The Constitution of the Coalition of Celebrant Associations (CoCA) Incorporated
Incorporation Number: INC9895004
Guiding principles Objects of the associationDownload as a PDF.
Part 1 – Preliminary
Definitions Part 2 – Membership
Nomination for membership
Cessation of membership
Membership entitlements not transferable
Resignation of membership
Register of members
Fees and subscriptions
Disciplining of members
Right of appeal of disciplined member
Part 3 – The Association
Constitution and membership
Election of office Bearers
Chairperson / Convenor
Vice Chairperson / Convenor
Appointment of Public Officer
Removal of an office bearer
Meetings and quorum
Delegation by CoCA to sub-committees
Voting and decisions
Part 4 - Meetings
Annual general meetings – holding of
Annual general meetings - calling of & business at
Special general meetings – calling of
Making of decisions
Appointment of proxies
Part 5 - Miscellaneous
Funds – source
Funds – management
Alteration of objects and rules
Custody of books
Inspection of books
Service of notices
(i) Guiding Principles
1. CoCA is a coalition of celebrant associations, comprised of individual delegates from celebrant associations and recognised as Australia’s peak celebrant body by Protocol with the Commonwealth Attorney-General’s Department.
2. All celebrant associations bring a valuable contribution to a national forum on celebrancy issues through their knowledge, expertise, experience and understanding of celebrancy issues.
3. Each member association, regardless of size, and represented by their individual delegate at CoCA meetings, is treated with equal respect, acknowledging the value of minority opinion in a democratic society, and in developing comprehensive quality approaches to celebrancy issues.
4. All office bearers and sub-committees are responsible to CoCA for the setting of their roles and responsibilities, and for the review of the services they perform on behalf of CoCA.
5. Terms of office of official positions are to be determined as agreed by financial member delegates.
6. Funding of CoCA activities to be organised to enable all CoCA member associations to participate fully.
7. CoCA’s operations are to be transparent to all celebrants and their associations. Freedom of speech and freedom of information principles apply. Each member association will be represented by one vote when formal resolutions are required.
8. CoCA may use electronic, internet and other methods of communication, organisation, administration, implementation and to review it’s activities. Face to face meetings also may occur.
9. As the roles of civil celebrants evolve, CoCA’s aim is to recommend a range of strategies to member delegates and their associations, and to the government, to improve the quality of ceremonies offered by celebrants to the Australian public.
(ii) Objects of the Association
1. To raise the quality of civil marriage and other ceremonies offered to the Australian community by celebrants, especially those appointed under the Marriage Act 1961.
2. To advise the Federal Government on:
a. the training, implementation, maintenance and review of the Marriage Act 1961, Regulations, Marriage Celebrant Programme, and other appropriate legislation,
b. the strategies for raising and reviewing standards of services offered by celebrants,
c. the needs and concerns of civil celebrants and others appointed under the Marriage Act 1961,
d. related issues that affect civil celebrants.
3. To facilitate, develop and review a national co-operative and co-ordinated approach to the professional development of celebrants through the sevices offered by member celebrant associations.
4. To facilitate, develop and review national guidelines for public information and education with respect to services offered by celebrants, in order to create consistency of information from member associations in the public interface with the Australian community.
PART 1 - Preliminary
In these rules:
a. Ordinary member means a delegate representing a member association of CoCA, that member not being an office bearer.
b. CoCA means the Coalition of Celebrant Associations.
c. Chairperson means the delegate holding office under the rules as Chairperson of the association.
d. Vice-Chairperson means the delegate holding office under the rules as Vice-Chairperson of the association.
e. Secretary means the delegate holding office under the rules as Secretary of the association.
f. Treasurer means the delegate holding office under the rules as Treasurer of the association.
g. Special General Meeting means a general meeting of CoCA a meeting specially called to discuss a particular item of a CoCA business or to address a special resolution.
h. Special Resolution means a resolution requiring 21 days notice and 80% agreement by the membership to be approved.
i. Term of Office means two consecutive years served by Officer Bearer.
j. The Act means the NSW Associations Incorporated Act 2009.
k. The Regulations means the NSW Associations Incorporation Regulation 2010.
l. a reference to a function includes a reference to a power, authority and duty.
m. a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of that duty.
n. the provisions of the Interpretation Act 1987 apply to and in respect of these rules in the same manner as those provisions would apply if these rules were an instrument made under the Act.
o. Public Officer means the person, residing in NSW, who is the official contact person between CoCA and the Department of Fair Trading NSW.
