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The Naval Association

of Australia

THE RANEL ASSOCIATION

(ABN 36 243 069 263)

STATEMENT OF OBJECTS AND RULES

(as adopted 31 October 1998 and amended)

1. The name of the Association is “RANEL ASSOCIATION”, herein after called “The Association”.

OBJECTS

2. (1) The objects of the Association shall be:

(a) To facilitate interaction between members for pursuit of common interests.

(b) To encourage and undertake the collection, recording and preservation of material of all descriptions pertaining to the history of RANEL.

(c) To encourage and support the establishment of a Naval Museum which could provide, inter alia, for the safe keeping of RANEL memorabilia as in (b) above.

(d) To encourage the writing of an history of RANEL.

(e) To participate in providing a permanent memorial of Naval activities carried out at Rushcutters Bay during the 20^th century.

(2) The assets and income of the Association shall be applied solely in furtherance of the above-mentioned objects and no portion shall be distributed directly or indirectly to the members of the Association except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

DEFINITIONS

3. In these Objects and Rules, unless the contrary intention appears:

“RANEL” means the RAN Experimental Laboratory subsequently renamed the RAN Research Laboratory (RANRL).

“Committee” means the Committee of Management of the Association referred to in Rule 11.

“Financial Year” means the year ending on 30 June.

“Member” means a person whose particulars are recorded in the Register of members and also is financial.

“Ordinary Member of the Committee” means a member of the Committee who is not an officer of the Association.

“Special Resolution” means a resolution passed by at least three-quarters of the members voting at a general meeting.

“Secretary” means the Honorary Secretary of the Association.

MEMBERSHIP

4. Qualifications

(1) Membership of the Association is open to all former employees of RANEL, to all Naval personnel appointed for duty with RANEL and to such persons who have had some other involvement with RANEL and other Defence Scientific establishments.

(2) The Committee may approve membership for any other person who subscribes to the objects of the Association.

5. Applications

(1) An application for membership shall be made in writing addressed to the Secretary of the Association.

(2) As soon as practical after receiving an application the Secretary shall refer the application to the Membership Secretary.

(3) The Membership Secretary shall:

(a)                check the qualifications of the applicant

(b)               refer the application to the Committee

(c)                advise the applicant of the decision of the Committee and, if appropriate, request the applicant to pay the subscription in Rule 9 and

(d)               on receipt of the subscription enter the applicant’s name in the register of members.

(4)        On entry of the applicant’s name in the register of members that person

becomes a member.

6. Cessation of Membership

A person ceases to be a member of the Association if the person:

(a) dies;

(b) resigns that membership, or

7. Resignation of Membership

(1) A person who wishes to resign should advise the Secretary in writing giving such notice as is appropriate.

(2) On the expiration of that period or notice the member ceases to be a member and the Membership secretary shall record the fact in the register of members.

8. Register of Members

The Membership secretary shall establish and maintain a register of members specifying the name and address of each member and the date on which the person became a member.

9. Fees and Subscriptions

(1) Upon approval of an application for membership the applicant must pay within 28 days of receiving notice the annual subscription, or such proportion as the Committee decides, for the financial year.

(2) The Committee may adjust an entry subscription to take account of the period of the financial year remaining.

(3) The annual subscription for members shall be determined at each Annual General Meeting.

(4) Except as required by sub-rule (2) above, the subscription shall be due and payable on July 1 each year.

(5) Where a member is three months or more in arrears the facts shall be reported to the Committee by the Membership Secretary for decision as to the action to be taken.

(6) A member may, at his election, pay to the Association an amount equal to ten annual subscriptions a the rate current for the year of payment. Upon making such a payment the member shall not be liable for further subscriptions and shall be known as a Life Member.

10. Honorary Life Membership

Honorary Life Membership may be conferred on such persons of eminence, achievement or distinction as decided by the Committee and confirmed at a following General Meeting.

THE COMMITTEE

11. Constitution and Membership

(1) The Committee is to consist of:

(a) the office bearers of the Association, and

(b) two ordinary members.

(2) The office bearers are to be:

(a) the President;

(b) two Vice-Presidents, one of whom may be a member or retired member of the RAN;

(d) the Secretary; and

(e) the Membership Secretary.

(3) Each member of the Committee is, subject to these Rules, to hold office until the conclusion of the Annual General Meeting following the date of his election, but is eligible for re-election.

(4) In the event of a casual vacancy occurring the Committee may appoint a member to fill the vacancy for the remainder of the term.

12. Powers of the Committee

Subject to these Rules and to any resolution passed by the Association in general meeting the Committee:

(a) is to control and manage the affairs of the Association;

(b) may exercise all such functions as may be exercised by the Association other than those functions required by these Rules to be exercised by a general meeting; and

(c) has powers to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the management of the Association.

