Associations Incorporation Reform Act 2012

Bellarine Landcare Group Inc.

An Incorporated Association Rules

Statement of Purpose of the Association

To promote biodiversity and the sustainable use of land and water resources;
and to create a healthy and natural environment on the Bellarine Peninsula.

Adopted at the General Meeting held on 8th April 2015 at Marcus Hill Hall.

 

Table of Provisions

PART 1 – PRELIMINARY

PART 2 – POWERS of ASSOCIATION

PART 3 - MEMBERS, DISCIPLINARY PROCEDURES and GRIEVANCES

Division 1 - Membership

Division 2 - Disciplinary Action

Division 3 - Grievance Procedure

PART 4 - GENERAL MEETINGS of THE ASSOCIATION

PART 5 - THE COMMITTEE

Division 1 - Powers of Committee

Division 2 - Composition of the Committee and duties of members

Division 3 - Election of Committee members and tenure of office

Division 4 - Meetings of the Committee

PART 6   -   FINANCIAL MATTERS

PART 7   -   GENERAL MATTERS

Common seal

Registered address

Notice requirements

Custody and inspection of books and records

Winding up and cancellation

Alteration of Rules

PART 1 – PRELIMINARY

Name

The name of the Incorporated Association is “Bellarine Landcare Group Incorporated”.

Note

Under section 23 of the Act, the name of the association and its registration number must appear on all its business documents.

Purposes

The purposes of the Association are:
To promote bio-diversity and the sustainable use of land and water resources and;
To create a healthy and natural environment on the Bellarine Peninsula.

Financial Year

The financial year of the Association is each period of 12 months ending on 31st December.

Definitions

In these Rules:

absolute majority of the Committee

means a majority of the Committee members currently holding office and entitled to vote at the time (as distinct from a majority of Committee members present at a Committee meeting);

associate member

means a member referred to in rule 14(1);Chairperson, of a general meeting or Committee meeting, means the person chairing the meeting as required under rule 46;

Committee

means the Committee having management of the business of the Association;

committee meeting

means a meeting of the Committee held in accordance with these Rules;

Committee member

means a member of the Committee elected or appointed under Division 3 of Part 5;

disciplinary appeal meeting

means a meeting of the members of the Association convened under rule 23.3;

disciplinary meeting 

means a meeting of the Committee convened for the purpose of rule 22;

Disciplinary subcommittee 

means the Subcommittee appointed under rule 20;

financial year

means the 12 month period specified in rule 3;

general meeting

means a general meeting of the members of the Association convened in accordance with Part 4 and includes an annual meeting, a special general meeting and a disciplinary appeal meeting;

member

means a member of the Association;

member entitled to vote

means a member who under rule 13.2 is entitled to vote at a general meeting;

special resolution

means a resolution that requires not less than three-quarters of the members voting at a general meeting, whether in person or by proxy, to vote in favour of the resolution;

the Act

means the Associations Incorporation Reform Act 2012 and includes any regulations made under that Act;

the Registrar

means the Registrar of Incorporated Associations.

PART 2 – POWERS of ASSOCIATION

Powers of Association

5.1 Subject to the Act, Association has power to do all things incidental or conducive to achieve its purposes.

5.2 Without limiting sub-rule 5.1, the Association may:

5.2.1 acquire, hold and dispose of real or personal property;
5.2.2 open and operate accounts with financial institutions;
5.2.3 invest its money in any security in which trust monies may lawfully be invested;
5.2.4 raise and borrow money on any terms and in any manner as it thinks fit;
5.2.5 secure the repayment of money raised or borrowed, or the payment of a debt or liability;
5.2.6 appoint agents to transact business on its behalf;
5.2.7 enter into any other contract it considers necessary or desirable.

