Constitution

Name

The name of the organisation shall be The Rural Press Club (Queensland) Inc (Club).
 

Objects

1. To promote the economically and environmentally sustainable development of all primary and resource-based industries of Australia and its territories.

2. To improve the knowledge and understanding of primary industry problems by members and the public at large.

3. To spread knowledge of new farm developments, ideas and policies to the Australian community.

4. To assist government and semi-government bodies, educational and scientific institutions, and any organisations or persons whatsoever for the purpose of advancing the interests of rural industry.

5. To promote establishment of similar groups in each state of the Commonwealth and its territories and maintain close liaison with established groups.

6. To establish contact with similar organisations in other countries for the exchange of ideas and visits.

7. To provide a regular media forum at which selected speakers may address members.

8. To promote contacts between members and provide the exchange of ideas and the dissemination of information on matters of professional interest through a regular newsletter.

9. To seek or receive donations and legacies, whether subject to special trusts or not, to apply to these objects.

10. To promote the objects of the Club in any manner the management committee considers appropriate, and to do things incidental or conducive to the attainment of these objects.
 

Powers

1. The Club has the powers of an individual.

2. The Club may, for example:

a. enter into contracts;

b. acquire, hold, deal with and dispose of property;

c. make charges for services and facilities it supplies; and

d. do other things necessary or convenient to be done in carrying out its affairs.

3. The Club may also issue secured and unsecured notes, debentures and debenture stock for the Club.
 

Membership

1. Every person who at the date of incorporation of the Club was a member of the unincorporated association shall be admitted to the same class of membership without further subscription payment until the next due date for subscription.

2. An applicant for membership of the Club must be proposed by one member of the association and seconded by another member.

3. An application for membership must be in writing or submitted electronically via the application page on the Rural Press Club website, signed by the applicant and proposer and seconder, and in the form decided by the Executive Committee.

4. The membership fee for each class of membership is the amount and is payable when, and in the way determined by the Executive Committee from time to time.

5. The Executive Committee must consider an application for membership at the next Executive Committee meeting held after it receives the application and appropriate fee.

6. The Executive Committee must decide whether to accept or reject the application for membership.

7. If a majority of Executive Committee members present vote to accept the applicant as a member, the applicant must be accepted as a member for the class applied for.

8. Before considering an application, the applicant must be advised whether the Club has public liability insurance and, if so, the amount of insurance.

9. The Secretary or designated Membership Officer shall give the applicant written notice by email of acceptance or rejection as soon as possible after the Executive Committee’s decision.

10. A member who has paid the annual subscription before becoming a member is not liable for a further annual subscription for the period before the next annual subscription date fixed by the Executive Committee.

11. Only members registered and paid for the current financial year 30 days prior to notification of an Annual General Meeting may vote at that meeting.

12. The membership of the Club is at all times at the discretion of the Executive Committee and shall consist of ordinary members, corporate members, student members, life members, Hall of Fame members, honorary members including patrons, and country members.

13. The number of members in each class shall be unlimited.
 

Classes of Membership

• Ordinary members: communicators who regularly prepare material for a rural audience, and others who subscribe to the Club’s objects and are approved by the Executive Committee. Ordinary members have one vote, may stand for office, and receive regular email communications. Ordinary members residing more than 100 kilometres from the principal office are registered as country members until otherwise notified.
• Corporate members: selected organisations invited by the Executive Committee at subscription rates determined at the Annual General Meeting. A corporate member has one vote and one representative eligible for office. Officers of the corporate member may attend meetings at ordinary member pricing, and corporate members may have their logo or trademark printed on Club stationery or published on the Club’s website.
• Student members: full-time students at approved tertiary institutions may join at a special subscription determined at the Annual General Meeting. Student members have no voting rights and must become ordinary members to obtain voting rights after completing their degree or diploma.
• Life members: persons who have given substantial service to rural industry in Australia or in promoting the Club’s objects may be granted life membership. Life members have the privileges of ordinary members, including one vote, without paying membership fees.
• Rural Journalism Australian Stockman’s Hall of Fame and Outback Heritage Centre members: persons who have given substantial service to rural journalism in Australia or in promoting the Club’s objects may be granted Hall of Fame membership. Hall of Fame members have the privileges of ordinary members, including one vote, without paying membership fees.
• Honorary members and patrons: at the discretion of the Executive Committee for a determined period, persons of distinction may be made honorary members or patrons without payment of subscription fees. These members do not have voting rights but may receive newsletters or meeting notices as deemed desirable or necessary to further the Club’s objects
   

Membership Rejection, Termination and Appeals

1. All members and the Executive Committee must in good faith try to resolve between themselves any dispute arising out of the rejection or termination of membership in accordance with the dispute resolution procedures.

2. A member may resign at any time by giving notice in writing to the Secretary.

3. The Executive Committee may terminate membership if a member fails to pay annual fees within two months following notice, fails to comply with the Constitution, conducts themselves in a manner considered injurious or prejudicial to the Club, or is convicted of an indictable offence.

