Rail Now Campaign

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Constitution of The Rail Now Campaign

Status

Rule 1. Legal status

(1) The Rail Now Campaign is an unincorporated association whose members accept that this Constitution is binding on them as a legally enforceable contract.

(2) The Rail Now Campaign may incorporate under the Associations Incorporation Act 1984 (NSW) at any time by resolution of its members.

(3) The Rail Now Campaign will be assisted by associate members and technical consultants who do not have the rights or responsibilities of membership.

Rule 2. Non-Profit Organisation

The Rail Now Campaign is a non-profit organisation. It may undertake activities in return for payment, and may make a profit from such activities, but it must not be carried on with the object of trading or securing pecuniary gain for its members. For the purposes of this Constitution, the Rail Now Campaign shall not be deemed to trade or secure pecuniary gain for its members or to be formed or carried on for the object of trading or securing pecuniary gain for its members by reason only of the matters set out in section 4(a)-(h) of the Associations Incorporation Act 1984, as amended from time to time, or any corresponding later legislation.

Aims and Principles

Rule 3. Statement of Commitment

(1) Members of the Rail Now Campaign share a common concern about the state of transport in Australia and are committed to promoting the ideas set out in this Rule.

(2) The Ideal: Transport systems should be both ecologically and economically sustainable.

(3) The Problem: Land-based transport in Australia is not ecologically or economically sustainable at present because:

(a) Private cars dominate the market for passenger travel;
(b) Trucks dominate the market for freight;
(c) The supply of alternative means of transport - namely trains, trams, buses, taxis, cycleways and walkways - is inadequate; and
(d) Decisions on land use are made without proper regard to their transport implications.

(4) The Solution: The principal (but not exclusive) measure required to make land-based transport sustainable is the provision of new railways, including tramways.

Rule 4. Aims

The Rail Now Campaign aims to:

(a) Research and develop policies which promote ecologically and economically sustainable transport;

(b) Educate the public on such matters; and

(c) Conduct political campaigns to have its policies adopted.
The Rail Now Campaign will focus primarily on policies for Western Sydney.

Rule 5. Principles of Action

(1) Members of the Rail Now Campaign must endeavour to:

(a) Focus outwards on the community, not inwards on the membership;

(b) Base itself on campaigns and public activities, not on meetings.

(2) Members of the Rail Now Campaign must:

(a) Pursue its aims through democratic political action;
(b) Focus on issues, not personalities;
(c) Base their approach on proper research of relevant issues, and
(d) Not lie or mislead the public or each other.

Membership

Rule 6. Membership Criteria

Membership is open to individuals who meet all of the following criteria:

(a) Members must live in Western Sydney.
(b) Members must accept the commitment set out in Rule 3.
(c) Members must accept this Constitution as legally binding upon them.
(d) Members must not be Affiliated With a Proscribed Organisation.
(e) Members must be capable of working as a team with other Members.

Rule 7. Membership Rights and Obligations

(1) Each member is under an obligation to comply with this Constitution and to be loyal to the Rail Now Campaign.

(2) For the avoidance of doubt, loyalty to the Rail Now Campaign requires that a member:

(a) Not comment publicly in any adverse way on any election within, or administrative decision by, the Rail Now Campaign;
(b) Not reveal to any other organisation details of any campaign foreshadowed by the Rail Now Campaign, except to the extent that they are authorised to do so by either the Committee or the person or persons proposing the campaign; and
(c) Use his or her best endeavours to notify the Convenor or the Secretary (or in their absence another Committee member) in advance of any action he or she plans to take (including making a public statement) which could adversely affect any campaign or action planned by the Rail Now Campaign;
but loyalty does not:
(d) Prevent a member from publicly advocating a policy different to a policy of the Rail Now Campaign provided such advocacy does not:

(i) Manifest a lack of commitment to the Statement of Commitment in Rule 3; or
(ii) Mislead the public about the Rail Now Campaign’s policies.

