NAME

1. The name of the Association shall be the Bangladesh Association of New South Wales Inc., thereafter called the Association.

2. The emblem of the Association shall be Bangladeshi national flower 'Shapla' drawn inside a circle (petals in red) with the name of the Association around the flower in green.

3. The headquarters of the Association shall be located in Sydney.

4. The aims of the Bangladesh Association of New South Wales Inc. are:

(a) to foster and promote unity and harmony amongst Bangladeshis residing in Australia and those coming to Australia;

(b) to create goodwill and fellow feeling between Bangladeshi and Australian nationals and communities;

(c) to acquaint the people of Australia with the cultural, social, and economic conditions of Bangladesh;

(d) to hold functions and ceremonies of national importance with respect to Bangladesh;

(e) to organize the teaching of ethnic languages and cultures, especially for children and young people, and also for any interested persons;

(f) to promote social and cultural events and also to organize periodic symposia, debates, social gatherings, excursions, sporting events and other related activities;

(g) to keep in close contact with all other Australian Societies and Ethnic Groups with similar objectives;

(h) to manage, print and publish newspapers, journals, periodicals, books, booklets, tracts and/or leaflets which the Association may think desirable to further its aims and objectives;

(i) to help new migrants from Bangladesh to settle in Australia;

(j) to provide as far as possible social, legal, financial and moral support to the members of the Association;

(k) to act as the representative body of the Bangladesh Community in New South Wales in particular and Australia in general.

5. The Association will endeavor:

(a) to acquire any property real or personal by purchase, exchange, gift, devise, lease, or by any other means subject or not subject to the general object or purpose of the Association and to sell all or any of the real or property of the Association, or let, mortgage, exchange, or otherwise dispose of and execute conveyances, transfers, mortgages and assurances thereof;

(b) to build, construct or establish, alter, rebuild, renovate, construct and maintain buildings, homes, premises, rooms, and grounds and other things and places generally for the purpose of carrying out the said general object or purpose of the Association or any part thereof;

(c) to invest all or any of the funds of the Association on any security for the time being authorized by law in the investment of trust funds and from time to time to vary such investments;

(d) to make bye-laws, rules or regulations and other proceedings for the due maintenance of the Association for regulating the duties, control and conduct of persons in the employment or under the care of the Association;

(e) to collect subscriptions, donations, grants, etc. in order to achieve the aims and objectives of the Association;

(f) to create or appoint members of the Executive Council and or members from the General Body to head, or administer sub-committees for the purposes of marketing, commercial development, education, collections and providing of any other benefit to the Association, and to do all such other lawful things as may be incidental to or be deemed to be conducive to the attainment or execution of the foregoing objectives or any of them generally for the purpose of carrying out the general objectives of the Association.

2. The membership to the Association will be open to all persons of sixteen years of age and over, residing in Australia and willing to subscribe to the aims and objectives of the Association.

4. For Non-Financial Members the completed form must be accompanied with the joining fee of $2.
5. For the Financial Members the completed form must be accompanied with the joining fee of $2 plus the annual subscription for the financial year as decided by the Executive Council at its first meeting after the Annual General Meeting.
6. After the receipt of an application for membership, it shall be considered by the Executive Council in its next meeting, and it shall thereupon determine upon the admission or rejection of the applicant. The determination of the Executive Council will be final and the determination of shall be communicated to the applicant within a reasonable time to the concerned applicant. The Council is not required to communicate any reason for rejection.
7. Both Non-Financial Members and Financial Members are entitled to participate in the deliberation of the General Meetings. However only Financial Members can vote and are entitled to receive written communications from the Association from time to time.
8. A register of members shall be kept showing in respect of each member his name, address and the date of commencement of membership.

7. (a) A member shall cease to be a financial member if his/her subscription is not paid within the financial year or the Annual General Meeting whichever happens first. A non-financial member can become financial again by payment of all overdue subscriptions and dues or may apply for new membership.

