Experience Perth Constitution

 PRTO Constitution

This is the annexure of 11 pages marked “A” referred to in Form 5 signed and dated 20 November 2006
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Perth Region Tourism Organisation Inc
CONSTITUTION As amended November 2006

CONTENTS

The name of the body is the Perth Region Tourism Organisation (Incorporated) and hereinafter it shall be referred to as the Organisation.

2.1 Geographical area
2.1.1 The Perth Region (the “Region”), in the context of these Rules, shall mean the geographic area of Western Australia which is bounded by the local government municipalities of:
Armadale Gingin Peppermint Grove
Bassendean Goomalling Rockingham
Bayswater Gosnells Serpentine-Jarrahdale
Belmont Joondalup South Perth
Beverley Kalamunda Stirling
Boddington Kwinana Subiaco
Brookton Mandurah Swan
Canning Melville Toodyay
Cambridge Mosman Park Victoria Park
Chittering Mundaring Victoria Plains
Claremont Murray Vincent
Cockburn (Inc Rottnest Island) Nedlands Wanneroo
Cottesloe Northam - Town Wandering
East Fremantle Northam - Shire Waroona
Fremantle Perth York

2.1.2 “Precincts” to which Rule 17.1.1 refers, shall mean the groups of Local Government municipalities defined and articulated below:
2.1.2.1 Sunset Coast
Cambridge Gingin Stirling
Claremont Joondalup Wanneroo
Cottesloe Mosman Park 
2.1.2.2 Avon Valley
Beverley Goomalling Toodyay
Brookton Northam - Town Victoria Plains
 Northam - Shire York
2.1.2.3 Swan Valley and Darling Range
Armadale Gosnells Swan
Bassendean Kalamunda 
Chittering Mundaring 
2.1.2.4 Fremantle and Rottnest
Cockburn (Inc Rottnest Island) East Fremantle Fremantle
2.1.2.5 Peel and Rockingham
Boddington Murray Wandering
Kwinana Serpentine/Jarrahdale  Waroona
Mandurah Rockingham 
2.1.2.6 Perth
Bayswater Nedlands Subiaco
Belmont Perth Victoria Park
Canning Peppermint Grove Vincent
Melville South Perth 
2.2 These Rules shall be interpreted in accordance with the Associations Incorporation Act 1987 (the “Act”) and any conflict between the provisions of these Rules and the Act shall be determined as required by the Act.
2.3 “Board” shall mean the Board of Management of the Organisation as constituted under these Rules.
2.4 “Chief Executive Officer” (CEO) shall mean the senior employee of the Organisation.
2.5 “Executive Officer” (EO) shall mean an employee of the Organisation.
2.6 “Affiliated Body” shall mean an association having an objective or objectives complementary to those of this Organisation.
2.7 “External Body” shall mean a key tourism industry organisation or business actively participating in directing tourists into the Region.
2.8 “Stakeholder” shall mean organisations including Australian State and Local Government agencies as well as affiliated and external bodies with a financial interest in the Organisation.
2.9 In the determination of eligibility for membership of the Organisation to which Rule 5 refers, those Visitor Centres and Tourism Associations which are to be recognised by the Organisation shall be determined by the Board.
2.10 Special Resolution” shall mean a resolution passed by a majority of not less than 75% of the members entitled to vote and attending a special general meeting of which notice specified the intention to propose the resolution as a Special Resolution.

The objects of the Organisation are to:
3.1 implement and participate in marketing strategies determined to increase the Region’s tourism income in partnership with the Western Australian Tourism Commission and or stakeholders.
3.2 in partnership with the Western Australian Tourism Commission, co-ordinate tourism industry promotion and services within the Region.
3.3 in partnership with the Western Australian Tourism Commission, develop community understanding of the value of tourism in the Region.
3.4 co-operate with other key organisations to benefit tourism within the Region.
3.5 maximise the Region’s available funding.

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

5.1 All financial members of recognised Visitor Centres, recognised Tourism Associations, and the Western Australian Tourism Network within the Region shall be eligible to be members of the Organisation.
5.2 All Local Government organisations that make a direct financial contribution to a recognised Visitor Centre or recognised Tourism Association in the Region shall be eligible to be members of the Organisation.
5.3 Membership of the Organisation shall be on a non-contributor basis.