(3) Each member has the right:

(a) To attend meetings of members and, unless two or more Committee members object, to attend meetings of the Committee, and to speak on issues at such meetings in accordance with such rules of debate as are adopted;
(b) At meetings of members, to move motions and to vote on any issue put to a vote;
(c) To appoint another member as his or her proxy to attend any meeting and vote on that member’s behalf, but only if:
- (i) Written Notice of the appointment is given not less than 48 hours before the meeting; and
- (ii) The form of appointment specifies whether the proxy’s powers are restricted to voting in a particular way on any issue or in any election or are unrestricted;
(d) To stand for election to the Committee;
(e) To participate democratically in the Rail Now Campaign’s affairs;
(f) Subject to Rule 7(2), to disagree privately or publicly with any policy or campaigning position adopted taken by the Rail Now Campaign; and
(g) To have reasonable access to the Rail Now Campaign’s:
- (i) Membership records;
- (ii) Accounts and financial records; and
- (iii) Documents, other than such documents as are declared by a Committee member to be confidential, which declaration may be rescinded by the Committee.

(4) In their personal dealings with each other, members must not engage in conduct which impedes the ability of members to work together as a team.

Rule 8. Commencement and Cessation of Membership

(1) The membership shall consist of Founding Members and those admitted to membership later in accordance with this Constitution. The Founding Members are those whose names appear at the foot of this Constitution. Their membership and the Rail Now Campaign will commence upon the fourth Founding Member either signing or signifying his or her assent by e-mail to the other Founding Members. Others shall become members upon the Committee passing a resolution to admit them as members, provided that the Committee may not admit new members between the period commencing 10 months after the last Annual General Meeting and ending at the conclusion of the following Annual General Meeting.

(2) Subject to sub-rule (4), a member shall cease to be a member when the person:

(a) Dies;
(b) Resigns by Written Notice given to the Secretary;
(c) Is removed as a member by resolution of the Committee; or
(d) Ceases to meet one or more of the criteria for membership in Rule 6, with the time of such cessation being the earlier of the member’s admission that he or she fails to meet the criteria or the Committee’s declaration that he or she does not meet the criteria.

(3) The Committee may only remove a member from membership under Rules 8(2)(c) or (d):

(a) Under the procedure in Rule 29, if the member breaches this Constitution; or
(b) By resolution, if the member fails to pay the annual membership fee determined by the Committee, but members so removed shall be re-admitted automatically upon payment of all arrears of such fees, if those arrears are paid within six months of their removal.

(4) A Founding Member cannot be removed from membership without his or her consent until 10 years after the formation of the Rail Now Campaign.

Rule 9. Associate Members

Individuals who:

(a) Either do not meet the membership criteria, or who do not wish to become members;
(b) Generally support the Statement of Commitment and Aims of the Rail Now Campaign; and
(c) Are not Affiliated With a Proscribed Organisation;

are eligible to be admitted as Associate Members. Associate Members are admitted and removed as such upon the Committee passing a resolution.

Rule 10. Register of Members

(1) The Secretary must establish and maintain a register of members of the association specifying the name and address of each person who is a member of the association together with the date on which the person became a member and details of any funds contributed by that member.

(2) Unless accessible to members on the internet, the register of members must be kept at the principal place of administration of the association and must be open for inspection, free of charge, by any member of the association at any reasonable hour.

The Committee

Rule 11. The Committee

(1) There shall be an executive Committee of the Rail Now Campaign consisting of

(a) The Convenor;
(b) The Deputy Convenor;
(c) The Secretary; and
(d) Other members selected pursuant to Rules 11(2) and 21.

(2) The Founding Member other than the Convenor, Deputy Convenor and Secretary shall be the other member of the Committee until the first Annual General Meeting of members.

(3) In the event of a vacancy in the position of Convenor, Deputy Convenor or Secretary at any time the Committee may appoint a member to the position, to hold office until the next Annual General Meeting of members.