(c) The financial year for the Association shall end on the 30th day of September in each calendar year.

(d) A member shall be granted exemption from membership fees for the period of absence from New South Wales provided he applies in writing to the Executive Council before any such departure.

8. The Association shall be managed and directed by an Executive Council which shall consist of fourteen (14) members elected by the financial members of the Association in a General Meeting.

9. The Executive Council shall consist of the following office bearers:

1. President
2. Vice-President 1
3. Vice-President 2
4. General Secretary
5. Joint Secretary
6. Treasurer
7. Publication Secretary
8. Cultural Secretary
9. Sports Secretary
10. Five Executive Council Members

10. The Executive Council shall at no time consist of less than nine (9) persons.

11. A member of the executive council shall not hold any position or membership of management committee of any other organization with similar aims and object. Prior to seeking a position into the executive council of the Association the member must resign from any executive position of any other organization with similar aims and objects. Failure to resign from the management committee of any other organisation with similar aims and object shall automatically render the position vacant. In the event of vacancy, the executive council shall co-opt another person to hold the position for that year.

11A. Proceedings of Executive Council

(i) The Executive Council may meet together for the dispatch of business, adjourn and otherwise appoint and regulate its meeting as it thinks fit. The President may at any time and the General Secretary on the requisition of any two members of the Council summon a meeting of the Council.

(ii) Questions arising at any meeting of the Council shall be decided by a majority of votes of those present and a determination by a majority of the members of the Council present shall for all purposes be a determination of the Council. In the case of an equality of votes the President shall have a second or casting vote.

(iii) The continuing members of the Council may act at notwithstanding any vacancy in the Council, but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum, the continuing member or members may act for the purposes of increasing the numbers of members, which they are hereby empowered to do, or summoning a General Meeting of the Association, but for no other purpose

11B. Vacation of Office.

The office of a member of the Executive council or of a trustee shall become vacant:

(i) Upon his decease;

(ii) If he becomes a declared bankrupt or makes any arrangement or composition with his creditors generally;

(iii) If he becomes mentally ill or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

(iv) If he resigns from his office by notice in writing to the Association;

(v) If he is absent for more than six months without leave of the Executive Council from the meetings of the Executive Council held during that period;

(vi) If he ceased to become a member of the Association;

(vii) Upon a resolution being passed by a two-thirds majority of members present at a properly constituted general meeting specially called for the purpose, to remove him from office;

(viii) If he holds any office of profit under the Association;

(ix) If he is directly or indirectly interested in contract or proposed contract with the Association.

12. The President shall become the Chief Executive Officer and the sole spokesperson of the Association and shall preside over all meetings of the Association. He/She shall ensure that other office bearers are carrying out their duties to the best of their abilities and at all times endeavor to work in the furtherance of the objects of the Association.

(b) The Joint Secretary shall assist the General Secretary in all is duties and in the absence of the General Secretary shall act as the General Secretary.

15. The Treasurer shall be in charge of the funds of the Association. He/She shall be empowered to receive money on behalf of the Association and issue official receipt thereof. He/She shall maintain all accounts and make payments as sanctioned by the Executive Council. He/She shall also prepare the budget of the Association. Immediately before the General Election Meeting, he/she shall prepare a financial statement of income and expenditure of the Association for the year and submit it to the auditor appointed as per clause 41A for scrutiny and certification. A copy of this financial statement shall be made available to any member for inspection in the General Election Meeting. The Treasurer will open and maintain an account in such a bank as is approved by the Executive Council. The account shall be operated by joint signature of the Treasurer and one of the following two:

(i) President

(ii) General Secretary

16. The Publication Secretary shall be responsible for the publicity of the Association, publication of periodicals, journals, books, tracts etc., promotion of literary activities, holding of debates, symposia and lectures, and maintaining contacts with related outside bodies.

17. The Cultural Secretary shall be responsible for arranging cultural functions, get-togethers and various other gatherings of the Association.

