NAME

1. The name of the association shall be the Australasian Sound Recordings Association Incorporated. Throughout this document the term “ASRA” is used as an abbreviation to refer to the association.

2. The association’s ACT Associations Common Seal Number is A 1797. ASRA was first granted incorporation in the ACT from 27th September 1990 under the 1953 Associations Incorporation Act.

ADDRESS

3. The postal address of ASRA shall be the home address of the public officer or another nominated officer of the association, or as decided by a general meeting.

OBJECTIVES

4. ASRA shall be a not-for-profit cultural organisation, funds of which shall be solely used to further the objectives of the association, which are:

• To initiate and encourage activities that develop and improve the organisation, administration and contents of recorded sound collections, in the Australasian (i.e. the South-West Pacific) region.

• To strengthen the bonds of co-operation between individual collectors, sound archives and institutions which preserve documents of recorded sound.

• To study all techniques relevant to the work of sound archives and other institutions which preserve documents of recorded sound and to disseminate the results of such studies.

• To encourage, especially in the Australasian region, the exchange of sound recordings and of all information relating to sound recordings.

• To encourage projects designed to promote the standard of sound archiving in the Australasian region.

• To stimulate and further by every means the preparation and dissemination of inventories based on recorded sound collections in the Australasian region.

COMMON SEAL

5. The common seal of ASRA shall be applied to documentation as prescribed by Section 41 of the ACT Associations Incorporation Act 1991 and Section 70 of the ACT Associations Incorporation Regulation 2023.

6. The common seal will be kept by the Secretary in accordance with Section 70 of the ACT Associations Incorporation Regulation 2023.

MEMBERSHIP & MEMBERSHIP FEES

7. Membership is open to individuals and institutions who choose to join. Members shall be bound by the Constitution & any By-Laws of the association.

8. Annual membership shall be one membership for each individual or Institution. Members must pay an annual membership fee each year. Annual membership fees shall be $50 for each individual member and $90 for each Institutional member or as determined by the Committee and may be changed from time-to-time following consultation with the members.

9. The annual membership fee is payable on a date set by the Committee. Members who have not paid the annual fee within 30 days of the due date will be considered to have relinquished their membership.

10. Staff working for organisations which are Institutional members shall be entitled to privileges equivalent to individual members in regard to access to electronic publications, discounted fees for events and access to any members-only activities or forums.

11. Any Honorary, Life or other special or discounted memberships will be offered in accordance with criteria determined by the committee.

MANAGEMENT OF THE ASSOCIATION

12. The administration of the association shall be in the hands of The ASRA Committee comprising the officers of the association being:

• President

• Vice President

• Secretary

• Treasurer

• Editor

and

• up to three (3) ordinary committee members (not officers)

ELECTION OF THE COMMITTEE

13. Members of the Committee shall be elected bi-annually at the Annual General Meeting by a ballot of members. At least two months prior to the Annual General Meeting, the Committee shall circulate the membership requesting nominations for all committee positions. Candidates for election must be individual financial members, nominated and seconded by financial members. Retiring members shall be eligible for re-election. Ballots for membership of the Committee shall be decided by simple majority of votes cast by financial members.

14. The association in General Meeting may by resolution, remove any member of the committee from the office of member of the committee before the end of the member’s term of office.

15. Committee members may resign from their position by giving notice to the President or Secretary. Casual vacancies arising from resignation, removal or incapacity of a committee member shall be filled in accordance with Section 48 of the Associations Incorporation Regulation 2023. A vacancy may be filled by the appointment of a member by the committee.

INCOMING COMMITTEE

16. All newly elected Committee members shall take office immediately following their election at the Annual General Meeting. The entire Committee shall be elected from individual financial members of the association. In case of a Committee position being vacant the Committee shall have the power to appoint a financial member to that position.