Rule 12. The Convenor

(1) The Convenor shall be David King, who may not be removed from that position without his consent until 5 years after the formation of the Rail Now Campaign.

(2) The Convenor must chair all meetings in an impartial manner. Until rules of debate are adopted by Regulation, the Convenor must endeavour to conduct meetings in an informal yet business-like manner, but may adopt formal procedures should any issue become contentious.

Rule 13. The Deputy Convenor

(1) The Deputy Convenor shall be Christine Laurence, who may not be removed from that position without her consent until 5 years after the formation of the Rail Now Campaign.

(2) The Deputy Convenor shall chair meetings in the absence of the Convenor.

Rule 14. The Secretary

(1) The Secretary shall be Philip Howell, who may not be removed from that position without his consent until 5 years after the formation of the Rail Now Campaign.

(2) The Secretary shall be responsible for documenting the Rail Now Campaign’s decisions and keeping its accounts and records. Until otherwise determined by Regulation, this must be done in as brief and informal a way as the circumstances permit.

Rule 15. Powers and Role of the Committee

(1) Subject to rule 20, the management of the Rail Now Campaign is vested in the Committee, which has full power to determine the policies, campaigns and actions of the organisation. Such power includes the power to make by resolution from time to time Regulations governing the operations of the Rail Now Campaign, provided such Regulations are not inconsistent with this Constitution.

(2) The Committee must endeavour to operate by consensus, but when unable to reach a consensus must make its decisions by a vote. When voting, each member of the Committee has one vote and a motion shall only be declared carried when a majority of those present at the meeting vote in favour of the motion. No member has a casting vote.

(3) Each member of the Committee is authorised to make statements on behalf of the Rail Now Campaign which are consistent with its Constitution and policies. Media releases must be approved by at least two Committee members, unless in the circumstances this is impractical. The Committee may from time to time, authorise other members to speak on behalf of the organisation.

(4) The Committee may act despite any vacancy on the Committee. Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the Committee.

Rule 16. Meetings of the Committee

(1) The Committee must meet at least 3 times in each period of 12 months at such place and time as the Committee may determine. If the Committee has not met in the four months immediately preceding, these meetings must be held on the first Saturday of each of March, July and November at 2.00pm at Blacktown Railway Station. Additional meetings of the Committee may be convened by any member of the Committee.

(2) Oral or Written Notice of a meeting of the Committee must be given to each member of the Committee by the person convening the meeting at least 48 hours (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) No business at a meeting is to be transacted by the Committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to such time and place as is determined by those Committee members present. A quorum for a meeting of the Committee is the presence of either

(a) Two of either the Convenor, Deputy Convenor and Secretary; or
(b) One of either the Convenor, Deputy Convenor and Secretary and one other member;

either in person, or by way of telephone, video conference or web cam.

Rule 17. Committee Decisions Without Meetings

(1) The Committee shall endeavour to minimise the number of meetings by circulating proposals and discussion papers in advance and using the procedure set out in this Rule.

(2) If:

(a) A Committee member gives Written Notice of a proposed resolution to other Committee members;
(b) The proposed resolution is accompanied by a request that Committee members vote, within a specified time, to:
- (i) Pass the proposed resolution;
- (ii) Not pass the proposed resolution; or
- (iii) Defer the proposed resolution for consideration at the next meeting of the Committee; and
(c) Within that specified time, a majority of the Committee votes, by Written Notice to the Secretary, to pass, not pass or defer the proposed resolution;

the proposed resolution shall be so passed, not passed or deferred as determined by the votes of the majority and that decision shall be as valid as a resolution passed by the Committee at a validly convened meeting.

Rule 18. Liability of Committee Members

Contracts and arrangements made by or on behalf of the Rail Now Campaign with third parties are made personally by the members from time to time of the Committee, who shall be personally liable to discharge the obligations of the Rail Now Campaign under such contracts and arrangements. Members of the Committee are entitled to an indemnity out of the assets of the Rail Now Campaign in respect of any personal liability they incur in respect of such contracts.