Membership of the Organisation shall cease if a member ceases to be a financial member of a recognised Visitor Centre, recognised Tourism Association, or Western Australian Tourism Network within the Region or in the case of Local Government, ceases to make a direct financial contribution to a recognised Visitor Centre or recognised Tourism Association in the Region.

7.1 ANNUAL MEETINGS
7.1.1 The Annual General Meeting (AGM) shall be held prior to the end of October in each year.
7.1.2 The annual report and audited statement of financial position for the preceding Financial Year shall be presented to members at the AGM.
7.1.3 The order of business for an Annual Meeting shall be:
7.1.3.1 Welcome
7.1.3.2 Apologies
7.1.3.3 Minutes of last Annual General Meeting
7.1.3.4 Minutes of any Special General Meetings
7.1.3.5 Matters arising from the minutes
7.1.3.6 Chairperson’s Report
7.1.3.7 Statement of Financial Position and Audit Report for the preceding Financial Year
7.1.3.8 Matters arising from the Financial Statement
7.1.3.9 Announcement of Elected Members to the Board
7.1.3.10 Special Business about which advice was included in the notice of meeting
7.2 SPECIAL GENERAL MEETINGS
Special General Meetings of the Organisation may be called either by the Board, or by at least ten percent (10%) of members giving a petition in writing to the CEO/EO indicating the matter to be decided. Such business shall only be that which the constitution allows to be dealt with at general meetings.
7.2.1 In either case, the CEO/EO shall arrange for a Special General Meeting to be held within thirty (30) days of receipt of the request by giving appropriate notice to members as prescribed in Rule 9.
7.2.2 The other provisions of Rule 7 relating to Annual General Meetings shall be applied with suitable modification to the Special General Meeting, provided that the meeting deals with no matter other than that described in the petition.
7.2.3 Proxies are not allowed at Annual or Special General Meetings, except where a member is a body corporate and it nominates a person to hold its proxy for the meeting.  No person at the meeting may have more than one vote, regardless of the number of proxies he or she holds.  A member who is a natural person may not send a proxy in his or her place to a meeting.

The CEO/EO shall, by notice to the Board, advise the location and time of meetings of the Board, and:
8.1.1 Meetings of the Board shall not be fewer than six (6) per annum, at intervals which support seasonal variations to the needs of the Board members.
8.1.2 Board members can attend a Board meeting using tele-conference or video-conference facilities.
8.1.3 Urgent Board matters can be addressed via circular out-of-session subject to a majority of eligible Board members voting in affirmation of the matter.

9.1 Notice of the Annual General Meeting or any Special General Meeting shall be advised in writing to members, not more than thirty five (35) days or less than twenty (20) days prior to the meeting.  Any other meetings can be advertised at the Board’s discretion.
9.2 The CEO/EO will forward a copy of the audited financial statements and Minutes of the last AGM with the notice of the AGM.

At all Board meetings, six (6) members and at all AGMs and Special General Meetings thirty (30) members present in person and eligible to vote shall constitute a quorum and if within fifteen (15) minutes of the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the following meeting at a time determined by the Chairperson.

The Chairperson, or in the Chairperson’s absence the Vice-Chairperson, shall preside at every AGM, Board and Special General Meeting and in the absence of the Chairperson and Vice-Chairperson, those present shall elect one of their number to be Chairperson for that meeting.

Resolutions must be carried by a majority of the members present at any meeting. In the case of equality of votes, the Chairperson shall have the casting vote.

13.1 The membership may only vote on constitutional matters, Board election matters and meeting procedure matters; the membership does not have the power to direct the Board or the Organisation’s employees on matters of policy, operational or management matters.
13.2 Except as otherwise provided for in these Rules, voting on any matter before the meeting shall be by show of hands with the matter being determined by a simple majority. The Chairperson shall declare the result.
13.3 In the event of at least five (5) attending members disagreeing with the declaration of the Chairperson, the matter shall be decided by a poll.
13.4 No member shall be entitled to vote, whether by show of hands, ballot or poll, unless that member is a financial member, or makes a  direct financial contribution to, a recognised Visitor Centre or recognised Tourism Association, or is a subscriber to the Western Australian Tourism Network, for at least three months. 

The CEO/EO shall cause Minutes of Resolution of every AGM, Special General Meeting, and Board Meeting to be taken, entered and kept, and such Minutes signed by the Chairperson shall be conclusive evidence that the proceedings minuted therein were regular and actually took place as minuted at a meeting duly convened and held and shall be binding on all members of the Organisation except as to any irregular proceedings so declared and annulled at a Special General Meeting called for that purpose and held within three (3) months after the holding of the relevant AGM or Board Meeting.

