a dispute is not resolved by mediation within three months of the referral to a Community Justice Centre, the dispute is to be referred to arbitration.
(c) The Commercial Arbitration Act 2010 applies to any such dispute referred to arbitration.

11 DISCIPLINING OF MEMBERS:
(a) A complaint may be made to the Committee by any person that a member of the Society:
(i) has refused or neglected to comply with a provision or provisions of this Constitution, or
(ii) has wilfully acted in a manner prejudicial to the interests of the Society.

(b) The Committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.
(c) If the Committee decides to deal with the complaint, the Committee:
(i) must cause notice of the complaint to be served on the member concerned, and
(ii) must give the member at least 14 days from the time the notice is served within which to make submissions to the Committee in connection with the complaint, and
(iii) must take into consideration any submissions made by the member in connection with the complaint.
(d) The Committee may, by resolution, expel the member from the Society or suspend the member from membership of the Society if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances.
(e) If the Committee expels or suspends a member, the Honorary Secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the actions taken, of the reasons given by the Committee for having taken that action and of the member’s right of appeal under Clause 12.
(f) The expulsion or suspension does not take effect:

(i) until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or
(ii) if within that period the member exercises the right of appeal, unless or until the Society confirms the resolution under Clause 12, whichever is the later.

12 RIGHT OF APPEAL OF DISCIPLINED MEMBER:

(a) A member may appeal to the Society in a Special General Meeting against a resolution of the Committee which is confirmed under Clause 11(d) in seven (7) days after notice of the resolution is served on the member, by lodging with the Honorary Secretary a notice to that effect.
(b) Upon receipt of a notice from a member under clause (a), the Honorary Secretary shall notify the Committee, which shall convene a Special General Meeting of the Society to be held within twenty one (21) days after the date on which the Honorary Secretary received the notice.

(c) At a Special General Meeting of the Society, convened under clause
(b):
(i) no business other than the question of the appeal shall be transacted,

(ii) the Committee and the member shall be given the opportunity to state their respective cases orally or in writing or both,

(iii) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(d) If at the Special General Meeting the Society passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

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MANAGEMENT COMMITTEE

13 POWERS OF THE COMMITTEE:
The Management Committee (hereinafter called the Committee), subject to the Act, the Regulation and this Constitution and to any resolution passed by the Society in General Meeting:
(a) shall control and manage the affairs of the Society,
(b) may exercise all such functions as may be exercised by the Society, other than those functions that are required by this Constitution to be exercised by a General Meeting of members of the Society, and,

(c) has power to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of the Society.

14 COMPOSITION AND MEMBERSHIP OF THE COMMITTEE:
(a) Subject in the case of the first members of the Committee referred to in Section 21 of the Act, the Committee shall consist of the office-bearers and a maximum of four (4) other members of the Society, all of whom shall be elected as herein provided.
(b) The office-bearers of the Society shall be:

(i) President,
(ii) Senior Vice-President,
(iii) Vice-President
(iv) Honorary Treasurer,
(v) Honorary Secretary,

The President, Senior Vice-President, Vice-President,
Honorary Treasurer and Honorary Secretary comprise the
Executive of the Society.

(c) No member may hold more than one of these office-bearer positions simultaneously, except as an interim short time measure.
(d) Each member of the Committee shall, subject to this Constitution, hold office until the conclusion of the Annual General Meeting following the date of the member’s election, but is eligible for re-election.

(e) The President may hold office for a maximum of three consecutive terms of one year duration. The other members of the Executive and of the Committee are not restricted in the number of consecutive terms they mayserve.
(f) In the event of a casual vacancy as defined in Clause 18(a) occurring in the membership of the Committee, the Committee may appoint a member of the Society to fill the vacancy in accordance with the procedure in Clause 18(b) of this Constitution

(g) The Committee shall appoint a member as Public Officer of the Society, who shall ensure the Society’s compliance with the Associations Incorporation Act (2009) and any amendments thereto.