Meetings of Members

Rule 19. General Meetings

(1) The Committee must convene:

(a) The First Annual General Meeting of members within six months of its formation; and
(b) An Annual General Meeting of members once in each calendar year thereafter, within 15 months of the last Annual General Meeting.

(2) The Committee may convene other meetings of members during the year, and must do so within one month of receiving a Written Notice requisitioning a meeting signed by the greater of 6 members or one-third of the membership. All meetings must be held in Western Sydney.

(3) The Secretary must give members 21 days Written Notice of the date, time and venue for general meetings.

Rule 20. Powers and Role of the Members in General Meeting

The members may by resolution in a general meeting of members:

(a) Amend or reverse a decision by the Committee, if Written Notice of the motion for amendment or reversal has been given to the Secretary 14 days prior to the general meeting; and
(b) Otherwise exercise the powers of the Committee.

Rule 21. Election of the Committee

(1) From the Sixth Annual General meeting after formation, or earlier in the event of a vacancy in the relevant position, the members must at each Annual General Meeting elect one member to each of the positions of Convenor, Deputy Convenor and Secretary, to hold such office until the following Annual General Meeting.

(2) At each Annual General Meeting the members must elect the following number of members to serve as Committee members with the Convenor, Deputy Convenor and the Secretary until the succeeding Annual General Meeting:

If the membership 10 months after the last AGM is	The number to be elected is
Less than 30	1
Between 30 and 50	3
More than 50	5

(3) Until the Committee determines otherwise by Regulation, nominations for election may be made orally at the meeting by the nominee, or in writing by a member who does not attend the meeting, and need not be seconded by any person.

(4) In the event that a Committee member resigns from the Committee or ceases to be a member of the Rail Now Campaign, the Committee may by resolution appoint another member to take that person’s place until the next general meeting of members, at which meeting a new election shall be conducted to fill the vacancy on the Committee.

Rule 22. Method of Election

(1) Where members are entitled to vote to choose a person or persons to fill a position, whether a position referred to in this Constitution or in a Regulation passed by the Committee, the method of election shall be in accordance with this Rule.

(2) Where one person only is to be elected, the ballot shall be conducted by the optional preferential method of voting.

(3) Where more than one person is to be elected, the ballot shall be conducted by the proportional representation method, as most recently recommended by the Proportional Representation Society of New South Wales, or as much in accordance with that recommendation as is practical in the circumstances.

(4) The meeting may by resolution appoint any person to be the returning officer, but in the event no such resolution is passed, the Convenor shall be the returning officer.

(5) All ballots shall be cast in secret, other than the ballots of proxies whose powers are restricted by the form of their appointment to casting their ballots in favour of particular candidates.

Rule 23. Procedure at General Meetings of Members

(1) No item of business is to 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 or by proxy constitute a quorum for the transaction of the business of a general meeting.

(3) If within an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting shall be adjourned to a date, time and venue determined by the Committee.

Rule 24. Decisions by Members Without General Meetings

(1) The Committee:

(a) May of its own accord; and
(b) Must, if requested by Written Notice to the Secretary signed by the number of members entitled to requisition a meeting under Rule 19(2);

submit a proposed resolution to the membership for decision using the procedure set out in this Rule.

(2) If:

(a) A Written Notice of a proposed resolution is given by the Secretary to members;
(b) The proposed resolution is accompanied by a request that members vote, within a specified time, to:
- (i) Pass the proposed resolution;
- (ii) Not pass the proposed resolution; or
- (iii) Defer the proposed resolution for consideration at the next general meeting; and
(c) Within that specified time, a majority of the members vote, by Written Notice to the Convenor, either to pass, not pass or defer the proposed resolution;

the proposed resolution shall be so passed, not passed or deferred as determined by the votes of the majority and that decision shall be as valid as a resolution made by the members at a validly convened general meeting.

