CLUG Constitution

(a) the person is a person mentioned in the Act, section 21 (2) (a) or (b) and has not ceased to be a member of the association at any time after incorporation of the association under the Act; or

(b) the person — 

(i) has applied for membership in accordance with section 3 (1); and

(ii) has been approved for membership of the association by the committee of the association; and

(iii) supports the objects of the association; and

(iv) is a natural person.

(1) The membership of the association consists of members and any associate members provided for in subsection (2).

(2) From 1 July 2021, classes of associate membership are — 

(a) junior membership; and

(b) any class of associate membership established by resolution passed at a general meeting, including life membership and honorary membership.

(3) From 1 July 2021, a natural person who has not reached the age of 18 years is only eligible to be an associate member.

(4) A person can only be a member or belong to one class of associate membership.

(5) The number of members or associate members is not limited unless otherwise approved by special resolution at a general meeting.

(1) To become a member of the association, a person must — 

(a) lodge a written application for membership (including by email or other electronic means), in a form determined by the committee from time to time; and

(b) pay to the association the sum payable as the entrance fee and the first year’s annual subscription fee; and

(c) have their application approved by the committee.

(2) The committee must consider each application for membership of the association and decide whether to accept or reject the application.

(3) If the committee rejects an application for membership, the applicant is entitled to be refunded from the association any sum paid as the entrance fee and the first year’s annual subscription.

(4) The secretary must, upon satisfaction of subsection (1), enter the applicant’s name in the register of members and, on the name being so entered, the applicant becomes a member of the association.

(1) The secretary or, in the secretary’s absence a committee member the committee has authorised for this purpose, must establish and maintain a register of members of the association (whether in written or electronic form) as required under the Act.

(2) If a member requests that any information contained on the register (other than the member’s name) not be available for inspection, that information must not be made available for inspection.

(3) ***

(4) A member must not use information about a person obtained from the register to contact or send material to the person, other than for — 

(a) the purpose of sending the person a newsletter, a notice in respect of a meeting or other event relating to the association or material relating to the association; or

(b) any other purpose necessary to comply with a requirement of the Act.

(5) Pursuant to section 67A of the Act, a member may apply to inspect the register of members and the committee must determine whether or not to make the register of members available for inspection by the member.

(1) A member of the association who is entitled to vote has the right — 

(a) to receive notice of general meetings and proposed special resolutions in the manner and time prescribed in these rules and the Act; and

(b) to submit items of business for consideration at a general meeting; and

(c) to attend and participate at general meetings; and

(d) to have access to documents of the association as provided for in section 36 of these rules or the Act.

(2) A member of the association is entitled to vote if — 

(a) the member is a member other than an associate member; and

(b) more than 10 business days have passed since the person became a member of the association; and

(c) the member’s membership rights are not suspended for any reason.

(3) Associate members must not vote but may have other rights, subject to these rules and the Act, as determined by the committee or by resolution at a general meeting.

(a) cannot be transferred or transmitted to another person; and

(b) terminates on cessation of the person’s membership.

(a) dies; or

(b) resigns from membership of the association; or

(c) is expelled from the association; or

(d) fails to renew membership of the association.

(1) A member may resign from the association by giving written notice (including by email or other electronic means) of resignation to the association.

(2) The resignation takes effect at — 

(a) the time the notice is received by the association; or

(b) if a later time, not exceeding 28 days, is stated in the notice — the later time.

(2A) A member is taken to have resigned if the member’s annual subscription fee is more than 12 months in arrears.

(2B) Where no annual subscription fee is payable and — 

(a) the secretary or president has made a written request to the member to confirm that the person wishes to remain a member; and

(b) the member has not, within 3 months after receiving that request, confirmed that he or she wishes to remain a member — 

— the member is taken to have resigned.

(3) If a person ceases to be a member, the secretary must make an appropriate entry in the register of members recording the date the member ceased to be a member.

(1) The committee must determine the entrance fee (if any) and the annual subscription fee (if any) to be paid for membership of the association for each financial year.

(2) The fees determined in subsection (1) may be different for different classes of membership.

(3) A person must pay the annual subscription fee to the treasurer, or another person authorised by the committee to accept payments, by the due date determined by the committee.

(4) The committee may determine that any new member who joins after the start of a financial year must, for that financial year, pay a fee equal to — 

(a) the full annual subscription; or

(b) a pro rata annual subscription based on the remaining part of the financial year; or

(c) another amount as determined by the committee.

(5) The rights of a member (including the right to vote in person or by proxy) who has not paid the annual subscription fee by the due date are suspended until the subscription is paid.