13. Election of Members of the Committee

(1) Nominations of candidates for election as office-bearers of the Association or as Ordinary Members of the Committee

(a) must be made in writing, signed by two members and accompanied by the written consent of the candidate; and

(b) must be delivered to the Secretary at least seven days before the date fixed for the Annual General Meeting at which the election is to take place.

(2) If insufficient nominations are received to fill all the vacancies the candidates nominated are taken to be elected and further nominations are to be received at the Annual General Meeting.

(3) If insufficient further nominations are received any vacant positions remaining are taken to be casual vacancies.

(4) If the number of nominations received exceeds the number of vacancies to be filled a ballot is to be held.

(5) The ballot for the election of office bearers and ordinary members is to be conducted at the Annual General Meeting in such usual and proper manner as the Committee may decide.

14. Casual Vacancies

For the purposes of these Rules, a casual vacancy in the office of a member of the Committee occurs if the member:

(a) dies; or

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

(d) becomes an insolvent under administration within the meaning of the Corporations Laws; or

(e) becomes a mentally incapacitated person.

15. Meetings and Quorum

(1) The Committee must meet at least once in each period of 12 months at such place and time as the Committee may determine.

(2) Oral or written notice of a meeting of the Committee must be given by the Secretary to each member of the Committee at least seven days (or such other period as may be unanimously agreed on by the members of the Committee) before the time appointed for the holding of the meeting.

(3) Any three members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

(4) No business is to be transacted by the Committee unless a quorum is present.

(5) Questions arising are determined by a majority of the Committee with the Chairman exercising a second vote in the case of an equality of votes.

(6) At a meeting of the Committee the President or, in the absence of the President, a Vice President shall preside.

GENERAL MEETINGS

16. Annual General Meetings

(1) The Association must at least once in each calendar year and within the period of six months after the expiration of the financial year convene an Annual General Meeting of its members.

(2) The Annual General Meeting is to be convened on such date and at such place and time as the Committee thinks fit.

(3) In addition to any other business which may be transacted the business of the Annual General Meeting is to include:

(a) confirmation of the minutes of the last preceding Annual General Meeting and of any other subsequent General Meetings;

(b) consideration of the financial statements for the preceding financial year

(d) the election of office bearers and ordinary members for the ensuring year.

17. Other General Meetings

The Committee may, whenever it thinks fit, convene other general meetings of the members.

18. Notice

(1) The Secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post to each member at his address as appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

(2) If the nature of business includes consideration of a special resolution the notice must specify the intention to propose the special resolution.

(3) No business other than that specified in the notice convening the general meeting is to be transacted at the meeting.

19. Procedures

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

(2) Ten members present in person and entitled to vote constitute a quorum for the transaction of business.

(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present the meeting is to stand adjourned to the same day in the following week at the same time at the same place.

(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting the members present, being not less than five, shall constitute a quorum.

(5) The President or, in the absence of the President, a Vice President shall preside at each General Meeting of the Association.

20. Voting

(1) On any question arising at a general meeting a member has one vote only.

(2) All votes must be given personally or by proxy.

(3) 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.

(4) In the case of an equality of votes the chairperson of the meeting is entitled to exercise a second or casting vote.

(5) A member or proxy is not entitled to vote at any general meeting unless all money due and payable by the member has been paid.

MISCELLANEOUS

21. Insurance

The Committee is to effect and maintain public liability insurance for the Association for a cover of at least $2,000,000.

22. Funds

All cheques and other negotiable instruments must be signed by any two members of the Committee authorized so to do by the Committee.

23. Alteration of Objects and Rules

The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the members.

24. Affiliations

The Association shall affiliate with the Naval Association of Australia, NSW Section, Incorporated and The Naval Historical Society of Australia Incorporated.

25. Patron

Any person who has rendered distinguished service to the nation and who is able and willing to take an active interest in the Association may be elected as Patron.

26. Dissolution

(1) The Association may be dissolved by special resolution on the recommendation of the Committee.

(2) In the event of the Association being wound up, any surplus assets remaining after the payment of the Association’s liabilities shall be transferred to another organization with similar purposes and is not carried on for the purposes of profit or gain to its individual members.

AMENDMENT LIST

RULE DATE OF AMENDING A.G.M.

2 24 November 2001

3 25 November 2000

4 25 November 2000

5 25 November 2000

7 25 November 2000

8 25 November 2000

9 25 November 2000

15 24 November 2001 26 November 2005

19 24 November 2001

21 24 November 2001