Cemeteries Association of South Australia Inc.

CONSTITUTION & RULES OF THE CEMETERIES & CREMATORIA ASSOCIATION OF SOUTH AUSTRALIA INCORPORATED

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1. NAME
The Association shall be known as the ‘Cemeteries & Crematoria Association of South Australia Incorporated’.

2. OBJECTS OF THE ASSOCIATION
(a) To promote the maintenance, improvement and development of cemeteries and crematoria in South Australia
(b) To provide a recommended standard code of practice for burial and cremation to be adopted by all members
(c) To recognise the historical aspect of cemeteries past and present and to encourage the formulation of responsible policies for their preservation and development
(d) To promote responsible environmental, sustainable and conservation policies
(e) To ensure that members conduct their affairs with an overriding concern for the public interest and that they be open, honest and fair in all their dealings.
(f) To provide a channel for co-operation, understanding and free exchange of information between members and like interested bodies.
(g) To advance the study of all matters associated with the management of cemeteries and crematoria, and in particular to arrange regular meetings and conferences for the purpose of reviewing regulations, reading papers, discussing subjects and reviewing material related to cemeteries.
(h) To identify and promote best practice, governance and professional standards of ethical behaviour
(h) To encourage the recognition of values relating to the emotional, spiritual, cultural and historical components of local diverse communities, including the local indigenous population
(i) To encourage research and development on any matter concerning cemeteries and crematoria
(j) To take all such lawful action as seems necessary or feasible to protect the interests of members and cemetery authorities in matters of common concern relating to the control and maintenance of cemeteries and crematoria.
(k) To improve the environment of cemeteries by promoting their care, maintenance and redevelopment and where possible to do so in co-operation with Local, State and Federal Governments and other like associations.
(l) To raise the standard and status of cemetery and crematoria management in their work thus increasing the confidence of the community.
(m) To purchase, rent, take on lease or in exchange, hire or otherwise acquire, construct, provide, make, hold, improve and maintain real and personal property of every description for the purposes of the Association or any of them or for the proper conduct and management of the affairs of the Association or for the attainment of any of its objects.
(n) To borrow or raise money upon such terms and conditions and upon such securities if any as may from time to time be determined by members at a General Meeting.
(o) To invest and deal with the moneys of the Association not immediately required in such manner as from time to time may be determined.
(p) To sell, assign, transfer, exchange, mortgage, lease, or grant options in respect of let, hire, dispose of or turn to account all or any part of the real or personal property of the Association or any estate or interest therein upon such conditions in all respects as may seem expedient.
(q) To do all such acts and things as may be incidental, subsidiary or conducive to all or any of the foregoing objects.
(r) Surplus of funds, if any, arising from the transactions of the Association shall be applied in furtherance of the Association’s objects and shall not be distributed amongst members nor shall it be an object of the Association to secure pecuniary profit to its members.

3. MEMBERSHIP
(a) Types of Members
The Association shall consists of the following classes of members:
i) Ordinary Members – being the organisations which administer the affairs of a cemetery or crematorium in South Australia
ii) Associate Members – who are natural persons actively engaged in the operation of a cemetery or a crematorium or otherwise associated with the burial, cremation or associated industries and interests in South Australia
iii) Corporate Members – being incorporated associations or trading enterprises associated with the burial or cremation industry