15 ELECTION OF MEMBERS OF THE MANAGEMENT COMMITTEE:

(a) The Management Committee shall consist of the five (5) office- bearers defined in Clause 14(b) and a maximum of four (4) other members of the Society.
(b) Nominations for the election of office-bearers and other members of the Committee shall take place in the following manner, in such form as the Committee may from time to time prescribe. Such nominations:
(i) shall be made in writing, signed by two financial members of the Society and  accompanied by the written consent of the candidate (which may be endorsed on the form of nomination), and

(ii) shall be delivered, or mailed, to the Honorary Secretary of the Society not less than seven (7) days before the date fixed for the holding of the Annual General Meeting at which the election is to take place.

(c) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the Annual General Meeting, but only in relation to those present in person at the meeting.

(d) If insufficient further nominations are received at the Annual General Meeting, any vacant positions remaining on the Committee shall be deemed to be casual vacancies.
(e) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
(f) If the number of nominations received exceeds the number of vacancies to be filled, a secret ballot shall be held, with results being determined by majority vote.
(g) The ballot for the election of office-bearers and/or other members of the Committee of the Society, shall be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct.

(h) RETURNING OFFICER – Prior to each Annual General Meeting, a Returning Officer shall be appointed by the Management Committee. The Returning Officer shall be any adult member of the Society who is neither a member of the outgoing Management Committee nor nominating for a position on the incoming Management Committee. All secret ballots for Office Bearers and Committee Membership, or polls described in clause 31(c), that are necessary at the Annual General Meeting are to be organised by the Returning Officer.

16 HONORARY SECRETARY:
It is the duty of the Honorary Secretary to keep note of :
(a) all appointments of office bearers and other members of the Committee,
(b) the names of members of the Committee present at a Committee meeting or an Annual General Meeting, and
(c) to prepare Agendas for all Committee meetings, Special General Meetings and the Annual General Meeting.
(d) to write minutes ofall proceedings at Committee meetings, Special General Meetings and the Annual General Meeting. Corrections to the minutes of proceedings at a meeting shall be made at the next meeting of that Committee and initialed by the Chairman prior to the whole document being approved by the Committee and then signed by the Chairman and witnessed by the rest of the Committee.
(e) To deal with all Correspondence and to undertake other duties as defined in Clauses 11(e), 12(a & b), 15(b ii), 18(a iv), 19(b), 20(c), 26(c & d), 27(a, b, c & e), 30(b), 35 and 40(a & c).

17 HONORARY TREASURER:
It is the duty of the Honorary Treasurer to:
(a) ensure that money due to the Society is collected and received, and that all payments authorised by the Society are made,
(b) ensure that all usual and proper accounts of all monies received and disbursed on behalf of the Society are kept, and
(c) have the care and oversight of the finances of the Society, subject to the direction of the Committee.
(d) to undertake other duties as defined in Clauses 43(b), 44(a & c), and 46.

18 CASUAL VACANCIES IN THE COMMITTEE:
(a) For the purpose of this Constitution, a casual vacancy in the office of a member of the Committee occurs if the member:
(i) dies,
(ii) ceases to be a member of the Society,
(iii) becomes insolvent and is declared bankrupt,
(iv) resigns office by notice in writing given to the Honorary Secretary,

(v) is removed from office under Clause 19,
(vi) becomes a mentally incapacitated person,
(vii) is absent from three consecutive Committee meetings without submitting an apology for absence to the Honorary Secretary, or,

(viii) is convicted of an offence involving fraud or dishonesty.

(b) Such casual vacancy shall be filled by special resolution passed by the Committee at a Special Meeting of the Committee convened for the sole purpose of co-opting such eligible person or persons to be appointed as office-bearer or member of the Committee which has been left vacant by the provisions of this Clause and such resolution will take immediate effect and the person or persons so appointed shall hold office subject to this Constitution until the conclusion of the Annual General Meeting next, following the date of the appointment.

