The Galley Club Constitution

The Galley Club of Sydney


1. NAME:

The name of the Organisation shall be THE GALLEY CLUB OF SYDNEY, hereunder referred to as the Club.


The objectives of the Club are as follows:

(a)        to provide a forum for members to meet and discuss common issues relating to their professional activities.

(b)        to keep members informed on matters affecting their professions.

(c)        to encourage the highest standards of book production.

(d)       to act as a forum on major issues affecting book production.

(e)        to provide opportunities for social interaction for members.

(f)        to provide members with the opportunity to enhance their skills.

(g)        to provide or arrange for the provision of charitable and other benefits to members and their families and dependents.



(a)        Membership of the Club is open to all persons subscribing to the objectives of the club.

(b)        Applications for membership are to be made in writing, signed by the applicant,     and shall be in such form and contain such requirements as the Management    Committee from time to time prescribes.

(c)        As soon as practicable after receipt of an application for membership, it shall be     considered by the Management Committee who shall determine upon the        admission or rejection of an applicant.

(d)       A register of members is to be kept showing in respect of each member their           name, address, phone or fax number and the date of commencement of          membership.


The office-bearers shall consist of a President, Secretary, Treasurer and such other officers as may be decided by the members of the Club at the Annual General Meeting. The office-bearers and the other members of the Management Committee are to be elected annually at the Annual General Meeting. Any casual vacancy occurring among the office-bearers may be filled by the Committee and the person so appointed to fill such a vacancy is to hold office for the unexpired term of the member so replaced.


The management of the Club shall be vested in a management Committee consisting of the office-bearers. (referred to in this Constitution as “Management Committee”)


No member of the Management Committee shall be appointed to any salaried office of the Club or any office of the Club paid by fees and no renumeration or other benefit in money or money’s worth shall be given by the Club to any member of the Management Committee except repayment of out-of-pocket expenses, interest at a rate not exceeding interest at the rate for the time being charged by Bankers in Sydney for money lent to the Club and reasonable and proper rent for premises let to the Club.



(a)        The management Committee may meet together to conduct business, adjourn and

otherwise appoint and regulate its meetings as it thinks fit. The President may at    any time and the Secretary on the requisition of any two members of the            Committee summon a meeting of the Committee.

(b)        Questions arising at any meeting of the Committee shall be decided by a majority of votes of those present and a determination by a majority of the members of the      Committee. In case of an equality of the votes the chairperson of the meeting shall         have a second or casting vote.

(c)        The Continuing members of the Management Committee may act despite a            vacancy in the Management Committee, but if their number is reduced below the number specified as a quorum of this Constitution, the continuing member or         members of the Management Committee shall have power to fill casual vacancies         from amongst the members or call a general meeting of the Club solely for the        purpose of filling such vacancies.



The office of a member of the Management Committee or of a trustee shall become vacant upon the happening of any one of the following:

(a)        the member dying.

(b)        if the member becomes bankrupt or makes any arrangement or composition with    creditors generally.

(c)        the member becomes mentally ill or the member’s estate becoming liable to be        dealt with in any way unde the law relating to mental health.

(d)       the member resigning from office by notice in writing to the Secretary

(e)        the member being absent for more than six months without leave of the      Committee from meetings of the Committee held during that period.

(f)        the member ceasing to be a financial member of the Club.

(g)        The passing by a sixty-six percent majority of members present at a properly           constituted general meeting specially called for the purpose of a resolution, to    remove the member from office.

(h)        the member holding any office of profit under the Club.

(i)         the member is directly or indirectly interested in any contract of proposed contract            with the Club.



The first financial year under this Constitution shall conclude on 30 June 1993. Thereafter, the financial year shall conclude on 30 June of each year. Any person accepted to membership in the last quarter of a financial year is not liable for dues until the commencement of the next financial period.



The annual general meeting of members is to be held during the month of August following the end of the financial year, when the Annual Report and audited financial statements shall be presented.



Any two Members of the Management Committee may at any time convene a General Meeting of the Club. Special General Meetings shall also be convened by the Secretary upon the written requested signed by not less than five percent in number of the members of the Club and shall be held within a period of one month from the date of receipt of the request.



At a meeting of Members a quorum shall consist of ten members and at a meeting of the Management Committee shall consist of fifty percent of the Management Committee. Should within half an hour of the time set down for a meeting to commence, a quorum not be present, then the meeting shall be adjourned to the same time and place seven days later or to a place and to a time within one month of the date of such meeting, to be determined at this time. If such adjourned meeting fails to reach a quorum, then those members attending shall be deemed to be a quorum, provided the number of such members is not less than three.



(a)        The President shall preside as Chairperson at every general meeting of the Club,     but if he is not present within fifteen minutes after the time appointed for the         holding of the meeting or is unwilling to act, then the members present shall elect     one of their number to be chairperson of the meeting, by a simple majority.