(b) All organisations who qualify for membership of the Association may become members by making written application to the Secretary and paying the membership subscription as determined from time to time in the manner hereinafter provided.
(c) All Members and organisations applying for membership as aforesaid shall be deemed to have subscribed to the objects of the Association.
(d) The Foundation Members of the Association are as follows:
(i) The Payneham & Dudley Park (Uniting Church in SA) Cemeteries Trust.
(ii) The City of Port Adelaide.
(iii) The City of Salisbury.
(iv) The City of Whyalla.
(v) The City of Campbelltown.
(vi) The City of Tea Tree Gully.
(vii) The Town of Gawler.
(viii) The Town of Hindmarsh.
(ix) The Town of Naracoorte.
(x) District Council of Port Elliot & Goolwa.
(xi) District Council of Light (Freeling).
(xii) District Council of East Torrens.
(xiii) District Council of Port Wakefield.
(xiv) District Council of Murray Bridge.
(xv) Church of England Cemeteries Committee.
(xvi) Lutheran Church of Australia (SA).
(xvii) Uniting Church in Australia Property Trust (SA).
(xviii) District Council of Meadows.
(e) The Members of the Association are not partners.
(f) Associate membership of the Association shall be available to:
(i) Any local church responsible for control and management of a cemetery which is not controlled by a State branch of a religious body, and
(ii) Senior management members of any cemetery or crematoria in South Australia or any other State of Australia.
(g) All persons or organisations qualified for associate membership may become associate members of the Association by making written application to the Secretary and paying such membership subscription, if any, as may be determined from time to time in the manner hereinafter provided. Associate members shall not be entitled to vote at any meeting of or hold any office in the Association.
(h) Any member may resign from membership of the Association at any time upon giving written notice of such resignation addressed and delivered to the Secretary provided that no such resignation shall take effect until all subscriptions and/or other fees due by the member in accordance with provisions of the Constitution have been paid.
(i) Life members shall be nominated by a member in recognition of their contribution to the burial and/or cremation industry in South Australia, whether retired or still active in service, and shall be considered and appointed by the Board.
(j) Corporate Members shall be persons within other industries, groups or sole individuals other than cemetery and crematoria management and/or staff who want membership of the Cemeteries & Crematoria Association of South Australia Incorporated.
(k) Corporate Membership shall be classified as Gold, Silver, Bronze or personal. Fees and benefits applying to this category of membership will be determined by the Executive Committee as appropriate from time to time. Gold Corporate Membership shall be available to any corporation, business, or any interested party who makes an application, subject to the approval of the Executive Committee.
4. RIGHTS OF MEMBERS
4.1 A Corporate Member or Associate Members shall not be entitled to vote at any meeting of or hold any office of the Association.
4.2 Any member may resign from membership of the Association at any time upon giving written notice of such resignation addressed and delivered to the Secretary, provided that no such resignation shall take effect until all subscriptions and/or other fees due by the member in accordance with the provisions of the Constitution have been paid.
4.3 Any member of the Association may inspect the records and documents of the Association by contacting the Secretary or Treasurer to arrange for that inspection.

5. OFFICERS OF THE ASSOCIATION
(a) The Board of the Association shall consist of the following officers:
• President
• Secretary
• Treasurer and
• Five (5) Board Members representing member organisations of the Association with no more than two (2) members from the same organisation holding office in any year.
(b) Election of Officers. All officers shall be elected at an Annual General Meeting. They shall hold office for two years and shall retire from office on the day of an Annual General Meeting next succeeding their appointment,, but may be re-appointed, provided that the President shall not be entitled to hold office for more than two (2) consecutive terms.
(c) Vacancies. In the event of a casual vacancy arising in respect of any elected office, the Board may appoint a replacement member to fill that office and such replacement shall hold office until the date of the next succeeding Annual General Meeting as aforesaid.
(d) A person who is an insolvent under administration must not be a member of the Board, or be in any way (whether directly or indirectly) concerned in or take part in the management of an incorporated association.
(e) A member of the Board who has any direct or indirect pecuniary interest in a contract, or proposed contract, with the Association, must, as soon as he or she becomes aware, disclose the nature and extent of his or her interest to the Board.

6. MANAGEMENT & CONTROL
(a) Board. The management of the Association shall be vested in a committee called the Board and comprising the officers of the Association. It shall have full discretionary powers to conduct the business and affairs of the Association between meetings of the membership of the Association.
(b) The Board shall determine the remuneration or emoluments if any to be paid in respect of any particular office.
(c) The Board shall meet al least once in every three months. The Secretary shall give fourteen days notice in writing of the date and place of the proposed meeting. The quorum for such a meeting shall comprise not less than three Committee Members and the Chairman or Secretary.
(d) The Association shall appoint such other committees as it may deem necessary for the carrying out of its objectives and shall prescribe their duties.

7. MEETINGS
(a) General Meetings
The Representatives of the members of the Association shall meet at least once in every year at such time and in such place as the Board shall determine.
(b) Annual General Meetings
The Annual General Meeting of the Association shall be held once in every year at such time and in such place as the Board shall determine.
(c) Special General Meetings
The President shall, upon receipt of a written request signed on behalf of at least five members and specifying the nature of the business to be discussed, call a Special General Meeting at such time and in such place as he may reasonably determine. The President shall ensure that at least fourteen days written notice of the meeting is given to all members.
(d) Quorum
Except where otherwise appears the Secretary shall be responsible to ensure that at least fourteen days written notice of every Annual, General and Special Meeting of the Association is delivered or forwarded by post to the last known address of each member of the Association which notice shall advise the time date and place of such meeting and in the case of a Special General Meeting the nature of the business to be transacted thereat.
The attendance of at least one representative of no less than seven current financial members and/or officers of the Association at any meeting of the Association shall constitute a quorum. If the quorum does not assemble and proceed to business within thirty minutes of the time fixed for commencement of the meeting then it shall stand adjourned and there shall be another meeting set for the same place time and day of the following week.