4. Before termination, the member must be given a full and fair opportunity to show why their membership should not be terminated.

5. A person or organisation whose membership application has been rejected or whose membership has been terminated may lodge written notice of intention to appeal within one month of receiving written notification.

6. Within one month of receiving the notice of appeal, the Secretary must call a special general meeting to decide the appeal, to be held within three months of receipt of the notice.

7. At the special general meeting, the applicant and Executive Committee must each be given an opportunity to present their case. The appeal is determined by a simple majority vote of members present and eligible to vote.

8. If an application is rejected and there is no appeal, or the appeal is unsuccessful, the Secretary shall refund any membership fee paid for that financial year.
 

Register of Members and Secretary

1. The Executive Committee shall keep a register of the full names and postal or residential addresses of all persons and organisations admitted to membership, including dates of admission from incorporation onwards.

2. Member deaths, resignations, terminations, reinstatements and other particulars required by the Executive Committee or members at a general meeting shall be entered on the register.

3. The register shall be open for inspection at all reasonable times by any member who applies in writing to the Secretary.

4. The Executive Committee may withhold information other than a member’s full name if disclosure would put the member at risk of harm.

5. A member must not use or disclose information obtained from the register for political, religious, charitable or commercial advertising purposes unless approved by the Club.

6. The Secretary may be elected by members or appointed by the Executive Committee.

7. If the office of Secretary becomes vacant, the Executive Committee must ensure a Secretary is appointed or elected within one month.

8. The Secretary’s functions include calling meetings, preparing notices, keeping minutes, keeping correspondence and documents, and maintaining the register of members.
 

Executive Committee

1. The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer and up to six Committee members, all of whom shall be members of the Club.

2. At the Annual General Meeting, all office bearers retire but are eligible for re-election, except that a person who has held the same office continuously for three years is not eligible for re-election to that same office.

3. The election of office bearers takes place at the Annual General Meeting. Candidates must be nominated by two Club members, be adults, and not be ineligible under section 61A of the Associations Incorporation Act 1981 (Qld).

4. Nominations must be in writing, signed by the candidate and nominators, and lodged with the Returning Officer by close of business ten days before the Annual General Meeting.

5. A list of candidates must be posted on the Rural Press Club website and in a conspicuous place at the Club’s office or usual meeting place for at least seven days before the Annual General Meeting.

6. If required, balloting lists must be prepared in alphabetical order. If no written applications are received, nominations from the floor may be accepted during the Annual General Meeting.

7. Where one person is nominated for an office bearer position, that person is deemed elected. Where two or more nominees are put forward, a simple majority of eligible voting members elects the office bearer.

8. Before election, candidates must be advised whether the association has public liability insurance and, if so, the amount of insurance.

9. An office bearer may resign by written notice to the Secretary, and the Executive Committee may appoint a member to fill a casual vacancy until the next Annual General Meeting.

10. An office bearer may be removed from office at a general meeting by simple majority after being given the opportunity to present their case.

11. The office of a member of the Executive Committee is vacated if the person dies, becomes bankrupt, or is convicted of relevant offences as set out in the Constitution.

12. The Executive Committee has general control and management of the affairs, property and funds of the Club, subject to the Constitution and resolutions of members at general meetings.

13. The Executive Committee has authority to interpret the Constitution and matters on which it is silent, having regard to the Associations Incorporation Act 1981 (Qld).
 

Executive Committee Meetings, Subcommittees and General Meetings

1. At Executive Committee meetings a quorum shall be four office bearers.

2. The Executive Committee shall meet at least once every three months.

3. An office bearer shall not have a valid vote on any contract or proposed contract with the Club in which they have an interest.

4. Special meetings of the Executive Committee may be convened by the Secretary on written request of at least one-third of office bearers, with not less than seven days’ notice. If the Secretary is unable or unwilling to call the meeting, the President must do so.

5. The Executive Committee may delegate powers to a subcommittee consisting of such members as it thinks fit, subject to any regulations imposed by the Executive Committee.

6. Decisions of the Executive Committee, subcommittees, or persons acting as office bearers remain valid despite later discovery of a defect or disqualification in appointment.

7. A written resolution signed by all office bearers is as valid as a resolution passed at a properly called Executive Committee meeting.

8. The quorum for a general meeting is at least the number of members elected or appointed to the Executive Committee at the close of the last general meeting plus one, unless all members are Executive Committee members.

9. No business shall be transacted at a general meeting unless a quorum is present.

10. The first general meeting shall be held not less than one month and not more than three months after incorporation.

11. The Annual General Meeting shall be held within three months of the close of the financial year on 30 June, with one month’s written notice.

12. The business of the Annual General Meeting includes receipt of the President’s report and financial statements, receipt of the auditor’s report, election of office bearers, and appointment of an auditor.

13. The Secretary shall convene a special general meeting when directed by the Executive Committee, on written request by the required number of office bearers or members, or on written notice of appeal against rejection or termination of membership.