19 REMOVAL OF COMMITTEE MEMBERS:
(a) The Society in a Special General Meeting may, by special resolution, remove any member of the Committee from office before the expiration of the member’s term of office, if the Committee member has persistently refused to comply with a provision of this Constitution, or has persistently and wilfully acted in a manner prejudicial to the interests of the Society. At the same Special General Meeting the Society may, by special resolution, appoint another person to hold office until the expiration of the term of office of the member so removed.
(b) Where a member of the Committee is to be removed by special resolution of the Society, such member may make representations in writing to the President unless that office-bearer is to be removed in which case representation should be made to the Honorary Secretary and request that the representations be presented to members of the Society. The Honorary Secretary or President may send a copy of the representations to each member of the Society or, if they are not so sent, the member is entitled to request that representations to which he/she is entitled be read out at the Special General Meeting at which the resolution is to be considered.

20 MEETINGS AND QUORUM:
(a) The Committee shall meet at least six (6) times in each period of twelve (12) months at such place and time as the Committee may determine.
(b) Additional meetings of the Committee may be convened by the President or by any member of the Committee with the President’s approval.
(c) Oral or written notice of a meeting of the Committee shall be given by the Honorary Secretary to each member of the Committee at least forty eight (48) hours (or such other period as may be unanimously agreed upon by the members of the Committee) before the time appointed for the holding of the meeting. (d) Notice of a meeting given under clause (c) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the Committee members present at the meeting unanimously agree to treat as urgent business.
(e) Any five (5) members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.
(f) No business shall be transacted by the Committee unless a quorum is present and if in half an hour of the time appointed for the meeting a quorum is not present, the meeting stands adjourned to the same place and at the same hour of the same day the following week.
(g) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
(h) At a meeting of the Committee:

(i) The President or, in the President’s absence, a Vice- President, shall preside; or,

(ii) if the President and both Vice-Presidents are absent or unwilling to act as such, one of the remaining members of the Committee as may be chosen by the members present at the meeting shall  preside.

(i) No member of the Society, including officer-bearers or Committee members shall be paid fees, remuneration or receive a benefit from the Society, other that out of pocket expenses approved by the Committee.
(j) Use of technology at Committee Meetings
(I) A committee meeting may be held at 2 or more venues using any technology approved by the committee that gives each of the committee’s members a reasonable opportunity to participate.
(II) A committee member who participates in a committee meeting using such technology is taken to have voted in person.

21 DELEGATIONS BY COMMITTEE TO SUB-COMMITTEES:
(a) The Committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the Society as the Committee thinks fit) the exercise of such of the functions of the Committee as are specified in the instrument, other than:
(i) their power of delegation, and
(ii) a function which is a duty imposed on the Committee by the Act or by any other law.

(b) 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.
(c) A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of delegation.
(d) Notwithstanding any delegation under this Clause, the Committee may continue to exercise the function delegated.

(e) 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.
(f) The Committee may, by instrument in writing, revoke wholly or in part any delegation under this Clause.

22 VOTING AND DECISIONS:

(a) Questions arising at a meeting of the Committee or of any sub- committee appointed by the Committee shall be determined by a majority of the votes of members of the Committee or sub-committee present at a meeting.

(b) Each member present at a meeting of the Committee or any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any one question, the person presiding may exercise a second or casting vote.
(c) Subject to Clause 20(e), the Committee may act notwithstanding any vacancy on the Committee.
(d) Any act or thing done or suffered, or purporting to have been done or suffered by the Committee or by any sub committee appointed by the Committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualifications of any member of the Committee or sub committee.

23 OBSERVERS AT COMMITTEE MEETINGS:

Any financial voting member of the Society shall have the right to be present at any duly convened meeting of the Committee, but shall have no right to speak on any matter unless invited to do so by the Chairman of such meeting, if such invitation is supported by a majority of the Committee members present.

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GENERAL MEETINGS
24 ANNUAL GENERAL MEETING – HOLDING OF:
(a) With the exception of the first Annual General Meeting of the Society, the Society shall, at least once in each calendar year and
within the period of six (6) months after the expiration of each financial year of the Society, convene an Annual General Meeting of its members.
(b) This clause has effect subject to any extension or permission granted by the Commissioner under Section 26(3) of the Act.