(b)        The Chairperson may, with the consent of, or at the direction of, any meeting at     which a quorum is present adjourn the meeting from time to time and from place          to place, but no business shall be transacted at any adjourned meeting other than             the business left unfinished at the meeting from which the adjournment took             place.   When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. If a       meeting is adjourned for less than thirty days no notice of the meeting, or of the          business to be transacted, is required.

(c)        At any general meeting voting is to be conducted by a show of hands, unless a      poll is demanded by the Chairperson or by at least three members present. This          may be done either before, or on the declaration of the result of the show of   hands. Unless a poll is so demanded a declaration by the Chairperson that a           resolution has on a show of hands been carried of carried unanimously, or by particular majority, or lost, and an entry to that considered conclusive evidence of     the fact. The number of proportion of votes recorded in favour of or against the       resolution is not necessary. The demand for a poll may be withdrawn.

(d)       If a poll is duly demanded, it shall be taken in such a manner and after whatever    interval or adjournment the Chairperson directs, and the result of the poll shall be     the resolution of the meeting at which the poll was demanded. A poll demanded             on the election of a Chairperson or a question of adjournment shall be taken             immediately.

(e)        In the case of an equality of votes, whether on a show of hands takes place, or at   which a poll is demanded, shall be entitled to a second or casting vote.

(f)        Each financial member present and voting at a general meeting of the Club has      one vote.



The Secretary is to give at least seven days notice in writing of all general meetings to the members of the Club specifying the place, the day and the hour of meeting and the general nature of the business to be dealt with at the meeting.


14. FUNDS:

(a)        All moneys received by the Club are to be deposited intact at the earliest possible date to the credit of the Club’s Bank Account. Receipts for moneys received shall    also be issued promptly.

(b)        All payments in excess of $10.00 made by the Club must be paid by cheque signed by any tow of the President, Secretary or Treasurer.



All accounts shall be presented to and passed for payment at a Management Committee Meeting and full details of all such approvals must be entered in the Minute Book.


16. AUDIT:

The auditor or auditors are to be elected at the Annual General Meeting. They are required to examine all accounts, vouchers, receipts, books etc., and furnish a report to the members at the Annual Meeting. Audits shall be conducted at regular intervals of not more than twelve months. An auditor must not be a member or closely related to a member of the Management Committee.



The Management Committee shall cause minutes to be kept:

(a)        Of all appointments of office-bearers and members of the Committee.

(b)        Of the names of members of the Committee present at all meetings of the Club      and of the Committee.

(c)        Of all decisions at all meetings of the Club and of the committee

Such minutes are to be signed by the Chairperson of the meeting at which the proceedings were held or by the Chairperson of the following meeting.



A member may be expelled from membership of the Club by the Management Committee if in the opinion of the Management Committee, after affording such member an opportunity of offering the Management Committee an explanation of his conduct either verbally or in writing as the Management Committee may decide, the conduct of the member is such as to be detrimental to the best interests of the Club, provided that:

(a)        Such expulsion shall not be effective unless it is confirmed by a majority of members present at a General Meeting of members convened to consider the expulsion.

(b)        Such General Meeting is held within a period of one month from the date of the decision of the Management Committee to expel the member.

(c)        At such General Meeting the member whose expulsion is under consideration is to be allowed to offer an explanation of conduct verbally or in writing at the option of such member.

(d)       The voting of such General Meeting shall be by ballot if not less than five members present at the meeting so demand.

(e)        The Management Committee may exclude such member from participation in the affairs of the Club until such General Meeting is held.



(a)        Three Trustees shall be elected at a properly constituted general meeting

(b)        All property of whatever kind belonging to the Club shall be vested in the Trustees and they shall have the custody of all deeds and documents of title relating to the property of the Club and shall be responsible for the same and shall deal with and dispose of all the property of the Club whether real or personal for the time being vested in them and the income thereof in accordance with the directions of the Management Committee provided that such directions are not in violation of the trusts upon which the property is held.



(a)        The Club shall be dissolved upon the vote of a seventy-five percent majority of members present at a General Meeting convened to consider such question.

(b)        Upon a resolution being passed in accordance with paragraph (a) of this rule, all assets and funds of the Club on hand shall, after the payment of all expenses and liabilities, be handed over to such registered or exempted charity or charities as a simple majority of the members at the General Meeting so convened, or at a subsequent General Meeting, may decide.



This Constitution may be amended or replaced by a resolution passed by a sixty-six percent majority of members present at any Annual General Meeting at which notice of the proposed amendment shall be given or at a General Meeting convened for such purpose.

A notice may be given to any member either personally or by sending it be post to him at his address registered with the Club or if he has no registered address to the place of abode of the member last known to the Management Committee. Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying and posting a letter or an envelope containing the notice and to have been effected, in the case of the notices of a meeting, on the day after the day or its posting and in any other case the time at which the letter would be delivered in the ordinary course of the post.