Constitution

(1) NAME

The name of the Association shall be “Naval Warfare Officers’ Association”

(2) OFFICE

The Office and place of meeting of the Association shall be at such place or places as the Committee shall from time to time determine.

(3) OBJECTS

(a) To preserve, promote and foster amongst its members, by such means as the Committee may from time to time deem appropriate, the spirit of patriotism, loyalty and service to the Nation and the Navy enjoyed by members during their period of service and to perpetuate the spirit of comradeship so generated.

(b) The income and property of the Association shall be applied solely towards the promotion of its objects.

(4) MEMBERSHIP

Membership shall be open to such persons as approved by the Committee and being:

(a) Qualified in a recognised Naval Warfare course in Sydney or elsewhere; or

(b) Such others who, by reason of their close association with, or interest in, the objects of this Association, the Committee deem to be desirable to be members.

Application for membership will be made on the form prescribed by the Committee that may refuse or defer any application at its entire discretion for reasons that will remain confidential to the Committee.

The Committee may admit as Honorary Lifetime Members such persons whose distinguished service deserves special recognition.

The Secretary will cause to be kept a register of members of the Association.

(5) PATRONS

A Patron or Patrons of the Association may be appointed by members at a General Meeting. The Committee may nominate a person or persons (with their prior approval) for this position.

(6) OFFICE BEARERS

(a) These will consist of a President, two Vice-Presidents, Honorary Secretary, Honorary Treasurer and five members all of whom shall be elected at the Annual General Meeting and shall hold office for the year next ensuring or until the next Annual General Meeting as the case may require.

(b) The office bearers will comprise the Committee.

(c) All office-bearers shall be eligible for re-election to the same or another office.

(d) The Committee may fill any casual vacancy in any office subject in the case of a vacancy in the office of President or Vice-President to the Committee’s appointment being confirmed at the next General Meeting. Any member so appointed to fill a casual vacancy shall hold office as though originally appointed at the last preceding Annual General Meeting.

(7) COMMITTEE

(a) The general control, administration and business of the Association shall be in the hands of the Committee except as otherwise determined in general meeting by the members of the Association.

(b) The Committee shall meet at least once in each calendar quarter and otherwise where and as it may determine.

(c) The Committee will cause to be kept such proper books of account and other records as may be necessary and will open a bank account in the name of the Association, withdrawals from which account may be made under the hand of any two or more members of the Committee authorised by it on its behalf.

(d) All such books of account, records and bank statements will be kept by the Honorary Treasurer. Every financial year the Honorary Treasurer will present to the Annual General Meeting a full and proper account of the financial transactions of the Association.

(e) Notice of Committee meetings will be given as the Committee may determine and at any such meeting four members shall form a quorum. Votes will be taken by show of hands, the Chairman having a casting vote in the case of equality of votes.

(f) The Committee may make such rules as it may deem expedient for the full and proper administration, management and control of the Association and in furtherance of its policy and objects provided that such rules are not inconsistent with the provisions of this Constitution and all such rules will be binding upon the members.

(8) ANNUAL SUBSCRIPTION

(a) Members shall pay such Annual Subscription as may be fixed by the Committee from time to time.

(b) Annual Subscriptions will become due one month after the date of the Annual General Meeting.

(c) A member who has not paid the annual subscription and all arrears within two months of the last due date will not be entitled to hold any office or to vote at a general or other meeting.

(9) GENERAL MEETINGS

(a) The Annual General Meeting will be held at such a place, date and time as the Committee may from time to time determine on the giving of fourteen days’ notice in writing in each year and but not later than the 30th June.

(b) The business at an Annual General Meeting will comprise consideration of the President’s Report and Annual Accounts, the election of Office Bearers and other Business the Notice of which shall be given to the Honorary Secretary before the meeting commences, or failing such notice, at the discretion of the Chair of the meeting.

(c) An Extraordinary General Meeting will be called upon receipt by the Honorary Secretary of a written requisition signed by at least ten members. Such meeting will be summoned on no less than fourteen and no more than twenty-eight days’ notice to all members to be given within fourteen days from the receipt from such requisition. Any such requisition must state the purpose of the meeting which purpose must be such that by reason of its nature it could not be postponed until the next General Meetings.