PART 2 - Membership
1. Membership qualifications
a. With the exception of current member associations, criteria for new membership of CoCA is confined to incorporated associations that have
i. a minimum of 50 celebrant members at the time of application
ii. a constitution that outlines the association’s objectives.
2. Nomination for membership
a. A nomination of an association for membership of CoCA :
i. may be made by a member of CoCA, or by application from that association in writing to the Secretary of CoCA, and
ii. must indicate that the applicant association make a commitment to the guiding principles and objects of CoCA, and
iii. must provide evidence that the applicant association meets the membership requirements.
b. As soon as practicable after receiving a nomination / application for CoCA membership, the Secretary must refer the nomination / application to the CoCA membership for approval or rejection.
c. As soon as practicable after CoCA makes that determination, the Secretary must :
i. notify the nominee association, in writing, of the decision of approval or rejection.
ii. Upon approval, request the nominee association to pay (within the period of 28 days after receipt by the nominee of the notification) the sum payable under these rules by a member association as entrance fee (if applicable) and annual subscription, and obtain details of the new member association’s appointed delegate.
d. The Secretary must, on payment by the nominee association of the amounts required within the time period required, enter the new member association’s name, and their delegate’s name, in the register of members and advise that their membership will be ratified by either the next electronic or face-to-face meeting.
3. Cessation of membership
An association ceases to be a member of CoCA if that association :
a. ceases to be an incorporated association
b. resigns it membership, or
c. fails to pay the annual subscription within 3 months of the due date.
4. Membership entitlements not transferable
A right, privilege or obligation which an association has by reason of being a member of CoCA :
a. is not transferable, and
b. terminates on cessation of membership.
5. Resignation of membership
A financial member association of CoCA may resign membership of CoCA in writing to the Secretary.
6. Register of members
A register of member associations and their appointed delegate details, including joining date, is to be kept by the Secretary, and accessible to CoCA’s Public Officer.
7. Fees and subscriptions
a. A member association of CoCA must, on admission to membership, pay to CoCA a fee in the amount as determined by CoCA.
b. In addition to any amount payable by the member under clause (a.) a further amount may be levied as determined at a CoCA meeting of members.
8. Members’ liabilities
The liability of a member association of CoCA to contribute towards the payment of the debts and liabilities of the association, or the costs, charges and expenses of the winding up of CoCA is limited to the amount, if any, unpaid by the member association in respect of membership of the association as required by rule 8.
9. Disciplining of members
a. A complaint may be made to CoCA by an association member about an association or delegate who :
i. has persistently refused or neglected to comply with a provision or provisions of these rules, or
ii. has persistently and wilfully acted in a manner prejudicial to the interests and objections of the Coalition.
b. On receiving such a complaint, CoCA :
i. must cause notice of the complaint to be served on the member association concerned, and
ii. must give the member association at least 30 days from the time the notice is served within which to make submissions to CoCA in connection with the complaint, and
iii. must take into consideration any submissions made by the member association in connection with the complaint.
c. CoCA may, by resolution, expel the member association or suspend the member association from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.
d. if CoCA expels or suspends a member association, the Secretary must within 21 days after the action is taken, cause written notice to be given to the delegate and the delegate’s member association of the action taken, and of the reasons given by the association for having taken that action, and of the member association’s right of appeal.
e. The expulsion or suspension does not take effect :
i. until the expiration of the period within which the member association is entitled to appeal against the resolution concerned, or
ii.if within that period the member association exercises the right of appeal, unless and until CoCA confirms the resolution, whichever is the latter.
10. Right of appeal of disciplined member
a. A member association may appeal to CoCA, in a general meeting, against a resolution of the association under the rule Disciplining of Members, within 14 days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect.
b. The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
c. On receipt of a notice from a member under clause ( a. ), the Secretary must convene a general meeting of CoCA to be held within 21 days after the date on which the Secretary received the notice.
d. At a general meeting of the association convened under clause ( c. ) :
i. both parties must be given the opportunity to state their respective cases, and
ii. the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
PART 3 – The Association
1. Constitution and Membership
a. CoCA Membership is to consist of :
i. member associations, represented by up to two delegates for each association, including.
ii. the office-bearers of CoCA, who are elected by the membership and ratified at
the annual general meeting.
b. The office-bearers of the association are :
i. the Chairperson
ii. the Vice-Chairperson
iii. the Secretary
iv. the Treasurer
c. Each office-bearer of CoCA is, subject to these rules, to hold office for a term of two year until the conclusion of the annual general meeting following the end of the office bearer’s term, and is eligible for re-election for one consecutive term in a particular office bearer role.
d. In the event of a casual vacancy occurring, a delegate representing a financial member association of CoCA may be appointed to fill that vacancy, subject to these rules, until the next annual general meeting.
