Constitution of the West Australian-German Business Association Inc.

1. Name:

West Australian-German Business Association Incorporated (“WAGBA”).

2. Purposes:

Further developing and strengthening existing relationships between Australia, Western Australia and the Federal Republic of Germany, especially in the business and cultural spheres.

To create a better understanding between the peoples and businesses of Western Australia and Germany to their mutual benefit.

WAGBA shall be a non-profit association.

The property and income of the Association shall be applied solely toward the promotion of the objects or purposes of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the Association, except in good faith in the promotion of those objects or purposes.

3. Membership:

Membership will be available at 8 different levels:

  • 3.1 Ordinary membership for companies or businesses;
    Ordinary membership may be granted to Individuals with special business background at the discretion of the Committee;
  • 3.2 Silver membership for special members who support all WAGBA functions.
    Silver Members are entitled to display of company logos on stationery and newsletters,
    Silver Members are entitled to nominate invitations to WAGBA functions; the number of invitations has to be set together with annual subscriptions for membership.
  • 3.3 Gold membership for sponsor members who support all WAGBA functions.
    Gold Members are entitled to displays of sponsor logos at WAGBA functions and on stationery and newsletters; Gold Members are entitled to nominate invitations to WAGBA functions; the number of invitations has to be set together with annual subscriptions for membership.
  • 3.4 Patron membership is granted to the Honorary Consul of the Federal Republic of Germany in Western Australia during his or her term in office;
    The Patron does not have any voting right and will not be able to hold office; he will be invited to join as an ex- officio member of the committee;
  • 3.5 Associate membership may be granted to associations with similar objectives as WAGBA and to former member companies’ representatives.
    Associate members do not have voting rights and will not be able to hold office;
  • 3.6 Honorary membership may be granted for a nominated period to cover exceptional circumstances.
    Honorary members do not have voting rights and do not pay subscriptions;
  • 3.7 Life membership may be granted in recognition of services to WAGBA.
    Life members do not have voting rights and do not pay subscriptions.
  • 3.8. Sponsored Membership may be granted to students or young professionals nominated by other members. 
    Sponsored Members do not have voting rights and may not hold office and do not pay subscriptions. Sponsored Members may be invited by any member to attend any WAGBA function free of charge if the cost of the function is paid for by the member extending the invitation at least 7 days prior to the date of the function.

4. Register of Members:

The Secretary and/or the CEO shall, on behalf of WAGBA, keep and maintain the register of members in accordance with the Act.

The Secretary and/or CEO shall be the custodian of all records, books, documents and securities of WAGBA Inc.

5. Subscriptions:

Annual subscriptions for membership, as well as membership entitlements, shall be fixed each year at the Annual General Meeting or an Extraordinary General Meetings.

6. Officers and Elections:

An Executive Committee shall be appointed at each Annual Meeting, consisting of a President, Secretary, Treasurer and three Executive Members;

An Auditor shall be appointed at each Annual General Meeting.

A Chief Executive Officer who shall be responsible under the Associations Incorporation Act 1987 (WA) shall be appointed every two years by the Committee.

All positions of the Executive Committee shall become vacant at each Annual Meeting. Existing office holders shall be eligible for re-election. However, the same person shall not hold the position of President for more than three consecutive terms. The Executive Committee may appoint sub-committees for the purpose of carrying out specific projects as determined by the Association. A Committee member may be replaced at the discretion of the Committee. The Executive Committee shall meet at least once every two months.

7. Finance:

Any three members of the Executive Committee shall be authorised to operate on WAGBA’s bank account with a minimum of two signatories for any financial transaction.

7A. Procedure at Committee Meetings

  • 7A.1  The President, or CEO or at least half the members of the Executive Committee, may at any time convene a meeting of the Executive Committee.
  • 7A.2  Each Executive Committee member has one deliberative vote at a meeting of the Executive Committee.
  • 7A.3  Subject to these rules, the procedure and order of business to be followed at a Executive Committee meeting must be determined by the President or, in his or her absence, by the CEO at the Executive Committee meeting.

8. Annual General Meeting:

The Annual General Meeting shall be held within 60 days of 30 June in each financial year.