(1) If the committee is of the opinion that a member — 

(a) has persistently refused or neglected to comply with a provision of these rules; or

(b) has persistently and wilfully acted in a manner prejudicial to the interests of the association;

the committee may, by resolution — 

(c) expel the member from the association; or

(d) suspend the member from the rights and privileges of membership of the association that the committee may decide for a specified period.

(1A) The committee may terminate a member’s membership if the member is convicted of an indictable offence.

(2) A resolution of the committee under subsection (1) is of no effect unless the committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under subsection (3), confirms the resolution in accordance with this section.

(3) If the committee passes a resolution under subsection (1), the secretary must, as soon as practicable, serve a written notice on the member — 

(a) setting out the resolution of the committee and the grounds on which it is based; and

(b) stating that the member may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice; and

(c) stating the date, place and time of that meeting; and

(d) informing the member that the member may do either or both of the following:

(i) attend and speak at that meeting;

(ii) submit to the committee at or before the date of that meeting written representations relating to the resolution.

(4) Subject to the Act, section 50, at a meeting of the committee mentioned in subsection (2), the committee must — 

(a) give to the member mentioned in subsection (1) an opportunity to make oral representations; and

(b) give due consideration to any written representations submitted to the committee by that member at or before the meeting; and

(c) by resolution decide whether to confirm or to revoke the resolution of the committee made under subsection (1).

(5) If the committee confirms a resolution under subsection (4), the secretary must, within 7 days after that confirmation, by written notice inform the member of that confirmation and of the member’s right of appeal under section 10.

(6) A resolution confirmed by the committee under subsection (4) does not take effect — 

(a) until the end of the period within which the member is entitled to appeal against the resolution if the member does not exercise the right of appeal within that period; or

(b) if within that period the member exercises the right of appeal — unless and until the association confirms the resolution in accordance with section 10 (4).

(1) A member may appeal to the association in general meeting against a resolution of the committee that is confirmed under section 9 (4), within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.

(2) On receipt of a notice under subsection (1), the secretary must notify the committee which must call a general meeting of the association to be held within 21 days after the date when the secretary received the notice or as soon as possible after that date.

(3) Subject to the Act, section 50, at a general meeting of the association called under subsection (2) — 

(a) no business other than the question of the appeal may be transacted; and

(b) the committee and the member must be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and

(c) the members present must vote by secret ballot on the question of whether the resolution made under section 9 (4) should be confirmed or revoked.

(4) If the meeting passes a special resolution in favour of the confirmation of the resolution made under section 9 (4), that resolution is confirmed.

(a) controls and manages the affairs, property and funds of the association; and

(b) may exercise all functions that may be exercised by the association other than those functions that are required by these rules to be exercised by the association in general meeting; and

(c) has power to perform all acts and do all things that appear to the committee to be necessary or desirable for the proper management of the affairs of the association.

(1) The committee consists of — 

(a) the office-bearers of the association; and

(b) a minimum of 3 ordinary committee members;

— each of whom must be elected under section 13 or appointed in accordance with subsection (4).

(1A) At the annual general meeting, the association may determine by resolution the number of ordinary committee members to hold office, being not less than 3 but not more than 8 ordinary members.

(2) The office-bearers of the association are — 

(a) the president; and

(b) the vice-president; and

(c) the treasurer; and

(d) the secretary; and

(e) the assets manager; and

(f) the Lego User Group (LUG) Ambassador.

(3) Each member of the committee holds office, subject to these rules, until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

(4) If there is a vacancy in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed holds office, subject to these rules, until the conclusion of the next annual general meeting after the date of the appointment.

(5) If there are fewer committee members than required for a quorum under section 18 of these rules, the committee may only act for the purpose of — 

(a) appointing committee members; or

(b) convening a general meeting.

(1) Nominations of candidates for election (the candidate) as office-bearers of the association or as ordinary committee members — 

(a) must be made with the consent of the candidate; and

(b) must be made in writing prior to the annual general meeting; and

(c) sent to the secretary (including by email or other electronic means), by a date not less than 7 days prior to the annual general meeting, in a form determined by the committee from time to time.

(1A) An association member is eligible to be elected or appointed to the committee if the member — 

(a) is aged 18 years or older; and

(b) is entitled to vote at the annual general meeting.

(1B) The committee must ensure that, before a candidate is elected or appointed to the committee, the candidate is advised — 

(a) whether or not the association has public liability insurance; and

(b) if the association has public liability insurance — the amount of the insurance.

(2) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations may be received at the annual general meeting.

(3) If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be vacancies.

(4) If the number of nominations received is equal to the number of vacancies to be filled, the people nominated are taken to be elected.