2. Election of Office Bearers
CoCA is empowered by this constitution to conduct business by electronic means and online voting. Office bearers are each directly responsible to CoCA for their roles, and are not empowered to act on behalf of the association as an Executive committee. No more than one delegate per member association can be elected as an Office Bearer. The Public Officer is not considered an Office Bearer for these purposes.
a. Nominations of candidates for election as office bearers of CoCA :
i. may be made in writing or by electronic means, by a financial member association of CoCA.
ii. must be made known to the Secretary of CoCA at least 7 days before the date fixed for the holding of the annual general meeting or special general meeting at which the election or ratification of election results is to take place.
iii. The Secretary will then contact nominees and seek either their acceptance or declination of the nomination.
c. If only one nomination is received for any position, that nominee is taken to be elected, unless the nominee represents an association with another delegate already elected as an office bearer.
d. If insufficient nominations are received for any position, nominations are called for from the floor at the annual general meeting. Should any position be unfilled they are taken to be casual vacancies.
e. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected, unless the nominee represents an association with another delegate already elected as an office bearer.
f. If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
g. The ballot for the election of office bearers may be conducted online prior to the annual general meeting with a scrutineer chosen by CoCA from those CoCA delegates not nominating for office bearer positions.
h. New office bearers will take over their responsibilities at the conclusion of the AGM for which their new term starts. ie, from the commencement of the first general meeting of CoCA, whether face to face or online.
i. An Office Bearer may not serve more than two consecutive terms in a particular Office Bearer role.
The role of the Chairperson is to :
a. be familiar with -
i. the history of CoCA
ii. CoCA philosophy and objectives
iii. the CoCA constitution, policies and procedures
iv. conflict resolution techniques
v. meeting procedures, to ensure maximum participation of members
b. offer leadership by -
i. facilitating dialogue between CoCA members and encouraging understanding of the needs of member associations
ii. encouraging resolution of specific issues through agreed processes, such as formation of motions, discussions and voting as appropriate
iii. supporting CoCA members and processes within the context of ( a ) above.
c. facilitate the agenda and ensure the convening of any face-to-face and electronic meetings as required by CoCA.
d. perform any duties as required by CoCA, which may include being a spokesperson on specific matters.
The role of the Vice-Chairperson is to assist the Chairperson in the smooth running of CoCA as outlined above, and to act as Convenor in the absence of the Chairperson.
a. The Secretary of CoCA is responsible directly to CoCA, and must as soon as practicable after being appointed as Secretary, lodge notice with CoCA members of his / her contact details.
b. It is the duty of the Secretary to ensure maintenance of records of :
i. all appointments of office bearers and the names of association member representatives of CoCA
ii. the names of member association Delegates present at face to face and electronic meetings, and
iii. all proceedings and decisions at face to face and electronic meetings, and
iv. a list of all motions moved and seconded for a vote, and the outcome of such vote.
c. The Secretary shall produce, retain and propagate minutes of proceedings at face to face meetings.
d. The Secretary shall maintain a record of all correspondence, paper and electronic, to and from CoCA, and ensure CoCA members receive copies of such correspondence as soon as possible after receipt of same.
a. The Treasurer of CoCA is responsible directly to CoCA members and is to ensure :
i. that all money due to the association is collected and that all payments authorised by CoCA are made, and
ii. that records are kept showing the financial affairs of CoCA, including full details of all receipts and expenditure.
b. CoCA’s year for financial accountability is the calendar year.
c. The duties of Treasurer may be fulfilled by the Secretary or Vice-Chairperson
7. Appointment of Public Officer
a. The Public Officer
i. must reside in New South Wales.
ii. is not required to be a delegate of a member association, but may be.
iii. is not an elected office bearer but is appointed by CoCA at the annual general meeting.
iv. may have their appointment confirmed at subsequent AGM by CoCA as required.