25 ANNUAL GENERAL MEETING – CALLING OF AND BUSINESS AT:
(a) The Annual General Meeting of the Society shall, subject to the Act and to Clause 24 of this Constitution, be convened on such date and at such place and time as the Committee thinks fit.
(b) In addition to any other business which may be transacted at an Annual General Meeting , the business of an Annual General
Meeting shall be:
(i) to confirm the minutes of the last preceding Annual General and of any Special General Meeting held since that meeting;
(ii) to receive from the Committee reports upon activities of the Society during the last preceding financial year ending 31 December;
(iii) to elect office-bearers and other members of the Committee; and
(iv) to receive and consider any financial statement or report which is required to be submitted to members pursuant to Section 26(6) of the Act.

(c) An Annual General Meeting shall be specified as such in the notice convening it.

26 SPECIAL GENERAL MEETINGS – CALLING OF:
(a) The Committee may, whenever it thinks fit, convene a Special General Meeting of the Society.
(b) The Committee shall, on the requisition in writing of not less than ten (10) financial voting members, convene a Special General Meeting of the Society.
(c) A requisition of members for a Special General Meeting:-
(i) shall state the purposes of the meeting,
(ii) shall be signed by the members making the requisition,

(i) shall be lodged with the Honorary Secretary, and

(ii) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

(d) If the Committee fails to convene a Special General Meeting to be held within one (1) month after the date on which a requisition of members for the meeting is lodged with the Honorary Secretary, any one or more of the members who made the requisition may convene a Special General Meeting to be held not later than three (3) months after that date.

(e) A Special General Meeting convened by a member or members, as referred to in Clause (d), shall be convened as nearly as is practicable in the same manner as meetings are convened by the Committee and any member who thereby incurs expense is entitled to be reimbursed by the Society for any expense so incurred.

27 NOTICE OF MEETINGS:
(a) The Honorary Secretary shall, at least twenty-one (21) days prior to the date fixed for the holding of the Annual General Meeting, cause to be sent to each member a notice specifying the place, date and time of the meeting, the nature of the business proposed to be transacted, and calling for nominations for the positions of office-bearers and other members of the Committee.

(b) Except where the nature of the business proposed to be dealt with at a Special General Meeting requires a special resolution of the Society, the Honorary Secretary shall, at least fourteen (14) days before the date fixed for the holding of the Special General Meeting, cause a notice to be given to each member, specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the Meeting.
(c) Where the nature of the business proposed to be dealt with at a Special General Meeting requires a special resolution of the Society, the Honorary Secretary shall, at least twenty-one (21) days prior to the date fixed for the holding of the Special General Meeting, cause notice to be sent to each member specifying, in addition to the matter required in Clause (b), the intention to propose the resolution as a special resolution.
(d) No business other than that specified in the notice convening a Special General Meeting shall be transacted at the Meeting except, in the case of an Annual General Meeting, business which may be transacted pursuant to Clause 25.
(e) A member desiring to bring any business before a Special General Meeting may give notice in writing of that business to the Honorary Secretary, who shall include that business in the next notice calling a Special General Meeting given after receipt of the notice from the member.

28 PROCEDURE:
(a) No item of business shall be transacted at a General Meeting unless a quorum of members entitled under this Constitution to vote, is present during the time the Meeting is considering that item.
(b) Fifteen (15) members present in person (being members entitled under this Constitution to vote at a General Meeting) constitute a quorum for the transaction of the business of a General Meeting.
(c) If in half an hour after the appointed time for the commencement of a General Meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, and in any other case shall stand adjourned to the same day in the
following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the Meeting is adjourned) at the same place.
(d) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than seven (7) shall constitute a quorum.
(e) Use of technology at general meetings
(I) A general meeting may be held at 2 or more venues using technology approved by the committee that gives each of the Society’s members a reasonable opportunity to participate.
(II) A member of the Society who participates in a general meeting using such technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

29 PRESIDING MEMBER:
(a) The President or, in the President’s absence, a Vice President, shall preside as Chairman at each General Meeting of the Society.
(b) If the President and both Vice-Presidents are absent from a General Meeting or unwilling to act, then all members present shall elect one of their number to preside as Chairman at the Meeting.