POWERS OF THE COMMITTEE

17. The Committee shall:

a) control and manage the affairs of the association;

b) exercise all such functions as may be exercised by the association other than those that require to be exercised by the association in a general meeting;

c) have the power to perform all such acts and do all things necessary for the smooth running of the association;

d) appoint sub-Committees to deal with association matters; and

e) recommend to General Meetings alterations to the Constitution of the association.

18. The Committee may co-opt members to perform duties in support of ASRA’s objectives.

PROCEEDINGS OF THE COMMITTEE

19. The Committee shall meet from time to time, but a minimum of three times per year, or at the request of any member of the Committee. The quorum of meetings of the Committee shall be three, with at least two being Officers of the Committee. The Chair of the Committee shall be the President or, in their absence, the Vice President or Secretary. In the event of equal voting the Chair shall have the casting vote which shall be in addition to their deliberate vote.

20. Members of the Committee shall forward to the Secretary any correspondence received or entered into on behalf of ASRA in their official capacity.

21. Committee meetings will be conducted in accordance with Division 1.4.3 of the Associations Incorporation Regulation 2023.

22. The committee shall use all means at its disposal to inform, engage and involve members in the business of the association.

DISCIPLINING OF MEMBERS AND DISPUTE RESOLUTION

23. The Committee shall have the power to suspend or expel any member who has been judged by the Committee to have been guilty of conduct prejudicial to the interests of the association. Such members will not be entitled to refund of membership fees in respect of any unexpired period of membership.

24. Expulsion or Suspension of members shall be in accordance with Part 1.3 of the Associations Incorporation Regulation 2023.

25. Resolution of disputes between members or between the Association and any members will be in accordance with part 1.3 of the Associations Incorporations Regulation 2023.

DUTIES OF OFFICE BEARERS

26. The duty of the office bearers shall encompass all requirements of the Act plus additional responsibilities as agreed from time to time by the Committee and shall include:

• PUBLIC OFFICER: Shall be the association’s contact with ACT Government authorities as required by the Incorporations Act of 1991 as amended and other Government agencies where needed. The position of Public Officer may be held by a member with another role on the committee. The public officer is not elected, they are nominated and appointed by the committee.

• PRESIDENT: Guides and controls the association and its meetings.

• VICE PRESIDENT: In the absence of the President to perform the functions normally required by them.

• SECRETARY: Shall keep proper minutes of all general and Committee meetings. Shall issue notices of all meetings after consultation with the President. Shall ensure that a register of all financial members is kept for at least three years detailing full name, address, telephone number (home and/or work) and status (Individual/Institutional).

• TREASURER: To maintain accurate records of the financial affairs of the association and to produce as required these records for inspection. Shall present books for review prior to AGM to a reviewer approved by the committee. Shall issue a legal receipt on receipt of subscription fees and compile a current membership list. Shall collect and receive all moneys on behalf of ASRA and issue receipts as necessary. Shall make all payments on behalf of ASRA and shall be the custodian of all cash and funds. Shall prepare financial statements and budgets as required by the Committee.

• EDITOR: to coordinate the production of ASRA’s journal “The Australasian Sound Archive” (ASA) and other publications as agreed.

DUTIES OF ORDINARY MEMBERS OF THE COMITTEE

27. The duties of the ordinary members shall be agreed from time to time by consensus.

28. All committee members shall perform any duties agreed to in Committee.

MAKING OF DECISIONS

29. A motion arising at a General Meeting of the association is to be decided by voting either on a show of hands or by ballot.

30. If a ballot is required, it must be declared before any votes are cast. Once the votes are cast, the presiding officer will make a declaration of the votes cast for, against and abstain of the motion. The resolution of the motion is to be recorded in the minutes of the association.

31. If no ballot is required the presiding officer of the meeting will call for a show of hands for, against and abstain for the motion. They will then make a declaration that the motion has, on a show of hands, been carried unanimously, carried by a majority or lost. The resolution of the motion is to be recorded in the minutes of the association.

32. A member or proxy is not entitled to vote at any General Meeting of the association unless they are a paid-up financial member at the time of the meeting.