5.3 The Association may only exercise its powers and use its income and assets (including any surplus) for its purposes.   

Not for Profit Organisation

6.1 The Association must not distribute any surplus, income or assets directly or indirectly to its members.

6.2 Sub-rule 6.1 does not prevent the Association from paying a member:

6.2.1 reimbursement for expenses properly incurred by the member; or
6.2.2  for goods or services provided by the member if this is done in good faith on terms no more favourable than if the member was not a member.

Note
Section 33 of the Act provides that an incorporated association must not secure pecuniary profit for its members. 
Section 4 of the Act sets out in more detail the circumstances under which an incorporated association is not taken to secure pecuniary profit for its members.

PART 3 - MEMBERS, DISCIPLINARY PROCEDURES and GRIEVANCES

Division 1 - Membership

Minimum Number of Members

  7.1The Association must have at least 10 members.

Who is eligible to be a member

8.1  Any person who is over 18 years of age and supports the purposes of the Association is eligible for membership.

Application for membership

9.1 To apply to become a member of the Association, a person must submit a written application to the Committee stating that the person:

9.1.1 wishes to become a member of the Association; and
9.1.2 supports the purposes of the Association; and
9.1.3 agrees to comply with these Rules.

9.2  The application:

9.2.1 must be signed by the applicant; and
9.2.2 may be accompanied by the joining fee.

Note
The joining fee is the fee (if any) determined by the Association under rule 12(3).

Consideration of application

10.1 As soon as practicable after an application for membership is received, the Committee shall ensure the application is processed promptly and that the applicant is notified in writing of the decision.

10.2 If the Committee subsequently rejects the application, it must return any money accompanying the application to the applicant.

10.3 No reason need be given for the rejection of an application.

New membership

If an application for membership is approved by the Committee—

11.1 the Secretary must, as soon as practicable, ensure the name and address of the new member, and the date of becoming a member is entered in the register of members.

11.2 A person becomes a member of the Association and, subject to rule 13.2, is entitled to exercise his or her rights of membership from the date, whichever is later, on which:

11.2.2 the Committee approves the person's membership; or
11.2.2 the person pays a joining fee (if applicable) and their annual subscription fee.  

Annual subscription and fee on joining

12.1 At each annual general meeting, the Association must determine:

12.1.1 the amount of the annual subscription (if any) for the following financial year and
12.1.2 the date for payment of the annual subscription will be payable on or before 1st July.

12.2 The Association may determine that a lower annual subscription is payable by associate members.

12.3 The rights of a member (including the right to vote) who has not paid the annual subscription by the due date of the subsequent year will be suspended until the subscription is paid.

General rights of members

13.1 A member of the Association who is entitled to vote has the right:

13.1.1 to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and
13.1.2 to submit items of business for consideration at a general meeting; and
13.1.3 to attend and be heard at general meetings; and
13.1.4 to vote at a general meeting; and
13.1.5 to have access to the minutes of general meetings and other documents of the Association as provided under rule 75; and
13.1.6 to inspect the register of members.

13.2 A member is entitled to vote if:

13.2.1 the member is a member other than an associate member; and
13.2.2 more than 10 business days have passed since he or she became a member of the Association; and
13.2.3 the member’s membership rights are not suspended for any reason.

Associate & Honourary Members

14.1     Associate members of the Association include—

14.1.1 any members under the age of 18 years; and
14.1.2 any other category of member as determined by special resolution at a general meeting.
14.1.3 an associate member must not vote but may have other rights as determined by the Committee or by resolution at a general meeting.

14.2 An honourary member may be appointed from time to time by the committee in recognition of long service or exemplary conduct

14.3 An honourary member has all rights of a member but no longer pays annual fees.

Rights not transferable

15.1  The rights of a member are not transferable and end when membership ceases.  

Ceasing Membership

16.1 The membership of a person ceases on resignation, expulsion or death.

16.2 The Committee may determine by resolution that members who have failed to pay their subscription fees for two years are no longer members.