8A. Procedure at General Meetings

  • 8A.1  If within 30 minutes after the time specified for the holding of a General Meeting in a notice given under rule 10 a quorum is not present then the General Meeting stands adjourned to a date time and place to be determined by the President and to be notified under rule 10.
  • 8A.2  If within 30 minutes of the time appointed by rule 8A.1 for the resumption of an adjourned General Meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that General Meeting as if a quorum were present.
  • 8A.3  The President may, with the consent of a General Meeting at which a quorum is present, and must, if so directed by such a general meeting, adjourn that General Meeting from time to time and from place to place.
  • 8A.4  There must not be transacted at an adjourned General Meeting any business other than business left unfinished or on the agenda at the time when the General Meeting was adjourned.
  • 8A.5  A Declaration by the President of a General Meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact.

9. Quorum:

A quorum of a General Meeting of WAGBA shall consist of no less than ten representatives present in person. A quorum of the Executive Committee shall consist of no less than four members.

10 Calling of General Meetings and Annual General Meetings:

10.1 The Executive Committee -

  1. may at any time convene a General Meeting; and
  2. must convene Annual General Meetings according to rule 10.

10.2 Notices of Annual General Meetings shall be given at least fourteen days in advance and notices of General Meetings shall be given at least seven days in advance.

10.2 The CEO must give a notice under rule 10.2 by - 

  1.  serving it on a member personally; or
  2. sending it by post to a member at the address of the member appearing in the register of members kept and maintained under rule 4.

10.3 Notices given under rule 10.2 must specify - 

  1. when and where the Annual General Meeting or General Meeting (as the case may be) is to be held; and
  2. particulars of the business to be transacted at the Annual General Meeting or General Meeting (as the case may be) and of the order in which that business is to be transacted.

11. Voting:

Representatives to a WAGBA meeting shall have one vote each. A decision of the Executive Committee shall require the support of 75% of the members who are eligible to vote and actually do so in person (or by proxy or postal vote) at the meeting., to be effective. The President of WAGBA shall have a deliberative vote.

The Executive Committee -

  • may at any time convene a General Meeting; and
  • must convene Annual General Meetings according to rule 10.
  • Notices of Annual General Meetings shall be given at least fourteen days in advance and notices of General Meetings shall be given at least seven days in advance.

    The CEO must give a notice under rule 10.2 by -

    1. serving it on a member personally; or
    2. sending it by post to a member at the address of the member appearing in the register of members kept and maintained under rule 4.

    Notices given under rule 10.2 must specify -

    1. when and where the Annual General Meeting or General Meeting (as the case may be) is to be held; and
    2. particulars of the business to be transacted at the Annual General

    Meeting or General Meeting (as the case may be) and of the order in which that business is to be transacted.

    12. Amendments to the Constitution and Rules:

    WAGBA may amend this Constitution or any part thereof by agreement of three quarters of the members, in person or by proxy, at a General Meeting for which due notice has been given, to be effective.

    13. Common Seal of WAGBA:

    • 13.1 WAGBA shall have a Common Seal on which its Corporate Name shall appear in legible characters;
    • 13.2 The Common Seal of WAGBA shall not be used without the express authority of the Committee and every use of that Common Seal shall be recorded in a Minute Book kept by the Secretary or CEO for that purpose; 13.3 The affixing of the Common Seal of WAGBA shall be witnessed by any two of the President, the Secretary and the Treasurer;
    • 13.4 The Common Seal of WAGBA shall be kept in the custody of the Secretary or CEO or such other person as the Committee decides.

    14. Inspection of Records:

    A member may, at any reasonable time, inspect without charge the books, documents, records and securities of WAGBA.

    15. Expiration of Membership:

    • 15.2 dissolution of WAGBA;
    • 15.3 non-payment of subscriptions within three calendar months of its due date; 14.4 dissolution of member company or business.
    • 15.4. Expulsion by a three quarters decision of all the committee members.Notice of the proposed expulsion including grounds for expulsion has to be given with fourteen days notice to the person or company proposed to be expelled. The person / company to be expelled has the right of a formal hearing.

    16. Winding up or Dissolution :

    Upon the winding up or dissolution of WAGBA no dividend or other share in surpluses shall be paid or distributed to members, nor shall members be entitled to share in the assets of the WAGBA on dissolution. The assets of WAGBA shall be distributed among such Associations incorporated under the act as WAGBA may determine as possess objects in whole, or in part similar to the objects of WAGBA. In the event of assets being insufficient to meet liabilities at the date of winding up or dissolution, the members shall contribute towards payment of such liabilities in the same proportion as their annual subscription.