8. Casual vacancies
For the purposes of these rules, a casual vacancy occurs if the office bearer :
a. dies, or
b. ceases to be a member of their association, or
c. ceases to be the representative of their association, or
d. their association becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or
e. resigns office by notice in writing given to the Secretary or to the CoCA Committee, or
f. is removed from office under the next rule ( 7 ), or
g. becomes a mentally incapacitated person, or
h. their association ceases to be a member of CoCA.
9. Removal of an office bearer
a. CoCA may by resolution at a duly constituted meeting remove any office bearer before the expiration of their term of office, and may by resolution appoint another person to hold office until the expiration of the term of office of the office bearer so removed.
b. If the office bearer to whom a proposed removal resolution refers makes representation in writing to the Secretary or Chairperson and requests that the representation be notified to the members of CoCA, the Secretary must ensure a copy of the representations is sent to each member of CoCA for consideration.
A delegate is an authorised representative of a member association of CoCA who is appointed by said member association to be their representative at meetings of CoCA.
a. A member association may appoint up to 2 delegates, both of which may attend and participate in meetings, but only one of which may vote on any matter.
b. Written notification of a replacement or alternative delegate is to be forwarded to the Secretary to be received no later than 24 hours prior to a meeting or voting period.
11. Meetings and quorum
a. CoCA delegates must meet at least three times in each calendar year. Meetings may be held face to face, or by electronic means, provided all resolutions are made available to all members, via email, or via the association website.
b. Additional meetings of the association may be convened by the Chairperson or by any member of CoCA, and may be held by electronic means, provided all resolutions are tabled prior to the meeting.
c. Prior notice of a face to face meeting of CoCA must be given by the Secretary to each member of CoCA at such period as agreed on by the members of CoCA before the time appointed for the holding of the meeting.
d. Notice of a meeting given under the above clause ( c ) must specify the general nature of the business to be transacted at the meeting.
e. A quorum for the transaction of business at a general meeting, AGM and SGM of the association is 50% of the member associations, plus 1.
f. At a meeting of CoCA, the Chairperson, or in the Chairperson’s absence the Vice-chairperson is to preside, or if both those persons are absent or unwilling to act, then one of the remaining members of the association who is present may preside.
12. Delegation by CoCA to sub-committees
a. CoCA may delegate to one or more sub-committees (consisting of delegates representing member associations of CoCA, and assisted by other persons as approved by formal resolution of the membership) the exercise of such functions as are specified in the instrument, other than :
i. this power of delegation, and
iii. a function which is duly imposed on the association by the Act or by another law.
b. A function the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
c. A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
d. Despite any delegation under this rule, CoCA may continue to exercise any function delegated.
e. Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by CoCA.
f. CoCA may revoke wholly or in part any delegation under this rule.
g. A sub-committee may meet and adjourn as it thinks proper.
13. Voting and decisions
a. Questions arising at a meeting of CoCA or of any sub-committee appointed by CoCA, are determined by a majority of the votes from one delegate of each member association present, except in matters of constitutional change where 80% majority vote is required.
b. Each member association present at a meeting is entitled to 1 vote, although there may be 2 delegates present representing any member association.
c. In the event of an equality of votes, a motion would fail.
d. CoCA may act despite any vacancy of an office bearer, as long as quorum conditions are satisfied.
e. Any act or thing done or suffered, or purporting to have been done or suffered, by CoCA or by a sub-committee, is valid and effectual, despite any defect that may afterwards be discovered in the appointment or qualification of any delegate representing a member association of CoCA.
f. CoCA may establish mechanisms to gain input and feedback from the celebrant community and other individuals and groups as appropriate.
PART 4 – Meetings
1. Annual general meetings – holding of
CoCA must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association, convene an annual general meeting of members, which may be held face to face or by electronic means, provided all resolutions are made available to all members via email or website 30 days prior to the meeting.
2. Annual general meetings – calling of and business at
a. The annual general meeting of CoCA is, subject to the Act to be convened on such date and at such place and time as the association thinks fit.
b. In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following :
i. to confirm the minutes of the previous annual general meeting and of any special general meeting held since that date.
ii. to receive reports on the activities of CoCA during the previous financial year.
iii. to elect or ratify the election of office bearers of CoCA
iv. to appoint or confirm the appointment of the public officer
v. to appoint an auditor if necessary
vi. To receive and consider the statement of accounts and the reports that are required to be submitted to members under the Associations Incorporation Act 2009 section 73 (1)
c. An annual general meeting must be specified as such in the notice calling it.