15.1 The business and affairs of the Organisation shall, subject to these Rules and the Associations Incorporated Act 1987, be under the management of a Board.
15.2 The elected Board members may appoint any individual (whether a member or not) to a position on the Board, subject to there being no more than five (5) such appointed persons at one time.  Each appointment to be made for a term of one (1) year.
15.3 Except as provided in Rule 15.4 and except in the first year of implementation of these Rules, Board members shall serve for a period of two (2) years.
15.4 Except in the year of inauguration of the Organisation, Members who have been financial members of, or make a direct contribution to, a recognised Visitor Centre, recognised Tourism Association, or is a subscriber of the Western Australian Tourism Network, for at least twelve months shall be eligible to fill a vacancy on the Board.
15.5 An elected Board member shall cease to be a member if he or she ceases to be a member of the Organisation, provided that upon the Organisation becoming aware of the fact that the Board member is no longer a member of the Organisation, it shall give the Board member notice of three months to restore his or her membership of the Organisation and in which case the Board member shall continue to be a Board member and his Board membership is deemed not to be broken.
15.6 A Board member that has been appointed to the Board shall cease to be a member of the Board upon death, retirement or the expiration of the Board member’s term of appointment.
15.7 Any Board member may lose his or her membership of the Board by resolution of the Board if he or she misses three (3) consecutive board meetings without leave of absence from the Chairperson.
15.8 Any casual vacancy occurring in the Board may be filled by a member representing the precinct of the departed elected member and appointed by the Board. Any person so chosen shall hold office until the expiration of the term of the original elected Board member.

Subject to these Rules and the Associations Incorporated Act 1987, the Board shall have the following powers:
16.1 To manage and conduct the affairs of the Organisation within the limits of its objects.
16.2 To form committees to which specific powers are delegated. Such committees may contain financial members, advisers or employees of the Organisation provided that financial members shall always be in the majority and a member of the Board shall be Chairperson. The Board may cancel the appointment of committees so formed at any time.
16.2.1 All committees shall report to, and be responsible to; the Board and no act of any committee shall be binding on the Board or the Organisation unless ratified by a Board meeting.
16.3 To open and operate accounts at any Bank, as are required to enable proper management and investment of the Organisation’s moneys.
16.4 To nominate not less than three (3) persons who may sign properly authorised cheques or negotiable instruments on behalf of the Organisation; each cheque or instrument will require the signature of two of these persons, one (1) being from the Board and the other the CEO/EO.
16.5 To engage and to delegate specific powers to any servant, employee, agent or professional adviser of or to the Organisation and to pay such remuneration as the Board deems fit to any person so engaged, whether a member of the Organisation or not, in return for services rendered or to be rendered to the Organisation.
16.6 To make regulations, rules and/or by-laws as to the hiring or letting of property in the Organisation’s control and to regulate fees and rental to be paid in respect of same.
16.7 To do all or any other things considered necessary for the purpose of achieving the objects of the Organisation.
16.8 To affiliate, become affiliated with or subscribe to any body whose objects are deemed similar to those of the Organisation and, if thought fit, to detach the Organisation from such body.

17.1 The affairs of the Organisation shall be managed exclusively by the Board, consisting of eleven (11) members, comprised of:
17.1.1 Six (6) elected members based on geographical precincts.  One (1) member elected from each of the precincts as identified by the Western Australian Tourism Commission’s area groupings referred to in 2.1.2 - Sunset Coast, Avon Valley Heritage Country, Swan Valley and the Darling Range, Perth, Fremantle and Rottnest Island, Peel and Rockingham.
17.1.2 Five (5) persons appointed for particular skills and expertise as determined by the Board.
17.2 No proxies are permitted at Board meetings.
17.3 A Western Australian Tourism Commission representative may attend Board meetings as an observer with speaking rights.