ANNUAL GENERAL MEETING

33. The association must, at least once in each calendar year and within 5 months after the end of each financial year of the association, call an Annual General Meeting (AGM) of its members

34. The AGM will be held on a date decided by the Committee. The quorum for an Annual General Meeting shall be one third (1/3) of the membership or five (5) financial members personally present whichever is the lesser. If a quorum is not obtained the AGM is to be postponed until the next General Meeting.

35. Notice of the AGM shall be advised to all members no later than one month prior to the AGM. Written notice shall be published via group email specifying the place, day and hour of the meeting, and the nature of the business to be transacted.

36. The Annual Statement of Income and Expenditure shall be made available to members in the month after the AGM.

ANNUAL GENERAL MEETING — calling of and business at.

37. The annual general meeting of the association must, subject to the Act, be called on the date and at the place and time that the committee considers appropriate.

38. In addition to any other business that may be transacted at an annual general meeting, the business of an annual general meeting is:

a. to confirm the minutes of the last annual general meeting and of any general meeting held since that meeting;

b. to receive from the committee reports on the activities of the association during the last financial year; and

c. to elect members of the committee, including office-bearers; and

d. to receive and consider the statement of accounts and the reports that are required to be submitted to members under the Act.

39. An AGM must be specified as such in the notice calling it in accordance with section 60 of the Associations Incorporation Regulation 2023.

40. An AGM must be conducted in accordance with the provisions of this part.

GENERAL MEETINGS and EXTRA ORDINARY GENERAL MEETINGS - calling of.

41. The committee may, when it thinks fit, convene a General Meeting of the association.

42. The committee must convene a General Meeting or an Extra-Ordinary General Meeting to decide any matter where a such a meeting is required under the Act. The committee must, on the requisition in writing of at least five (5) members, convene a Extra-Ordinary General Meeting of the association. The quorum for a General Meeting shall be one third (1/3) of the membership or five (5) financial members personally present whichever is the lesser.

43. The requisition for an Extra-Ordinary General Meeting:

(a)     must state the purpose or purposes of the meeting, and

(b)     must be signed by members making the requisition, and

(c)     be lodged with the secretary, and

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

44. An Extra-Ordinary General Meeting must be convened and conducted as nearly as practicable in the same manner as an annual general meeting.

45. All General Meetings including the AGM may be conducted using online virtual meeting tools such as MS Teams, Zoom or similar facilities as laid out in section 58 of the Associations Incorporation Regulation 2023.

VOTING

46. Each individual member is entitled to one vote in any show of hands or ballot called at a General Meeting.

47. Each Institutional member shall nominate a person from their staff or board to cast one vote on their behalf.

48. Unless a ballot is requested by at least two members, voting will be by a show of hands. If a ballot is requested, it shall be taken in such a manner as the Chairman of the meeting directs. Each financial member present shall be entitled to one vote, except that in the event of equal voting, the Chairman of the meeting shall have a casting vote as well as their deliberate vote.

49. The Chairman's declaration that a resolution has been carried and an entry to that effect in the minute book shall be conclusive evidence of that fact.

APPOINTMENT OF PROXIES

50. Each financial member is entitled to appoint another financial member as proxy by notice given to the Secretary no later than 24 hours before the time of the meeting for which the proxy is appointed.

51. The notice appointing the proxy must be in the form set out in part 61 of Associations Incorporation Regulation 2023.

FINANCE

52. The financial year of ASRA shall be from 1st April to 31 March each year.

53. ASRA shall maintain accounts in the association’s name at such bank, building society, credit union and/or online payment platforms as the Committee shall determine. All financial transactions shall be conducted through ASRA’s accounts except for such amounts as agreed by the Committee as a working float.

 54. The Treasurer shall maintain such accounting records as are required by the Associations Incorporation Act 1991 and will distribute a reviewed financial statement to all members prior to each Annual General meeting.

55. Funding for ASRA shall be through membership fees, conference registration fees and other fundraising activities deemed appropriate by the Committee and the members.