(d) A quorum for any General Meeting shall be not less than twenty members present in person or by proxy and a vote on any matter will be taken by show of hands or poll as the Chair may decide, the Chair having a casting vote in the case of equality of votes.

(e) The decision of the Chair acting in good faith at any general meeting on a question of procedure or on the interpretation of this Constitution shall be final.

(f) Apart from the business of the Annual General Meeting and any special business for which an Extraordinary General Meeting has been requisitioned or a notice of motion of which not less than fourteen days’ notice has been given to the Honorary Secretary, the business of every meeting will be determined by the Committee, brief details being given in the notice calling the meeting.

(g) The instrument appointing a proxy shall be in writing and shall be deposited with the Honorary Secretary not later than twenty-four hours before the time of relevant meeting. A proxy must be a member of the Association.

(10) SUB-COMMITTEES & ASSISTANTS

(a) The Members in general meeting or the Committee may form such sub-committees for such purposes and with such delegation of powers and authorities as may be determined necessary for the proper or more effective carrying out of the business and objects of the Association provide always that members of such sub-committees shall be members of the Association and that the Convener and Chairman of the sub-committee shall, where practicable, be a member of the Committee. All sub-committees will report to the Committee whenever so required by it upon the business for which the sub-committee was formed and will render prompt accounts of any financial transactions involved. The President or the Honorary Treasurer must specifically approve, however, all expense before being incurred.

(b) The Committee may appoint assistant office-bearers as necessary but such assistants will not by virtue of such appointments have a right to vote at meetings of the Committee unless otherwise so entitled.

(11) CESSATION OF MEMBERSHIP

In accordance with natural justice, the Committee may declare any person no longer a member if the member:

(a) fails to pay subscriptions or other dues or levies by the end of the financial year in which the same became due; or

(b) tenders a resignation in writing; or

(c) in the opinion of the majority of at least two-thirds of the Committee present in person or by proxy at a meeting at which not less than seven members are present in person or by proxy has violated or disregarded the Constitution of the Association or whose conduct is generally to the detriment of the Association and/or its members, to be ratified by members at a General Meeting.

(12) INDEMNITY

(a) All office-bearers shall be indemnified by the Association from all losses and expenses incurred by them in or about the discharge of their respective duties and within the scope thereof except such as arise through their own wrongful act, excess of authority or wilful default.

(b) The amount and extent of any such indemnity shall be determined by the Committee who may for this purpose allow, disallow or settle the accounts of any such office-bearers.

(13) WINDING UP

(A) The Association shall be wound up in any of the following events:

(a) A resolution to that effect is passed at any Annual or Extraordinary General Meeting, the Notice of which has specified winding up as the business of the meeting.

(b) If at any time there shall be less than twenty financial members.

(B) On winding up, the Committee shall have full power to close the affairs of the Association and to dispose of its assets as it may deem expedient, but the surplus funds of the Association shall not be distributed to members.

(14) BRANCHES

(a) The Association may form or assist in formation of such Branches as it may deem necessary or desirable for the furtherance of its objects.

(b) The Association may assist financially as the Committee may deem expedient any Branch so formed and recognised as above mentioned and the Committee may allocate to the promoters of such Branch or to the Branch when formed a sum at the Committee’s discretion to cover formation expenses.

(c) Membership of the Association or of a Branch shall entitle a member to honorary membership of all other Branches without further charge but without privileges of voting or otherwise.

(d) Subject to the foregoing the Committee is empowered to take all necessary action to give effect to these provisions and to ensure co-operation between Branches and generally to make such rules as it may deem necessary for these purposes.

(15) AMENDMENT TO CONSTITUTION

This Constitution may be amended or superseded by resolution carried by three-fourths of financial members present in person or by proxy at an Annual or Extraordinary General meeting the Notice of which shall include the wording of the proposed changes and an Explanatory Memorandum.

This copy of the Constitution incorporates amendments adopted at the 1999 Annual General Meeting, held on 8 June 1999 and the Extraordinary General Meeting held on 19th March 2003 and the amendments adopted at the Annual General Meeting held on 25th April 2004.