(5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot must be held.

(5A) A list of candidate names, in alphabetical order, must be conspicuously displayed at the location of the annual general meeting immediately prior to the commencement of the annual general meeting.

(6) The ballot for the election of office-bearers and ordinary committee members must be conducted at the annual general meeting in the way the committee may direct.

(7) A person is not eligible to simultaneously hold more than 1 position on the committee.

(8) On the member’s election, the new president may take over as the presiding member for the remainder of the annual general meeting.

(1) The secretary of the association must, as soon as practicable after being appointed as secretary, notify the association of his or her address.

(2) The secretary must keep minutes of — 

(a) all elections and appointments of office-bearers and ordinary committee members; and

(b) the names of members of the committee present at a committee meeting or a general meeting; and

(c) all proceedings at committee meetings and general meetings.

(3) Minutes of proceedings at a meeting must be signed by the person presiding at the meeting or by the person presiding at the next succeeding meeting.

(1) The treasurer of the association must — 

(a) collect and receive all amounts owing to the association and make all payments authorised by the association; and

(b) keep correct accounts and books showing the financial affairs of the association with full details of all receipts and expenditure connected with the activities of the association.

(a) dies; or

(b) ceases to be a member of the association; or

(c) resigns the office; or

(d) is removed from office under section 17 (Removal of committee members); or

(e) suffers from mental or physical incapacity; or

(f) is disqualified from office under the Act, section 63 or section 63B; or

(g) is subject to a disqualification order under the Act, section 63A; or

(h) is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.

(1) The committee must meet at least 4 times in each calendar year.

(2) The date, time and place of meetings of the committee may be determined by — 

(a) instruction of the president or, if the president is incapacitated, by instruction of the vice-president; or

(b) instruction of a quorum of the committee; or

(c) resolution of the committee.

(3) Committee members must receive notice (including by email or other electronic means) of the date, time and place of a committee meeting and the business expected to be transacted at the meeting.

(5) Any 4 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.

(6) No business may be transacted by the committee unless a quorum is present and, if within half an hour after the time appointed for the meeting a quorum is not present, the presiding member must dissolve the meeting.

(7) At meetings of the committee — 

(a) the president or, in the absence of the president, the vice-president presides; or

(b) if the president and the vice-president are not present within 15 minutes of the time fixed for the committee meeting — 1 of the remaining members of the committee may be chosen by the members present to preside.

(8) The committee may hold meetings, or permit a committee member to take part in meetings, by using technology that reasonably allows the member to hear and take part in discussions as they happen.

(9) A committee member participating in a committee meeting permitted under subsection (9) is taken to be present at the meeting and, if the member votes, is taken to have voted in person.

(10) The committee may permit association members to attend committee meetings.

(1) Questions arising at a meeting of the committee are decided by a majority of the votes of members of the committee present at the meeting.

(2) Each member present at a meeting of the committee (including the person presiding at the meeting) is entitled to 1 vote but, if the votes on any question are equal, the person presiding may exercise a second or casting vote.

(1) With the exception of the first annual general meeting of the association, the association must, at least once in each calendar year and within 5 months after the end of each financial year of the association, call an annual general meeting of its members.

(2) The association must hold its first annual general meeting — 

(a) within 18 months after its incorporation under the Act; and

(b) within 5 months after the end of the first financial year of the association.

(3) Subsections (1) and (2) have effect subject to the powers of the registrar-general under the Act, section 120 in relation to extensions of time.

(1) The annual general meeting of the association must, subject to the Act, be called on the date and at the place and time that the committee considers appropriate.

(2) In addition to any other business that may be transacted at an annual general meeting, the business of an annual general meeting is — 

(a) to confirm the minutes of the last annual general meeting and of any general meeting held since that meeting; and

(b) to receive from the committee reports on the activities of the association during the last financial year; and

(c) to elect members of the committee, including office-bearers; and

(ca) if required, to determine the number of ordinary members of the committee to hold office, being not less than 3 but not more than 8 ordinary members, until the conclusion of the next annual general meeting; and

(d) to receive and consider the statement of accounts and the reports that are required to be submitted to members under the Act, section 73 (1).

(3) An annual general meeting must be specified as such in the notice calling it in accordance with section 24 (Notice).

(4) An annual general meeting must be conducted in accordance with the provisions of this part.

(1) The committee may, whenever it considers appropriate, call a general meeting of the association.

(2) The committee must, on the requisition in writing of not less than 5% of the total number of members, call a general meeting of the association.