56. Expenditure approved by the board and paid for from individual members personal accounts will be reimbursed promptly on provision of receipts for the expenditure.

ALTERATIONS TO THE CONSTITUTION

57. The Act requires that any changes to the objects or rules of the association be passed by special resolution as defined under section 70 of the Act. This requires the special resolution to be passed at a General Meeting of the association. At least 21 days notice is to be given to the members, accompanied by notice of the intention to pass the resolution as a special resolution. The special resolution must be passed by a majority of at least 75% of the votes of those members who are entitled to vote and who vote in person at the general meeting (or by proxy at the general meeting where proxy voting is allowed under the rules of the association).

EXAMINATION OF BOOKS AND ACCESS TO COPIES OF DOCUMENTS

58. The association’s books including records of meetings and financial records shall be maintained in a secure electronic document repository managed by the committee. Hard copies of financial statements and official returns shall be retained in custody of the Treasurer for the period required by relevant legislation.

59. All books and documents of ASRA shall be made available for inspection to financial members and the ACT Government at any reasonable time and place.

60. ASRA will supply copies of documents in pdf format on request. Provision of copies is limited to documents which have been endorsed as official records of meetings, activities or finances, or which have been previously distributed to all members. Copied documents may be redacted where the committee considers it necessary to protect the privacy of members.

ITEMS NOT SPECIFICALLY COVERED

61. Any matters not specifically detailed within this Constitution shall be deemed to be in accordance with the model rules in the Associations Incorporation Act 1991 and the Associations Incorporation Regulation 2023.

INDEMNITY

62. ASRA shall indemnify any members of the Committee who have accepted or incurred on behalf of the association any pecuniary liability previously approved by the Committee. ASRA shall not be responsible for liability incurred by any member in the name of the association, which has not previously been approved by the Committee.

INTERPRETATION

63. In the interpretation of the Constitution, the singular shall include the plural and the masculine shall include the feminine. In the event of any dispute and interpretation thereof, the decision of the majority of the Committee shall be final, conclusive and binding on all members of the association.

64. The decisions of the Committee on the interpretation or on any matter or thing not contained in this Constitution, but pertaining to the association, its property, activities or interests shall be conclusive and binding on all members until altered by a General Meeting.

DISSOLUTION

65. Dissolution of ASRA shall not take place except upon a resolution passed by a General Meeting by a majority of not less than two-thirds of the financial members present and voting. Any resolution to dissolve the association must nominate a charity registered with the ACNC with similar or complimentary objectives to receive surplus property.

66. The liability of a member to contribute towards the payment of the debts and liabilities of ASRA or the costs, charges and expenses of the winding up of ASRA is limited to the amount, if any, unpaid by the member in respect of membership of the Association.

SURPLUS PROPERTY

67. In the event of the association’s dissolution any and all surplus funds and property will be gifted to an endorsed charitable organisation with similar or complimentary objectives to ASRA.

68. Transfer of any surplus property or funds to members is specifically prohibited in accordance with ASRA’s status as a Registered Not for Profit Cultural Association.

ENABLING LEGISLATION

69. ASRA is incorporated in the ACT in accordance with the Associations Incorporation Regulation 2023 (SL2023-25) made under the Associations Incorporation Act 1991

70. ASRA’s Constitution applies under the conditions of “rules other than model rules” in The Act and Regulations.

71. Any rule stated in ASRA’s constitution that is inconsistent with the Act or another law in force in the ACT has no effect (see Act, s 34). Also, if the model rules make provision for a matter not provided for in the Association’s rules, the Association’s rules are taken to include the provision of the model rules in relation to that matter (see Act, s 31 (2)).

DEFINITIONS

72. In this constitution, unless a contrary intention appears: “Association” means the Australasian Sound Recordings Association Inc; "Committee" means a committee constituted under Rule 12; "The Act" means the Associations Incorporation Act 1991 (ACT); "Regulations" means the Associations Incorporation Regulation 2023 (ACT)