30 ADJOURNMENT OF MEETINGS:
(a) The Chairman of a General Meeting at which a quorum is present may, with the consent of the majority of members present at the Meeting, adjourn the Meeting from time to time and place to place, but no business shall be transacted at an adjourned Meeting other than the business left unfinished at the Meeting at which the adjournment took place.
(b) Where a General Meeting is adjourned for fourteen (14) days or more, the Honorary Secretary shall give written or oral notice of the adjourned Meeting to each member of the Society, stating the place, date and times of the Meeting and the nature of the business to be transacted at the Meeting.(c) Except as provided in clauses (a) and (b), notice of an adjournment of a General Meeting or of the business to be transacted at an adjourned Meeting is not required to be given.

31 DECISIONS OF THE SOCIETY:
(a) A question arising at a General Meeting of the Society shall be determined on a show of hands and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairman that an ordinary resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect is in the Minute Book of the Society, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
(b) At a General Meeting of the Society, a poll may be demanded by the Chairman or by not less than three members present at the Meeting.
(c) Where a poll is demanded at a Special General Meeting, the poll shall be taken:
(i) immediately in the case of a poll which relates to the
election of the Chairman of the Meeting or the question of an adjournment.
(ii) in any other case, in such manner and at such time before the close of the Meeting as the Chairman directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.

32 SPECIAL RESOLUTION:
A special resolution is a resolution to be passed by a majority which comprises not less than three quarters of such members of the Society as, being entitled under this Constitution to do so, vote in person at a Special General Meeting of which not less than twenty-one days notice, specifying the intention to propose the resolution as a special resolution, was given in accordance with this Constitution.

33 VOTING:
(a) Upon any question arising at a Special General Meeting of the Society, a member has one vote only.
(b) All votes shall be given personally.
(c) In the case of an equality of votes on a question at a Special General Meeting, the Chairman of the meeting is entitled to exercise a second or casting vote.
(d) A member is not entitled to vote at any Special General Meeting of the Society unless all money due and payable by the member to the Society has been paid, other than amounts of the annual subscription payable in respect of the then current year.
(e) Proxy voting is not permitted at any meeting of the Society.

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GENERAL POLICIES

34 AFFILIATIONS:

The Society shall maintain and continue to affiliate itself with the Royal Australian Historical Society and the National Trust of Australia (New South Wales).

35 COMMON SEAL:
The Common Seal of the Society shall be kept in the custody of the Honorary Secretary and shall not be affixed to any document except by ordinary resolution of the Committee and in the presence of two or more members of the Executive who shall attest the fixing thereof.

36 NOTICES:
(a) For the purpose of this Constitution, a notice may be served on, or given to a person:

(i) by delivering it to the person personally, or
(ii) by sending it by pre-paid post to the address of the person, or
(iii) by sending it by email or some other form of electronic transmission, to an address specified by the person for giving or serving the notice.
(b) For the purpose of this Constitution a notice is taken, unless the contrary is proved, to have been given or served:

(i) in the case of a notice given or served personally, on the date it was received by the addressee, and
(ii) in the case of a notice sent by pre-paid post, on the date it would have been delivered in the ordinary course of post, and
(iii) in the case of a notice sent by email or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

37 INDEMNITY:
(a) Every Committee member and employee of the Society shall be indemnified by the Society subject to this Clause, and it shall be the duty of the Committee out of the funds of the Society to pay all costs, losses and expenses which a Committee member or employee may incur or become liable for by reason of any contract entered into, or any act or deed done by them as a Committee member or employee in the discharge of their duties, and the amount of the indemnity shall immediately attach as a lien on the property of the Society and have priority as between the members over all other claims, provided that the contract, act, or deed shall have been done by them as a Committee Member or employee in the lawful discharge of their duties and in good faith.
(b) Every person or office employed by the Society as auditor shall be indemnified out of the funds of the Society against all liability incurred by them as auditor in defending proceedings, whether civil or criminal, in which judgement is given in their favour or in which they are acquitted, in which relief is granted to them by court order.