Rule 25. Liability of Members

Members of the Rail Now Campaign:

(a) Are not liable to third parties under any contract or arrangement entered into by the Committee of the Rail Now Campaign; and
(b) Are not liable in damages to each other or to any other person for any breach of this Constitution.

Property and Accounts

Rule 26. Ownership and Use of Assets

Any assets acquired by the Rail Now Campaign belong in equal shares to the members, who agree that:

(a) While the Rail Now Campaign exists, the assets are to be devoted to furthering Statement of Commitment and the Aims of the Rail Now Campaign; and
(b) Upon the winding up of the Rail Now Campaign, the Committee must give the assets to such other non-profit organisation or organisations whose aims are most closely aligned to those of the Rail Now Campaign.

A receipt issued by the Secretary for any funds received by the Rail Now Campaign shall be deemed to be a receipt signed by all current members of the organisation.

Rule 27. Subordinated Debts

The Rail Now Campaign must keep a proper record of all amounts paid to it by members which shall be classified as either:

(a) Membership fees;
(b) Donations; or
(c) Contributions by way of loan or the payment of expenses on its behalf;
and the amounts referred to in sub-rule (c) shall constitute a debt owed by the Rail Now Campaign to the member contributing same on the following terms and conditions:
(d) The debt shall be subordinated debt, in that it ranks in priority of payment below every class of debt the Rail Now Campaign owes to persons other than members;
(e) The subordinated debt cannot be re-paid except by the Committee either:
- (i) Voting to re-pay a fixed sum in respect of all subordinated debts; or
- (ii) Voting to re-pay a fixed sum in respect of all subordinated debts incurred within a particular year;
  which sum shall then be divided between such members as are owed the subordinated debts referred to in the proportion their debt bears to the total of such debts, provided that the Committee may, in its discretion, omit from such a re-payment members whose entitlement would be under $10; and
(f) The debt shall not bear interest unless the Committee determines otherwise.

In this Rule only, “member” includes a former member.

Rule 28. Copyright in Materials

Where a member:

(a) Is the author of any material entitled to copyright protection;
(b) Publishes it to members or allows same to be published by the Rail Now Campaign; and
(c) Does not, prior to such publication, make a written agreement with the Committee concerning the material;

copyright in the material remains vested in the author, but the Rail Now Campaign and its members from time to time have a licence to copy or adapt the material and to publish, reproduce or communicate the copy or the adaptation on a not-for-payment basis provided the authorship of the author is acknowledged.

Disputes

Rule 29. Membership Disputes

(1) Where a member believes another member has breached this Constitution, he or she may by Written Notice to the Secretary complain to the Committee of such breach and the Committee must, as soon as is practicable, determine the complaint in accordance with this Rule.

(2) On receiving such a complaint, the Committee:

(a) May, if it considers the complaint to be trivial, endeavour to resolve the dispute by mediating between the members;
(b) But must, if the member complaining so requires, determine the complaint by:
(c) Causing Written Notice of the complaint to be given to the member affected;
(d) Give the member affected at least 14 days from the time the notice is served within which to make submissions to the Committee in connection with the complaint;
(e) Take into consideration any submissions made by any member in connection with the complaint;
(f) Convene a meeting to determine the complaint; and
(g) Give the member complaining and the member affected a reasonable opportunity to be attend and be heard at that meeting.

(3) In determining any complaint, the Committee must:

(a) Determine what facts have been proved;
(b) Determine whether the facts as proved reveal a breach of the Constitution; and
(c) Dismiss the complaint if the Constitution has not been breached; or (d) If the Constitution has been breached, determine whether any penalty should be imposed on the member, such penalties being:
- (i) A reprimand;
- (ii) Suspension from membership for a defined time; or
- (iii) Expulsion from membership.

(4) The Committee may, at any time during the disputes procedure, adjourn its determinations and consult with members, either formally or informally.

