(Adopted at a Special General Meeting on 28 May 2015)

1. Title

The association shall be known as the “Hovells Creek Landcare Group” [hereafter referred to as HCLG].

The properties on which the members of the Hovells Creek Landcare Group live and work are generally bounded by the Lachlan River and Wyangala Dam to the north and east, the Boorowa River catchment to the west and the Reids Flat road to the south in the central west region of New South Wales.


2. Membership

Any person or family in the community declaring an interest in the objectives of HCLG and living in or occupying land in or adjacent to the Hovells Creek area may, upon application and payment of the membership fee, become a member of HCLG. Membership runs from one AGM to the next (effectively covering a calendar year) and membership fees are payable within three months of the AGM.

Membership fees are levied and apply on a per family basis, and cover all members of a family. Each family member over the age of 18 is, however, eligible to be a voting member in their own right and eligible for election to executive positions.

A member of HCLG may resign by giving to an Executive Committee member written or oral notice of at least one month of their intention to resign. On the expiration of the period of notice the member ceases their membership. The membership secretary shall keep a record of the date of effect of any such resignation(s).


3. Objectives

The key objectives of HCLG are to:
i. Encourage and facilitate individuals in the Hovells Creek area to work together to protect, restore and sustainably manage the natural environment and productivity of the Hovells Creek area;
ii. Support a sense of community between landholders in the Hovells Creek area; and
iii. Provide a forum in which Hovells Creek landholders can share ideas and jointly plan and implement projects and actions relevant to its overall goal of protecting, restoring and sustainably managing the natural environment and productivity of the Hovells Creek area.

HCLG is committed to an inclusive approach to all landowners, whether they are primarily commercial or non-commercial in their orientation.


4. Management

The day to day management of HCLG shall be vested in a committee known as the executive committee.


(a) Executive Committee

The executive committee shall comprise at least four members and may also include one or more ordinary committee members, the number of which are to be determined by the executive committee in consultation with members:

i. Chair
ii Vice-Chair
iii. Secretary
iv. Treasurer and Membership Secretary
v. Ordinary Committee Member(s)


(b) Election

i. The executive committee shall be elected at the Annual General Meeting (AGM) of HCLG and hold office for the ensuing year.
ii. If an office becomes vacant the remaining members of the Executive may appoint a member to that office, to be approved at the next general meeting, or call for nominations from


(c) Public Officer

The AGM shall elect a Public Officer who is responsible for being the HCLG’s official point of contact with the NSW Office of Fair Trading and other Regulatory bodies and is one of the authorised
signatories, although not necessarily on the bank accounts.


5. Executive Committee Meetings

Meetings of the executive committee shall be held as required so as to facilitate the better management of HCLG.

Members of HCLG may be invited to attend these meetings and may be invited to vote on business.

The Chair shall preside as Chairman of HCLG or in his/her absence the Vice-Chair or in his/her absence as decided by the members present at the meeting.

These meetings may discuss any matter the executive committee deems fit but the executive may not distribute benefits (financial or material) without input from ordinary members, unless funding deadlines make this impractical. Members will be advised of matters discussed at the next general meeting.


6. General Meetings and Other Meetings

General meetings of HCLG will usually be held bi-monthly or as determined by the executive committee in consultation with members.

Other meetings and/or activities such as working bees, educational meetings, workshops etc shall be held as required.


7. Annual General Meeting (AGM)

The AGM of members shall be held within the months of November or December.

The Secretary must give members at least 30 days notice of the date fixed for holding the AGM.

The business of the AGM shall include:
(a) confirm the minutes of the preceding AGM;
(b) receive from the executive committee a report on the activities of the association during the preceding year;
(c) receive and consider the annual financial statement; and
(d) elect office bearers of the association and any ordinary executive committee members;
(e) any other business


8. Special General Meetings

The committee may, whenever it thinks fit, convene a special general meeting.

The committee must, on requisition in writing of at least four members, convene a special general meeting. Alternatively the Executive Committee may determine that a Special General Meeting should be held for any reason its judges necessary.

A requisition of members for a special general meeting must:
(a) state the purpose of the meeting,
(b) be signed by members making the requisition, and
(c) be lodged with the secretary.

No business other than that specified in the notice convening a special general meeting is to be transacted at the meeting, unless the meeting coincides with a regular scheduled general meeting.

The executive committee must give at least 30 days notice of the holding of a special general meeting.


9. Quorum for Meetings

At executive committee meetings a minimum of 3 committee members shall form a quorum for the meeting. Meetings may be held by teleconference, email or other electronic means.