18. The Sports Secretary shall promote and organize healthy indoor and outdoor exercises, picnic, games and sporting activities of the Association.

19. All financial members of the Association of at least 6 months standing shall be eligible for election to all positions of the Executive Council except the position of the President for which a member must be of at least two years financial standing.

20. The Executive Council shall be elected annually by the financial members and shall be eligible for re-election.

21. No person shall hold the same office in the Executive Council for more than two consecutive years.

22. No later than eight weeks following the conclusion of the financial year there shall be the annual General Election Meeting at which the Executive Council for the ensuing year shall be elected and when the annual report and audited financial statement shall be presented.

22A. Notice of Meeting: General meetings shall be called by the General Secretary with the approval of the Executive Council. The General Secretary shall give at least fourteen days notice in writing of all General Meetings to the members of the Association specifying the place, the day and the hour of meeting and the general nature of the business to be dealt with at the meeting.

23. All general Meetings shall be presided over by the existing President or Vice-President 1 or 2 as per clause 13. In the absence of both the President and the Vice-President 1 and 2 the meeting shall elect a chairman from among themselves to preside.

24. Any financial member subject to clause 21 may be elected to the executive Council on being nominated and seconded by two (2) financial members (one nominating and one seconding) present at the meeting.

25A. The election shall be held by secret ballots, in the case of more than one nomination for any position of the Executive Council. All votes shall be cast in person and not by mail or authorization.

25B. The election shall be carried out by the Returning Officer who shall be appointed by he Executive Council preferably in the first meeting or as soon as possible and who shall not be eligible for nomination to the Executive Council. The Returning Officer shall invite nominations preferably in writing from amongst the financial members of the association for election as office-bearers; nomination for each position shall be closed immediately before the election is held for that position.

25C. The newly elected Executive Council assumes office immediately after the official announcement of the results of the election, until which time the outgoing Executive Council remains in office.

26.The Executive Council meet at least once a month, but the president shall have the power to call further meetings or postpone a scheduled meeting when he thinks desirable.

27. Seven (7) shall constitute the quorum of the Executive Council.

28. If any member of the Executive Council shall be absent from three consecutive meetings without leave or without valid mason, the seat of such member shall be declared vacant. Any vacancy in the Executive Council because of this or other reasons as per clause 11B shall be filled up immediately by nomination of an additional member by the General Body within two months of the appointment.

29. A member of the Executive Council who is appointed to the Council pursuant to clause 28 above shall not be appointed for a term of one year but shall be appointed only for the balance of the year before the next ensuing General Election for the Executive Council and shall at the end re-election subject to clause 21.

30A. The quorum of the General Meeting shall be forty (40%) of the financial members. Should a quorum be not 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 thereat. If at such adjourned meeting a quorum be not present, then those members attending shall be deemed a quorum, provided, the number of such members is not less than three.

30B. At any General Meeting a resolution put to the vote of a meeting shall be determined by a simple majority of the financial members physically present in the meeting except that in Clause 42, and shall de decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or by at least three members present and except that in Clause 25A. Unless a poll is demanded a declaration by the Chairman that a resolution has on a show of hands has been carried or carried unanimously, or by a particular majority, or loss, and an entry to that effect in the book containing the minutes of the proceedings of the Association shall each be conclusive evidence or the fact without proof of the number or proportion of votes recorded in favor or against the resolution. The demand for poll may be withdrawn.

30C. If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith.

30D. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes or at which a poll is demanded shall be entitled to a second or casting vote.

30E. Each financial member present and voting at a General Meeting of the Association shall have one vote.

30F. At the Annual General Meeting there shall be submitted by the General Secretary an annual report, and by the Treasurer a statement of accounts on the Association up to 30th June of that year prepared as per clause 15.

31. The Annual General Meeting also called the General Election Meeting shall be summoned by a written notice to each financial member setting out the agenda of the meeting. Such notice shall be sent by post or delivery to each member at least 14 days before the date of the meeting.