14. Special general meetings require not less than 14 days’ notice to Club members and the notice must state why the meeting is called and the business to be conducted.
 

General Procedure for Meetings

1. The President presides as Chairperson at every meeting. If unavailable or unwilling, the Vice-President or another chosen member or office bearer chairs the meeting.

2.The Cha rperson maintains order and conducts the meeting properly and orderly.

3. Every question, matter or resolution is decided by majority vote of members or office bearers present, provided a quorum is present.

4. Each member present and eligible to vote has one vote only.

5. In the case of equality of votes, questions are decided by a second or casting vote of the Chairperson.

6. No member or office bearer may vote if their annual subscription is more than two months in arrears.

7. At a general meeting, a member may vote in person, by proxy, by attorney, or by technology that reasonably allows participation as discussions happen.

8. The standard form appointing a proxy shall be provided by the Club and lodged with the Returning Officer by close of business five working days before the meeting and given to the Secretary at least 24 hours before the meeting.

9. Voting is by show of hands unless at least one-fifth of members or office bearers present demand a secret ballot.

10. If a quorum is not present within half an hour of the scheduled start of a general meeting convened on request, the meeting lapses. In other cases, it is adjourned as determined.

11. With consent of a quorate meeting, the Chairperson may adjourn the meeting to another time and place, with only unfinished business transacted at the adjourned meeting.

12. The Secretary shall cause full and accurate minutes of all Executive Committee and general meetings to be kept and made available for inspection in accordance with the Constitution.
 

Amending Constitution, By-laws, Common Seal and Finances

1. Subject to the Associations Incorporation Act 1981, the Constitution may be amended, rescinded or added to by special resolution carried at a general meeting, but no amendment, rescission or addition is valid unless registered with the Chief Executive of the Department of Justice and Attorney-General.

2. The Executive Committee may make, amend or repeal By-laws not inconsistent with the Constitution for the internal management of the Club. Any By-law may be set aside by a general meeting of members.

3. The Executive Committee shall provide for a Common Seal and its safe custody. The Common Seal shall only be used by authority of the Executive Committee and documents to which it is affixed shall be signed by at least two Executive Committee members, one of whom should be the Secretary.

4. The financial year of the Club closes on 30 June each year. As soon as practicable after year end, the Treasurer shall prepare particulars of income and expenditure, assets and liabilities.

5. Financial statements shall be examined in accordance with the Associations Incorporation Act 1981 (Qld) and presented to the Secretary before the Annual General Meeting.

6. The party examining the financial statements must prepare the required signed audit report or statement.

7. If required, financial statements, audit report or statement, return and prescribed fees must be lodged with the Chief Executive within one month after receipt by a general meeting.

8. Funds shall be deposited in the Club’s name in financial institutions directed by the Executive Committee.

9. Proper books and accounts shall be kept in electronic, written or printed form in English, showing the Club’s financial affairs correctly.

10. All amounts of $100 or over shall be paid by authorised cheque or electronic funds transfer.

11. The Executive Committee shall determine the amount of petty cash kept on the imprest system.

12. All expenditure shall be approved or ratified at an Executive Committee meeting.

13. The income and property of the Club shall be used solely in promotion of its objects and exercise of its powers, and no portion shall be distributed to members by way of profits.
 

Winding Up and Dispute Resolution

1. The Club may only be wound up according to the Associations Incorporation Act 1981 (Qld). After paying all debts and liabilities, remaining property shall not be distributed to members, but transferred to another fund, authority or institution with similar objects and similar restrictions on distribution, approved by the Commissioner of Taxation as one to which income deductible gifts can be made.

2. All members and the Executive Committee must in good faith try to resolve disputes arising out of or in relation to the rules or any by-laws, policy or procedure of the Club.

3. If parties cannot agree on a solution after attempting to resolve a dispute, a party may make a formal written complaint to the Executive Committee identifying the complaint and issue to be resolved.

4. Upon receipt of a Dispute Notice, the Secretary must acknowledge receipt, forward the notice to the party complained against within 14 days, seek a response, and seek early resolution without prejudice.

5. If early resolution is not possible, the Secretary must refer the complaint to an independent mediator.

6. The mediator assesses the merit of the complaint and contacts both parties to determine whether it can be resolved through mediation.

7. If mediation is successful, the parties sign a statement held at the Club office for seven years.

8. If mediation is unsuccessful, the Secretary appoints an independent arbitrator with dispute resolution expertise to determine the dispute and refer findings to the Executive Committee.

9. The Executive Committee considers the arbitrator’s findings and determines the necessary action required to address the complaint.

10. Each party bears its own costs, the Club bears the cost of mediation, and the Club bears the cost of arbitration unless the arbitrator considers the complaint frivolous or vicious, in which case the complainant bears arbitration costs.

11. Unless a party has first complied with the dispute resolution clause, neither party may commence court proceedings in relation to a dispute arising out of or in relation to the rules or any policy, procedure or code of practice of the Club.