18.1 The Board to which Rule 17 refers will be formed as follows:
18.1.1 A call for nominations for Board members representing each of the six (6) precincts shall be mailed not less than forty (40) calendar days prior to the AGM.
18.1.2 All elections shall be by postal voting prior to the AGM; no voting will take place at the AGM.  The results of the postal voting will be announced at the AGM.
18.1.3 Postal votes shall be sent out not less than twenty one (21) calendar days prior to the AGM.
18.1.4 Subject to Rule 18.1.9 nominations shall be received in writing by the CEO/EO not less than twenty five (25) calendar days prior to the AGM.
18.1.5 Nominations must be signed by the nominee as indication of willingness to accept nomination to the Board.
18.1.6 Where no more than the required number of candidates is nominated for any office, those so nominated shall be elected.
18.1.7 In the case of no nominations for any of the Board positions or in the case the Board member ceases to be a Board Member, the Board has the power to appoint a member from the vacant precinct to that position to serve until the end of the vacating member’s term.
18.1.8 Ballot papers received by the CEO/EO less than seven (7) calendar days prior to the AGM will be declared invalid.
18.1.9 Where there is more than one nominee for a position:
18.1.9.1 Members will only vote for nominees within the precinct within which their financial membership is active.
18.1.9.2 The First Past the Post voting method shall be used.  As there is only one office to be filled from each precinct, the ballot paper should be marked by placing a tick in the box opposite the name of the candidate whom the elector wishes to elect. Only one box shall be marked to be deemed a valid ballot paper.
18.1.9.3 To determine the result of the ballot the returning officer shall total the number of marks placed against each nominee of valid ballot papers.  The nominee receiving the highest total shall be deemed duly elected.

19.1 The Board shall meet together for the dispatch of business at least six (6) times per year, with the timing at the discretion of the Board.
19.2 If the incumbent Chairperson’s term as Chairperson has expired, then at the first Board meeting after the AGM, the Board shall elect a member of the Board as Chairperson. The Chairperson shall hold office until the first Board meeting after the AGM in the second year of the Chairperson’s term of office or for the remainder of that board member’s term on the Board, whichever is the lesser.
19.3 At the first Board meeting after each AGM, the Board shall elect members of the Board as Vice-Chairperson and Treasurer. The Vice-Chairperson and Treasurer shall hold office until the first Board meeting after the AGM or for the remainder of that Board member’s term on the board, whichever is the lesser.
19.4 If the office of Chairperson, Vice-Chairperson or Treasurer becomes vacant prior to the election of office bearers at the first Board meeting after each AGM as determined in 19.2 and 19.3, then the Board shall elect a Board member to fill each vacancy for the period remaining until the first Board meeting after the next AGM.
19.5 Except as otherwise provided in these Rules or the Act, matters before the Board shall be decided by simple majority vote.  The Chairperson shall have a casting vote.
19.6 Urgent Board matters can be addressed via circular out-of-session subject to a majority of eligible Board Members voting in affirmation of the matter.
19.7 Subject to this Constitution and the Act, the Board may determine its own procedures.

A Board member having any direct or indirect pecuniary interests referred to in Section 21 or 22 of the Act shall declare it in compliance with the relevant Section of the Act.

The Board, acting on behalf of the Organisation, shall employ a CEO/EO on such terms and conditions as the Board may, in its absolute discretion, think fit and, subject to the terms of any contract of employment, may revoke or terminate the employment of the CEO/EO and appoint or employ any other person as CEO/EO.
21.1 GENERAL DUTIES OF THE CHIEF EXECUTIVE OFFICER
The CEO/EO shall, during the term of the appointment:
21.1.1 with the authority of the Board, employ such staff that may be necessary to assist the CEO/EO on terms and conditions approved by the Board.
21.1.2 act as the Public Officer for the organisation and provide such notices to the Commissioner as are required by the Act.
21.1.3 assume any responsibilities articulated in the Act as required of the Secretary.
21.1.4 attend and take part in all meetings of the Board and of the membership of the Organisation unless given leave by the Chairperson.
21.1.5 supervise the day-to-day running of the Organisation in compliance with all directions from time-to-time given by the Board.
21.1.6 comply with and fulfil the duties of the CEO/EO as specified by the Board in the CEO/EO’s duty statement, and as provided by the Board to the CEO/EO from time-to-time.
21.1.7 advise the Board as to the best means of administering and promoting the affairs of the Organisation.
21.1.8 coordinate all correspondence relating to the Organisation, the Board and members of the Organisation.
21.1.9 be the returning officer for Board elections and business, unless otherwise determined by the Board.
21.1.10 be responsible for keeping all the proper records of the organisation, in accordance with the requirements of the Act, including:
21.1.10.1 MINUTES
The CEO/EO shall cause proper minutes of all proceedings of all general meetings, special general meetings and Board meetings to be taken kept in accordance with Rule 14.
21.1.10.2 CONSTITUTION
The CEO/EO shall keep and maintain in up-to-date condition the Constitution of the Organisation and upon request of any member of the Organisation or member of the Board shall make available the Constitution for the inspection of that member and the member may make a copy of the Constitution for that purpose but shall have no right to remove the Constitution for the purpose of copying or inspection.
21.1.10.3 MEMBERSHIP REGISTER
The CEO/EO shall keep and maintain an up-to-date register of members of the Organisation and their contact addresses which shall, upon request, be made available for inspection or copying to any member of the Organisation or member of the Board, but the register shall not be removed for the purpose of copying or inspection.
21.1.10.4 RECORD OF OFFICE HOLDERS
The CEO/EO shall maintain a record of the names and residential or postal addresses of persons or bodies that hold any office in the Organisation provided for by the Constitution, including all appointments held by persons or bodies that constitute the Board, and those who are authorised to use the Common Seal of the Organisation and, upon request of a member of the Organisation or member of the Board, make available the record for the inspection by that member and that member may make a copy of or take an extract from the record but shall have no right to remove the record for that purpose.
21.1.10.5 FINANCIAL MANAGEMENT
The CEO/EO shall be responsible to the Board for the proper financial management of the Organisation in accordance with Rule 22.2.  Upon request of a member of the Organisation or member of the Board, the CEO/EO shall make available the statement of financial position for the inspection by that member and that member may make a copy of or take an extract from the statement of financial position but shall have no right to remove the statement of financial position for that purpose. 