32. A General Extra-ordinary Meeting may be called at any time by a requisition in writing, signed by at least one-third of the financial members, setting out the purpose for which such a meeting is desired. Such requisition shall be sent to the General Secretary. The Executive Council shall then cause an Extra-ordinary Meeting to be called for a date not later than three (3) weeks after receipt of the requisition.

33. Questions arising at any meeting of the Executive Council shall be determined by a simple majority of those personally present. In the case of an equality of vote, the President shall have a second and casting vote.

34. No member shall be entitled to vote at any meeting of the Executive Council unless personally present at such meeting.

35. Proceedings of the business transacted at any meeting shall be forthwith entered in the Minute Book and shall be confirmed at the succeeding meeting and signed by the President and the Secretary and so confirmed and signed shall be conclusive evidence of the matters therein set forth.

36. The mode of voting on all questions at any Executive Council meeting shall be by showing of hands unless the President consider that a ballot is necessary.

37. The income and property of the Association from whatsoever source derived shall be applied or used solely in payment of the expenses and commitments of the Association and generally in carrying out the objects and purposes and executing the rights and privileges of the Association in accordance with these rules and regulations. The funds of the Association shall not be expended except on the authority of the Executive Council and no portion of it shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever be any of profit to the members of the Association.

38. Any member may resign if he so desires, by writing to the President of the Association and clearing up all liabilities, if any, to the Association.

39. If any meeting of the General Body a list of financial members prepared by the General Secretary/Treasurer shall be made available to any member for inspection.

40. Any member of the Executive Council other then the President who desires to resign from the Executive Council may write to the President starting reasons for resignation. The Executive Council in a meeting thereon may either accept the resignation or may refer into the General Body for acceptance.

41. The Present may resign by writing to the Vice-President 1 stating the reason for resignation. The Executive Council in meeting thereon may either accept the resignation or may refer it to the General Body for acceptance.

41A. (i) All moneys received by the organization shall be deposited intact at the earliest possible date to the credit of the Association's bank account. Receipt for moneys received shall also be issued promptly.

(ii) All accounts shall be presented to for payment at any Executive Council Meeting and full details of such approvals shall be entered in the Minute book. The Council may approve the accounts either in advance or retrospectively as it thinks fit.

(iii) The Auditor or the Auditors shall be elected at the Annual General Meeting. They shall examine all accounts, vouchers, receipts, books, etc., and furnish a report thereon to the members at the Annual Meeting. Audits shall be conducted at regular intervals of not more than twelve (12) months. An Auditor shall not be a member or closely related to a member of the Executive Council.

(iv) The financial year shall conclude on the 30th day of September in each and every year.

(v) All payments in excess of $50.00 made by the Association shall be paid by cheque signed by the Treasurer and either the President or the General Secretary.

41B. The Executive Council shall cause minutes to be made

(i) Of all appointments of office-bearers and members of the council.

(ii) Of the names of the members of the Council present at all meetings of the Association and of the Council.

Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

42. These rules and regulations or any of them may be amended or rescinded or added to by a resolution passed by a two-thirds majority of members present at any Special General Body Meeting convened for the purpose. Notice of the proposed alteration or addition to the rules or regulations shall be given to each member of the association at least 14 days prior to the date of the meeting upon which the proposed alteration or addition is to be moved. Provided that the Minister of the Crown for the time being administering. The Charitable Fundraising Act, 1991, as amended, shall be notified of the amendments and such amendment shall not be effective unless the Minister has signified his approval to such amendment being made.

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

(i) Such expulsion shall not be effective unless it is confirmed by a majority of members present at a Special General Meeting of members convened to consider the expulsion. However, it shall be in the power of the Council to exclude such member from participation in the affairs of the Association until such Special General Meeting shall be held.