16.3 If a person ceases to be a member of the Association, the Secretary must, as soon as practicable, enter the date the person ceased to be a member in the register of members

Resigning as a member

17.1 A member may resign by notice in writing given to the Association.

Note
Rule 74(3) sets out how notice may be given to the association.  It includes by post or by handing the notice to a member of the committee.

17.2 A member is taken to have resigned if the member’s annual subscription is more than 24 months in arrears.

Register of members

18.1 The Secretary must ensure a register of members is kept and maintained that includes:

18.1.1 for each current member:
18.1.1.1 the member’s name;
18.1.1.2 the address for notice last given by the member;
18.1.1.3 the date of becoming a member;
18.1.1.4 if the member is an associate member, a note to that effect;
18.1.1.5 any other information determined by the Committee; and
18.1.2 for each former member, the date ceasing to be a member.

18.2 Any member may, at a reasonable time and free of charge, inspect the register of members.

Note
Under Section 59 of the Act, access to the personal information of a person recorded in the register of members may be restricted in certain circumstances.  Section 58 of the Act provides that it is an offence to make improper use of information about a person obtained from the Register of Members.

Division 2 - Disciplinary Action

Grounds for taking disciplinary action

The Association may take disciplinary action against a member in accordance with this Division if it is determined that a member:

19.1 has failed to comply with these Rules; or

19.2 refuses to support the purposes of the Association; or

19.3 has engaged in conduct prejudicial to the Association.

Disciplinary sub-committee

20.1 If the Committee is satisfied that there are sufficient grounds for taking disciplinary action against a member, the Committee must appoint a Disciplinary Sub-committee to hear the matter and determine what action, if any, to take against the member.

20.2 The members of the Disciplinary Sub-committee:

20.2.1 may be Committee members, members of the Association or anyone else; but
20.2.2 must not be biased against, or in favour of, the member concerned.

Notice to member

21.1 Before disciplinary action is taken against a member, the Secretary must give written notice to the member:

21.1.1 stating that the Association proposes to take disciplinary action against the member; and
21.1.2 stating the grounds for the proposed disciplinary action; and
21.1.3 specifying the date, place and time of the meeting at which the Disciplinary Sub-committee intends to consider the disciplinary action (the disciplinary meeting); and
21.1.4 advising the member that he or she may do one or both of the following:
21.1.4.1 attend the disciplinary meeting and address the Disciplinary Sub-committee at that meeting;
21.1.4.2 give a written statement to the Disciplinary Sub-committee at any time before the disciplinary meeting; and
21.1.5 setting out the member’s appeal rights under rule 23.

21.2 The notice must be given no earlier than 28 days, and no later than 14 days, before the disciplinary meeting is held.

Decision of sub-committee

22.1 At the disciplinary meeting, the Disciplinary Sub-committee must;

22.1.1 give the member an opportunity to be heard; and
22.1.2 consider any written statement submitted by the member.

22.2 After complying with sub-rule 22.1, the Disciplinary Sub-committee may:

22.2.1 take no further action against the member; or
22.2.2 subject to sub-rule 22.3:
22.2.2.1 reprimand the member; or
22.2.2.2 suspend the membership rights of the member for a specified period; or
22.2.2.3 expel the member from the Association.

22.3 The Disciplinary Sub-committee may not fine the member.

22.4 The suspension of membership rights or the expulsion of a member by the Disciplinary Sub-committee under this rule takes place immediately after the vote is passed.

Appeal Rights

23.1 A person whose membership rights have been suspended or who has been expelled from the Association under rule 22 may give notice to the effect that he or she wishes to appeal against the suspension or expulsion.

23.2 The notice must be in writing and given:

23.2.1 to the Disciplinary Sub-committee immediately after the vote to suspend or expel the person is taken; or
23.2.2 to the Secretary not later than 48 hours after the vote.  

23.3 If a person has given notice under sub-rule 23.2, a disciplinary appeal meeting must be convened by the Committee as soon as practicable, but in any event not later than 21 days, after the notice is received.   