(3) A requisition of members for a general meeting — 

(a) must state the purpose or purposes of the meeting; and

(b) must be signed by the members making the requisition; and

(c) must be lodged with the secretary; and

(d) may consist of several documents in a similar form, each signed by 1 or more of the members making the requisition.

(4) If the committee fails to call a general meeting within 1 month after the date when a requisition of members for the meeting is lodged with the secretary, any 1 or more of the members who made the requisition may call a general meeting to be held not later than 3 months after that date.

(5) A general meeting called by a member or members mentioned in subsection (4) must be called as nearly as is practicable in the same way as general meetings are called by the committee and any member who thereby incurs expense is entitled to be reimbursed by the association for any reasonable expense so incurred.

(1) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary or president must, at least 14 days before the date fixed for the holding of the general meeting, give written notice (including by email or other electronic means) to each member specifying the place, date and time of the meeting and the general nature of the business proposed to be transacted at the meeting.

(2) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary or president must, at least 21 days before the date fixed for the holding of the general meeting, send notice to each member in the way provided in subsection (1) specifying, in addition to the matter required under that subsection, the intention to propose the resolution as a special resolution.

(3) No business other than that specified in the notice calling a general meeting may be transacted at the meeting except, for an annual general meeting, business that may be transacted under section 22 (2).

(4) A member desiring to bring any business before a general meeting may give written notice of that business to the secretary or president who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.

(5) A general meeting is not invalid only because a member did not receive a notice of meeting.

(1) No item of business may be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.

(2) Five members present in person (who are entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

(3) If within 30 minutes after the appointed time for the start of a general meeting a quorum is not present, the meeting if called on the requisition of members is dissolved and in any other case stands adjourned to the same day in the following week at the same time and (unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

(4) If at the adjourned meeting a quorum is not present within 30 minutes after the time appointed for the start of the meeting, the members present (being not less than 3) constitute a quorum.

(1) The president, or in the absence of the president, the vice-president, presides at each general meeting of the association.

(2) If the president and the vice-president are not present within 15 minutes of the time fixed for a general meeting, the members present must elect 1 of their number to preside at the meeting.

(1) The person presiding at a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(2) If a general meeting is adjourned for 14 days or more, the secretary or president must give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(3) Except as provided in subsections (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

(1) A question arising at a general meeting of the association is to be decided on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

(2) At a general meeting of the association, a poll may be demanded by the person presiding or by not less than 3 members present in person or by proxy at the meeting.

(3) If the poll is demanded at a general meeting, the poll must be taken — 

(a) immediately if the poll relates to the election of the person to preside at the meeting or to the question of an adjournment; or

(b) in any other case — in the way and at the time before the close of the meeting that the person presiding directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

(1) Subject to subsection (3), on any question arising at a general meeting of the association a member has 1 vote only.

(2) All votes must be given personally or by proxy but no member may hold more than 2 proxies.

(3) If the votes on a question at a general meeting are equal, the person presiding is entitled to exercise a second or casting vote.

(1) Each member is entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting for which the proxy is appointed.

(2) An instrument appointing a proxy must be in writing and be in the following or similar form — 

(3) Unless otherwise instructed by the appointer, the proxy may vote as the proxy considers appropriate.

(4) If a member wants a proxy to vote for or against a resolution, the instrument appointing the proxy must be in the following or similar form — 

(1) The funds of the association must be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting and subject to the Act, section 114, any other sources that the committee decides.

(2) All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank account.

(3) If requested, the association must, as soon as practicable after receiving any money, issue an appropriate receipt.

(1) Subject to any resolution passed by the association in general meeting, the funds of the association must be used for the objects of the association in the way that the committee decides.

(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the association, being members of the committee or employees authorised to do so by the committee.

(3) All electronic funds transfers from the association’s account must be authorised by the treasurer or, in the treasurer’s absence, a committee member the committee has authorised for this purpose.

(4) Association funds must not be drawn from the association’s bank account or expended without approval by the committee.

(5) Until otherwise provided by a resolution passed at a general meeting of the association, a payment by the association of $50 or more must be made by cheque or electronic funds transfer.

(1) The common seal of the association must be kept in the custody of the secretary.

(2) The common seal must not be attached to any instrument except by the authority of the committee and the attaching of the common seal must be attested by the signatures either of 2 members of the committee or of 1 member of the committee and of the secretary.

(1) At the first general meeting of the association, the association must pass a special resolution nominating — 

(a) another association for the Act, section 92 (1) (a); or

(b) a fund, authority or institution for the Act, section 92 (1) (b);

in which it is to vest its surplus property in the event of the dissolution or winding up of the association.

(2) An association nominated under subsection (1) (a) must fulfil the requirements specified in the Act, section 92 (2).