(ii) Such special general Meeting is held within a period of one month from the date of the decision of the Executive Council to expel the member;

(iii) At such Special Meeting the member whose expulsion is under consideration shall be allowed to offer an explanation of his conduct verbally or in writing at the option of such member;

(iv) The voting of such Special general Meeting shall be by ballot if not less than five members present there at shall so demand;

43A (i) The Association shall establish as grievance mechanism to deal with:

1. internal disputes within its membership;
2. grievances from employees; and
3. complaints made by members of the public

(ii) The grievance mechanism shall be activated only after the Executive Council notified of the existence of such disputes in writing.

(iii) Upon receipt of notification of existence of a dispute the Executive Council shall:

1. appoint a person acceptable to both parties in the dispute to negotiate and mediate to achieve an early resolution of the dispute;
2. appoint the same person or a different person to arbitrate in the matter, provided that the parties accept the person and the process;
3. refer the matter to a Community Justice Center if no resolution of dispute is achieved under (a) and (b).

44(i): The Association shall be dissolved in the event of membership less than four persons or upon the vote of three-fourths majority of members present in a special General Meeting convened to consider such question.

(ii): Upon dissolution in accordance with Clause 44 (I) the Association's net assets shall be handed over to some other organizations which:

1. have objectives similar to those of this Association; and
2. prohibit distribution of income and property among its members subject to exceptions provided under clause 47-which allow payment for services rendered by a member, payment of interest on loan extended by a member to the association, or payment of the principal amount of a loan extended to the Association by a member.

However, such a distribution shall take place only after the Association has satisfied all debts and legal liabilities - including obligations applying to any funds or property over which a charitable trust exists.

45. The General Body shall be the sole authority for the interpretation of these rules and regulations and of the by-laws and regulations which the General Body makes, and the decision of the General Body upon any question of interpretation or any matter affecting the Association and not provided for by these rules and regulations or by the by-laws and regulations made herein shall be final and conclusive.

46(a) Three trustees shall be elected from amongst the financial members of the Association of at least three years in standing , at a properly constituted General Meeting, and the term of office of a trustee shall be no more than three years from the date of election. However, outgoing trustee(s) shall be eligible .for re-election. The trustee may concurrently hold positions in the Executive Council.

46(b) All property of whatever kind belonging to the organization 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 organization and shall be responsible for the same and shall deal with and dispose of all the property of the organization whether real or personal for the time being vested in the, and the income hereof in accordance with the directions of the Management Committee provided that such directions are not in violation of the trust which the property is held.

47. The income and property of the Association, whenever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in the constitution of the Association and no portion thereof shall be paid or transferred directly or indirectly 'by way of divided, bonus, or otherwise howsoever by way of profit to the members of the Association. Provided that nothing herein shall prevent the payment, in good faith, of remuneration to any officer or employee of Association, or to any member of the Association, in return for any services actually rendered to the Association, nor to prevent the payment of interest at a rate not exceeding the rate for the time being charged by Bankers in Sydney, on money advanced by any member of the Association, or responsible and proper rent for premises demised or let by any member to the Association, but so that no member of the Council of Management or Governing Body of the Association shall be appointed to any salaried office of the Association or any office of the Association paid by fees, and that no remuneration or other benefit in money or money' s worth shall be given by the Association to any member of such Council or Governing Body except repayment of out-of-pocket expenses and interest at the rate aforesaid or money lent, or reasonable and proper rent for premises demised or let to the Association. Provided that the provision last aforesaid shall not apply to any payment to any railway, gas, electric, lighting or water company of which a member of the Council of Management or Governing Body may be a member or any other company in which such member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of such payment.

48. In this Constitution unless a contrary intention appears or the context otherwise requires:

(a) Words importing the singular number shall include the plural number and words importing the plural number shall include the singular number;

(b) Words importing the masculine gender shall include the feminine gender and words importing the feminine gender shall include the masculine gender;

(c) Words importing the neuter gender shall include the masculine and feminine genders and words importing the masculine and feminine genders shall include the neuter gender.