(5) A member suspended under Rule 29(3) remains bound by this Constitution and subject to all the obligations it imposes on members, but is not entitled to exercise any of the rights of membership during the period of suspension other than the right of appeal in Rule 29(6).

(6) Either the member complaining or the member affected may appeal against the Committee’s determination. Such an appeal:

(a) Must be by Written Notice given to the Secretary within 14 days of the determination, if the person was present when the determination was made, or within 14 days of Written Notice of the determination having been given to the member by the Secretary, if the member was not so present;
(b) Must specify those parts of the Committee’s determination which the member does not accept and those which he or she does accept; and
(c) May include a statement to be sent to members setting out why the Committee’s determination should be rescinded.

(7) On receipt of any such appeal, the Committee must, within 21 days:

(a) Prepare a written statement to members explaining its determination; and
(b) Forward to members:
- (i) The appeal documents submitted by the member appealing;
- (ii) The Committee’s determination and statement; and
- (iii) A form offering the members the opportunity to vote on three options, namely agreeing with the Committee’s determination, rescinding that determination, or convening a general meeting of members to determine the appeal, and advising members they may choose one option by indicating same and signing and returning the form within 14 days.

(8) When the time for return of the forms has expired, the Committee shall disregard any forms not signed by a member and count the votes for options on the valid forms. In the event that one option has a majority of votes cast in its favour, the Committee shall declare that option to be the result of the appeal. In the event that no option has received a majority of votes cast, the Committee must forthwith convene a general meeting of members to determine the appeal, at which meeting the procedure must, as nearly as practicable, follow the procedure set out in Rules 29(2)(g) and 29(3), save that at the conclusion of debate and submissions on each issue of a kind referred to in Rule 29(3), the question is to be put to the meeting in the form of a motion that ‘The Committee’s determination be rescinded’, with amendments to the motion being permitted.

Rule 30. Jurisdiction of Courts

The courts of New South Wales have jurisdiction to determine disputes arising under this Constitution, subject to the following limitations:

(a) The courts have no jurisdiction to award damages for breach of this Constitution; and
(b) The courts have no jurisdiction to determine whether conduct or statements manifest a lack of commitment to the Statement of Commitment set out in Rule 3.

Rule 31. Alteration of this Constitution

(1) This Constitution may only be altered:

(a) During the first five years after formation of the Rail Now Campaign, if sixty per cent of the members, and two of either David King, Christine Laurence or Philip Howell, vote in favour of the alteration; and
(b) After that time, if sixty per cent of the members vote in favour of the alteration.

(2) In the event that Philip Howell is no longer the Secretary, and by Written Notice requests the Rail Now Campaign to change its name, the Committee must forthwith choose a new name, and upon such new name being chosen, this Constitution must be altered by the substitution of that new name for the Rail Now Campaign wherever that name appears, notwithstanding Rule 31(1). Philip Howell shall thereupon be entitled to use the name Rail Now Campaign.

Rule 32. Definitions

For the purposes of this Constitution:
“Affiliated With” includes being a member of, employed by, or employed by a Parliamentarian who is a member of;
“Proscribed Organisation” means the Australian Labor Party, the Liberal Party of Australia, the National Party of Australia, Pauline Hanson’s One Nation and any successor to any of those parties, and such other parties or groups as are declared by Regulation to be proscribed;
“Western Sydney” means the local government areas of Auburn, Bankstown, Baulkham Hills, Blacktown, Blue Mountains, Camden, Campbelltown, Fairfield, Hawkesbury, Holroyd, Liverpool, Parramatta, Penrith and Wollondilly; and
“Written Notice” means notification in written form delivered to the intended recipient by mail, facsimile or e-mail to the postal address, facsimile number or e-mail address last notified by the intended recipient to the Secretary.

Adopted by the following Foundation Members of the Rail Now Campaign on 12th February 2003:


The Rail Now Campaign Inc.

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