22.1 A Treasurer shall be elected by the Board from one of its number to monitor the financial affairs of the Organisation and to report this to the Board.
22.2 The CEO/EO will have responsibility for all other financial matters, and shall:
22.2.1 be responsible for the receipt of all monies paid to or received by the Organisation and shall issue receipts for those monies when requested in the name of the Organisation.
22.2.2 pay all monies referred to in Rule 22.2.1 into such account or accounts of the Organisation as the Board may, from time-to-time, direct.
22.2.3 make payments from the funds of the Organisation with the authority of the Board and in doing so ensure that all cheques are signed in accordance with guidelines issued by the Board from time-to-time.
22.2.4 have custody of all securities, books and documents of a financial nature and accounting records of the Organisation.
22.2.5 prepare financial reports.
22.2.6 prepare the budget.

The Auditor:
23.1 shall be elected by the Board at the first meeting following each AGM.
23.2 does not have to be a member of the Organisation.
23.3 can not be a member of the Board.
23.4 may be paid for his/her services.
23.5 must make a report to the members upon the balance sheet and accounts for the Financial Year, to be submitted to every AGM.

The Financial Year shall be from 1 July in any year to 30 June of the following year.

The Organisation shall have a common seal on which its corporate name shall appear in legible characters.
25.1 The common seal of the Organisation shall be kept in the custody of the CEO/EO and shall be affixed to any deed, instrument or other document at a meeting and pursuant to a resolution of the Board and not otherwise.
25.2 Any two of the Chairperson, Vice Chairperson and the CEO/EO to countersign the affixation of the seal and the CEO/EO shall keep a record of all documents to which the seal shall be affixed.

26.1 These shall be the only Rules of the Organisation and shall come into force forthwith.
26.2 Copies of the Rules shall be available to members upon joining the Organisation, and on subsequent occasions upon application to the CEO/EO.
26.3 In accordance with the Act and subject to the approval by a Special Resolution of the members of the Organisation, these Rules may be altered (including and alteration to name) or be rescinded and replaced by substitute rules.
26.4 The notice specifying the intention to propose a Special Resolution to alter, add to or amend the Rules shall include the precise amendment, addition or alteration sought and a brief statement setting out the reason for seeking the amendment, addition or alteration.

Should the Organisation for any reason whatsoever cease to function, any member, affiliated body, or persons holding any Organisation monies or property shall forthwith pay the same to the Board.  Provided the Organisation is solvent, the Organisation may be wound up by a Special Resolution.  If upon the winding up of the Organisation there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, that property shall be distributed:
27.1 to another incorporated association having objects similar to those of the Organisation, or
27.2 for charitable purposes, which incorporated association or purposes, as the case required, shall be determined by resolution of the members when authorising and directing the Board under section 33(3) of the Associations Incorporation Act 1987 to prepare a distribution plan for distribution of the surplus property of the Organisation.