23.4 Notice of the disciplinary appeal meeting must be given to each member of the Association who is entitled to vote as soon as practicable and must:

23.4.1 specify the date, time and place of meeting; and
23.4.2 state:

23.4.2.1 the name of the person against whom the disciplinary action has been taken;
23.4.2.2 the grounds for taking that action; and
23.4.2.3 that at the disciplinary appeal meeting the members present must vote on whether the decision to suspend or expel the person should be upheld or revoked.

Conduct of disciplinary appeal meeting

24.1 At a disciplinary appeal meeting:

24.1.1 no business other than the question of the appeal may be conducted; and
24.1.2 the Committee must state the grounds for suspending or expelling the member and reasons for taking that action; and
24.1.3 the person whose membership has been suspended or who has been expelled must be given an opportunity to be heard.

24.2 After complying with sub-rule 24.1, the members present and entitled to vote at the meeting must vote by secret ballot on the question of whether the decision to suspend or expel the person should be upheld or revoked.

24.3 A member may not vote by proxy at the meeting.

24.4 The decision is upheld if not less than three quarters of the members voting at the meeting vote in favour of the decision.  

Division 3 - Grievance Procedure

Application

25.1 The grievance procedure set out in this Division applies to disputes under these Rules between:

25.1.1 a member and another member;
25.1.2 a member and the Committee;
25.1.3 a member and the Association.

25.2 A member must not initiate a grievance procedure in relation to a matter that is the subject of a disciplinary procedure until the disciplinary procedure has been completed.   

Parties must attempt to resolve the dispute
The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.

Appointment of a mediator

27.1 If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 26, the parties must within 10 days:

27.1.1 notify the Committee of the dispute; and
27.1.2 agree to or request the appointment of a mediator; and
27.1.3 attempt in good faith to settle the dispute by mediation.

27.2 The mediator must be:

27.2.1 a person chosen by agreement between the parties; or
27.2.2 in the absence of agreement:
27.2.2.1 if the dispute is between a member and another member – a person appointed by the Committee; or
27.2.2.2 if the dispute is between a member and the Committee of Association – a person appointed or employed by the Dispute Settlement Centre of Victoria.   

27.3 A mediator appointed by the Committee may be a member or former member of the Association but in any case must not be a person who:

27.3.1 has a personal interest in the dispute; or
27.3.2 is biased in favour of or against any party.

Mediation Process

28.1 The mediator to the dispute, in conducting the mediation, must:

28.1.1 give each party an equal opportunity to be heard; and
28.1.2 allow due consideration by all parties of any written statement submitted by any party; and
28.1.3 ensure that natural justice is accorded to the parties throughout the mediation process.

28.2 The mediator must not determine the dispute.

Failure to resolve dispute by Mediation
If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

PART 4 - GENERAL MEETINGS of THE ASSOCIATION

Annual General Meetings

30.1 The Committee must convene an annual general meeting of the Association to be held within 5 months after the end of the financial year.

30.2 Despite sub-rule 30.1, the Association may hold its first annual general meeting at any time within 18 months after its incorporation.

30.3 The Committee may determine the date, time and place of the annual general meeting.

30.4 The ordinary business of the annual general meeting is as follows:

30.4.1 to confirm the minutes of the previous annual general meeting and of any special general meeting held since then;
30.4.2 to receive and consider:

30.4.2.1 the annual report of the Committee on the activities of the Association during the preceding financial year; and
30.4.2.2 the financial statements of the Association for the preceding financial year submitted by the Committee in accordance with Part 7 of the Act;
30.4.2.3 to elect members of the Committee;
30.4.2.4 to confirm or vary the amounts (if any) of the annual subscription fee and joining fee.

30.5 The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.

Special General Meetings

31.1 Any general meeting of the Association, other than an annual general meeting or disciplinary appeal meeting is a special general meeting.