3. Special general meetings – calling of
a. The association may convene a special general meeting of CoCA by face to face or electronic means.
b. CoCA must, on the requisition of at least 10 percent of the total number of member associations, convene a special general meeting of the association.
c. A requisition of members for a special general meeting:
i. must state the purpose of the meeting, and
ii. such requisition must be made in writing by the members making the requisition, and
iii. must be lodged with the Secretary and receipt confirmed by the Secretary with the proposer.
d. If CoCA fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
e. A special general meeting convened by a member or members as referred to in clause ( d ) above must be convened as nearly as is practicable in the same manner as general meetings are convened by the association and any member who consequently incurs expenses is entitled to be reimbursed by CoCA for any expense incurred.
a. 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 must, at least 30 days before the date fixed for the holding of the general meeting, give notice to each member specifying the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
b. If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the Secretary must, at least 40 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under clause ( a ) above, the intention to propose the resolution as a special resolution.
c. A member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
a. 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.
b. A quorum for the transaction of business at a general meeting is 50% of the member associations, plus 1.
6. Presiding member
a. The Chairperson of CoCA, or, in the Chairperson’s absence, the Vice-chairperson, is to preside as chairperson at each general meeting of the association.
b. If both the Chairperson and the Vice-chairperson are absent or unwilling to act, the members must elect one of their number to preside as chairperson at the meeting.
c. The presiding member is not entitled to an extra or deciding vote, as this would grant their association two votes.
a. The Chairperson of 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 is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
b. If a general meeting is adjourned, the Secretary must give written notice and where that is not possible oral notice of the adjourned meeting to each member of the association stating the place, date and time and the nature of the business to be transacted at the meeting.
c. Except as provided in clauses ( a ) and ( b ), 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.
8. Making of decisions
a. A question arising at a general meeting of the association is to be determined on a show of hands or by electronic voting, unless before/or on the declaration of the show of hands a poll is demanded, a declaration by the Chairperson 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 or against that resolution.
b. At a general meeting of the association, a poll may be demanded by the Chairperson or by at least three members present in person or by proxy at the meeting.
c. If a poll is demanded at a general meeting, the poll must be taken :
i. immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of adjournment, or
ii. in any other case, in such a manner and at such time before the close of the meeting as the Chairperson directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.
9. Special resolution
A resolution of CoCA is a special resolution :
a. if it is passed by a majority which comprises at least 80% of such members of the association as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which at least 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules.
a. On any question arising at a general meeting of CoCA, each member association has one vote only.
b. All votes must be given personally or by proxy but no member may hold more that 2 proxies.
c. A delegate or proxy is not entitled to vote at any general meeting of CoCA unless all money due and payable by the member association or proxy for the member association has been paid.
11. Appointment of proxies
Each member association is to be entitled to appoint a delegate of another member association as proxy by written notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
PART 5 – Miscellaneous
CoCA may effect and maintain insurance.
2. Funds - source
a. The funds of CoCA are to be derived from entrance fees if any, and annual subscriptions of member associations, donations, grants and, subject to any resolution passed by CoCA in general meeting, member levies and such other sources as determined.
b. All money received by CoCA must be deposited as soon as practicable and without deduction to the credit of CoCA’s account held in a bank, building society or credit union.
c. CoCA must, as soon as practicable after receiving any money, issue an appropriate receipt.
3. Funds - management
a. Subject to any resolution passed by the CoCA in a general meeting, the funds are to be used in pursuance of the objects of CoCA.
b. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two members of the CoCA.
4. 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 CoCA at a duly constituted meeting.
5. Custody of books
Except as otherwise provided by these rules, the Secretary must keep custody and control of all records, books and other documents relating to CoCA.
6. Inspection of books
The records, books and other documents of CoCA must be open to inspection, free of charge, by a delegate representing a member association of CoCA at a mutually convenient pre-arranged time and manner within 7 days of the request for inspection.
7. Service of notices
a. For the purpose of these rules, a notice may be served on or given to a person :
i. by delivering it to the person personally, or
ii. by sending it by post to the address of the person, or
iii. by sending it by electronic means to an address specified by the person for giving or serving the notice.
b. For the purpose of these rules, a notice is taken, unless the contrary is proved, to have been given or served :
i. in the case of a notice given or served personally, on the date which it is received by the addressee, and
ii. in the case of a notice sent by post, on the date when it would have been delivered in the ordinary course of post, and
iii. in the case of a notice sent by electronic means, on the date it was sent, or if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.
8. Winding up
In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the
Association must be disposed of in accordance with the provisions of the Act.