At general meetings, the AGM and special general meetings, a minimum of 5 members shall form a quorum for the meeting, and no item of business shall be transacted unless a quorum is present during the time the meeting is considering the item.


10. Voting

A consensus approach to decision making is encouraged.

When voting formally, each family member of 18 years of age or older has one vote only and votes may only be given personally and not by proxy.

The Chair may exercise a deliberate and casting vote where a deadlock in voting arises.


11. Postal/Email Ballots

The association may hold a postal/email ballot to determine any issue or proposal, other than relating to an appeal of a disciplinary matter.


12. Sources of Funds

The funds of the association are to be derived from annual subscriptions of members; donations; grants from government or non-government bodies; or such other sources as the executive committee determines.


13. Finance Records

A true and accurate financial record shall be kept by the Treasurer for monies received and expended by HCLG.

The financial records shall be open to inspection by the members, subject to reasonable practical restrictions.


14. Bank Accounts and Funds Management

HCLG shall hold a bank account(s) in a financial institution(s) as determined by the executive committee into which all monies received shall be paid as soon as possible, with an appropriate receipt being issued.

No cheques or cash shall be drawn on the accounts except for payment of expenditure which has been previously authorised by the executive committee.

Payments shall be authorised by two members of the executive committee, always provided that the two members are not from the same family.


15. Subscriptions

The amount of annual subscription for the following year shall be as determined by members at the annual general meeting preceding that year.


16. Financial Year

The financial year of HCLG shall be from the first of July to the thirtieth of June of the following year.


17. Custody and Inspection of Books and Project Documentation

Members of the executive committee must keep under their custody or control all records, books and other documents relating to the association, including keeping a record of HCLG’s activities and programs.

All records, books, project documentation and other financial documents of the association; a copy of this constitution; and minutes of all committee meetings and general meeting of the association, must be open for inspection by members, subject to practicable arrangements being made for access at a reasonable hour.


18. Amendments

The constitution may be amended only at AGMs or Special General Meetings and only upon 30 days notice being given to all financial members and must be approved by at least 75% of all those members present.


19. Non Profit Group

The assets and income of HCLG shall be applied solely in furtherance of its above mentioned objectives and no portion shall be distributed directly or indirectly to the members of HCLG except as grants towards the purchase by the member of materials/services for a HCLG project or as bona fide compensation for expenses incurred on behalf of HCLG and authorised by the Executive prior to their having been incurred.


20. Resolution of Disputes

Disputes between HCLG members, or between a member(s) and HCLG, and which the Executive Committee or members have not been able to resolve, are to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983.

If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre the dispute is to be referred to arbitration under the provisions of the Commercial Arbitration Act 1984.


21. Disciplining of Members

Any person may lodge a complaint with the executive committee to the effect that a member has acted contrary to the provisions of the constitution or has acted in a manner prejudicial to the interests of the HCLG.

The executive committee may refuse to deal with the complaint if it considers it is trivial or vexatious.

However, a complainant is able to raise the matter at the next general meeting if he/she feels that he/she has not been given a fair hearing. If the complaint relates to funds or other member benefits, relevant documentary evidence must be produced. A complaint relating to a member of the executive committee cannot be dismissed as trivial or vexatious.

If the executive committee decides to deal with the complaint then it must ensure that the member is made aware of the complaint; is given adequate opportunity to respond to the complaint; and must take into consideration the member’s response.

The executive committee may expel or suspend the member if it feels the facts warrant that. However, the member must then be given the opportunity to appeal to a Special General Meeting, with members present taking a secret ballot on whether to confirm or revoke the member’s expulsion or suspension.


22. Dissolution

A motion to dissolve HCLG may only be taken at a special general meeting which all financial members must have been notified of and only upon 75% of the members present approving of the dissolution. In the event of a dissolution of HCLG any assets shall, on the decision of the special general meeting, be transferred to a like group or association having similar objectives and which is a non-profit Landcare organisation exempt from income tax under Section 23 of the Income Tax Assessment Act.

In the event of HCLG being wound up:
(i) every member of HCLG, and
(ii) every person over 18 years of age who, within the period of twelve months immediately preceding the commencement of the winding up, was a member of HCLG, is liable to contribute to the assets of HCLG for payment of the debts or liabilities of HCLG and for the costs, charges and expenses of the winding up and for the adjustment of the rights of the contributories among themselves such sum, not exceeding $10.00, as may be required, but a former member is not liable to contribute in respect of any debt or liability of the Group contracted after he/she ceased to be a member.