8. MEMBER REPRESENTATIVES
Each member of the Association shall appoint two representatives to act on its behalf in all things in or in connection with the business and affairs of the Association. Written notification of the names and addresses of each of the representatives shall be given by the member to the Secretary and any change in the persons appointed representatives shall similarly be advised in writing.

9. ASSOCIATION OFFICE
The office of the Association shall be located at the office of the Secretary or Treasurer, as determined by the Board, for the time being.

10. VOTING
(a) At all meetings of the Association, the President, Secretary mad Treasurer shall have a deliberative vote and in the event of there being an equality of votes cast in respect of any matter the President shall also have a casting vote.
(b) Except as is otherwise provided for the majority in numbers of the representatives physically present at any meeting of the members shall decide and determine all questions, matters and things that may be discussed or considered at such meeting.

11. ALTERATION OF THE RULES
(a) Provided that at least two months written notice of any proposed alteration to the rules of the Association is given the members may at any Annual General Meeting or Special General Meeting make such alterations or additions to the rules as they may from time to time determine.
(b) Any proposed alteration of the rules shall not be carried unless supported by an absolute majority of the members of the Association present at the Annual General Meeting.

12. INTERPRETATION OF THE RULES
The Board shall be the sole authority for the interpretation of these Rules, and of any Regulation or By-Law made there under and the decision of the Management Committee upon any question of interpretation or upon any matter affecting the Association and not provided for by these Rules or by the Regulations or By-Laws made there under shall be final and binding upon the members. All Rules regulating the activities of the Association shall be construed subject to any legislation affecting the same and for the time being in force in South Australia.

13. FINANCES
(a) Accounts
The Treasurer shall cause proper books of account to be kept recording a true account of the financial transactions of the Association and of all receipts and expenditure and the assets, credits and liabilities of the Association.
(b) Cheques
Cheques drawn on behalf of the Association shall be signed by any member of the Management Committee authorised to do so and countersigned by the Secretary or Treasurer or other person appointed on his behalf.
(c) Monies
All moneys shall be credited to the account of the Association without delay in such bank as the Association may from time to time determine.
(d) Subscriptions
The subscriptions payable for membership of the Association shall be determined by the Annual General Meeting.
(e) Audit
The books of account shall be audited annually by an auditor appointed by the Annual General Meeting.

14. SIGNATORIES
Signatories of the Association shall be the President and the Secretary or Treasurer.

15. SEAL & SEAL HOLDERS
The Seal Holders of the Association shall be the Chairman and Secretary/Treasurer for the time being. The seal of the Association shall only be affixed to any instrument by authority of the Management Committee, and in the presence of one of the seal holders who shall countersign every instrument to which the seal is affixed.

16. PUBLIC OFFICER
For the purposes of the Associations Incorporation Act 1956-1965 as amended the Secretary for the time being shall be the Public Officer of the Association.

17. DISSOLUTION
The Association shall not be dissolved except by resolution of a General Meeting of the Association specially convened for the purpose and for resolution carried by 80% of the votes cast on behalf of the members of the Association. If any property whatsoever remains after satisfaction of all debts and liabilities of the Association the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other institution or institutions having objects similar or in parts similar to the object of the Association and which shall also prohibit the distribution of its or their property among its or their members such institution or institutions to be determined by the members of the Association at or immediately prior to the time of dissolution or in default thereof by such Court as may have or acquire jurisdiction in the matter.

18. BY-LAWS
The Board shall have power to make repeal and amend such By-Laws and Regulations as it may from time to time consider necessary for the proper functioning of the Association and in particular but without limiting the generality of the foregoing may regulate the procedure to be adopted at meetings of the Association and specify the duties of officers of the Association.

19. REGISTER OF MEMBERS
(i) The Secretary shall keep a Register of Members containing the name and address of each member and associate member of the Association.
(ii) Notices required by these Rules to be served or given to members may be served personally upon a member’s appointed representative or by delivering or sending them by prepaid post to the address of the member appearing in the Register of Members.
(iii) It shall be the duty of each member and associate member to advise the Secretary of any change of address and he shall forthwith amend the Register of Members accordingly.

20. DEFINITIONS
“Member” or “Members” except where is otherwise designated refer to full members of the Association as distinct from Associate members.