38 WINDING UP:

If upon the winding up or dissolution of the Society there remains after the satisfaction of all debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Society, but shall be given or transferred to an association which shall be nominated at the first general meeting of the Society by special resolution, which shall nominate a charity registered under the Charitable Collections Act (1934), or a charity exempt pursuant to Section 53(2) of the Act and in the event of the winding up or cancellation of the Incorporation of the Society, the charity so nominated shall be one which conforms to the requirements specified in Section 53a(2)(a) of the Act.

39 INSURANCE:

The Society shall:
(a) adequately cover, effect and maintain insurance pursuant to the Act.
(b) maintain any such other insurance that the Committee may deem it fit and proper for the protection and maintenance of the assets of the Society and its members.

40 BOOKS AND RECORDS:
(a) Except for the Register of Members (see clause 6), the books, records, documents, securities and papers may be inspected by any member upon giving fourteen (14) days notice to the Honorary Secretary and calling at the address and at the time nominated by the Honorary Secretary.
(b) The Statement of objects and this Constitution may be altered, rescinded or added to only by way of a special resolution of the Society.
(c) Except as provided otherwise by this Constitution, the books, securities, records and papers of the Society shall be kept in the custody of the Society, except such books and records which are required by law or any other reason to be kept elsewhere, when the Honorary Secretary shall keep a record of such location.

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FINANCES
41 THE SOCIETY IS A NON-PROFIT ORGANISATION.
Subject to the Act and the Regulations, the Society must apply its funds and assets solely in pursuance of the Objects of the Society, and must not conduct its affairs so as to provide a pecuniary gain to any of its members.

42 FUNDS SOURCE:
(a) The funds of the Society shall be derived from entrance fees and annual subscriptions of members, donations, etc. as defined in clause 3(h) and subject to any resolution passed by the Society in Special General Meeting, such other sources as the Committee determines.
(b) All money received by the Society shall be deposited at the earliest possible date without deduction to the credit of the Society’s Bank or other approved deposit-taking institution account.
(c) The Society, after receiving money, shall issue the appropriate receipt.

43 GIFT FUND:

(a) The Society shall establish a gift fund, termed the Blue Mountains Historical Society Incorporated Gift Fund, for the express purpose of receiving gifts of money and property, and a separate banking account, apart from the bank accounts used for the Society’s operating funds, shall be opened for the receipt of gifts of money.
(b) A register shall be established to record the receipt of property and is to be maintained by the Honorary Treasurer.

44 FUNDS MANAGEMENT:
(a) Subject to any resolution passed by the Society in a Special General Meeting, the funds of the Society shall be used in pursuance of the objects of the Society, or in such manner as the Committee determines, and be maintained by the Honorary Treasurer.
(b) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two authorised signatories.
(c) The Honorary Treasurer shall account for all monies received and expended for various purposes, so that they appear in the Cash Book in separate funds. A statement shall be submitted at each Committee meeting outlining the financial position of the Society, and an annual statement shall be furnished to the Auditors for appraisal as deemed by Clause 46.

45 WINDING UP OF GIFT FUND
If the gift fund is wound up, or if the endorsement (if any) of the Society as a deductible gift recipient is revoked, any surplus assets of the gift fund remaining after the payment of liabilities attributable to it, shall be transferred to a fund, authority or institution to which income tax deductible gifts can be made.

46 AUTHORISATION OF ACCOUNTS:
All accounts shall be presented by the Honorary Treasurer to, and passed for payment by, the Committee. All details of such approvals shall be entered in the minute book and submitted to the next Committee meeting for endorsement. Urgent payments may be authorised by the President and presented for endorsement at the next Committee meeting.

47 AUDIT:
The auditor or auditors shall be elected at the Annual General Meeting. They shall examine accounts, vouchers, receipts, books, etc., and furnish a report thereon to the members at the Annual General Meeting.

48 ABSOLVING OF LIABILITY:
Every member who participates in excursions or activities of any kind, conducted from time to time by the Society, absolves the Society and its officers and servants and members from all liabilities arising therefrom in relation thereto.
49 AGREEMENT:
The members shall be taken to have assented to and have agreed to be bound by this Constitution.

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