31.2 The Committee may convene a special general meeting whenever it thinks fit.

31.3 No business other than that set out in the notice under rule 33 may be conducted at the meeting.

Note
General business may be considered at the meeting if it is included as an item for consideration in the notice under rule 33 and the majority of members at the meeting agree.

Special general meeting held at request of members

32.1 The Committee must convene a special general meeting if a request to do so is made in accordance with sub-rule 32.2 by at least 10% of the total membership or 8 of the members whichever is the greater.

32.2 A request for a special general meeting must:

32.2.1 be in writing; and
32.2.2 state the business to be considered at the meeting and any resolutions to be proposed; and
32.2.3 include the names and signatures of the members requesting the meeting; and
32.2.4 be given to the Secretary.

32.3 If the Committee does not convene a special general meeting within one month after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.

32.4 A special general meeting convened by members under sub-rule 32.3:

32.4.1 must be held within 3 months after the date on which the original request was made; and
32.4.2  may only consider the business stated in that request.

32.5 The Association must reimburse all reasonable expenses incurred by the members convening a special general meeting under sub-rule 32.3.

Notice of General Meetings

33.1 The Secretary (or, in the case of a special general meeting convened under rule 32.3, the members convening the meeting) must give to each member of the Association:

33.1.1 at least 21 days’ notice of a general meeting if a special resolution is to be proposed at the meeting; or
33.1.2 at least 14 days’ notice of a general meeting in any other case.

33.2 The notice must:

33.2.1 specify the date, time and place of the meeting; and
33.2.2 indicate the general nature of each item of business to be considered at the meeting; and
33.2.3 if a special resolution is to be proposed:
33.2.3.1 state in full the proposed resolution; and
33.2.3.2 state the intention to propose the resolution as a special resolution; and
33.2.3 comply with rule 34.5

33.3 This rule does not apply to a disciplinary appeal meeting.

Note
Rule 23(4) sets out the requirements for notice of a disciplinary appeal meeting.

Proxies

34.1 A member may appoint another member as his or her proxy to vote and speak on his or her behalf at a general meeting other than at a disciplinary appeal meeting.

34.2 The appointment of a proxy must be in writing and signed by the member making the appointment.

34.3 The member appointing a proxy must give specific directions as to how the proxy is to vote on his or her behalf.

34.4 If the Committee has approved a form for the appointment of a proxy, the member may use another form that clearly identifies the person appointed as the member’s proxy, their voting intentions and that has been signed by the member.  

34.5 Notice of a general meeting given to a member under rule 33 must:

34.5.1 state that the member may appoint another member as a proxy for the meeting; and
34.5.2 include a copy of any form that the Committee has approved for the appointment of a proxy.

34.6 A form appointing a proxy must be given to the Chairperson of the meeting before or at the commencement of the meeting.

34.7 A form appointing a proxy sent by post or electronically is of no effect unless it is received by the Association no later than 24 hours before the commencement of the meeting.  

Use of Technology

35.1 A member not physically present at a general meeting may be permitted to participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.  

35.2 For the purposes of this Part, a member participating in a general meeting as permitted under sub-rule 35.1 is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.  

Quorum at General Meetings

36.1 No business may be conducted at a general meeting unless a quorum of members is present.

36.2 The quorum for a general meeting is the presence (physically, by proxy or as allowed under rule 35) of 8 of the members entitled to vote.  

36.3 If a quorum is not present within 30 minutes after the notified commencement time of a general meeting:

36.3.1 in the case of a meeting convened by, or at the request of, members under rule 32, the meeting must be dissolved;
Note
If a meeting convened by, or at the request of, members is dissolved under this subrule, the business that was to have been considered at the meeting is taken to have been dealt with. If members wish to have the business reconsidered at another special meeting, the members must make a new request under rule 32.
36.3.2 in any other case:
36.3.2.1 the meeting must be adjourned to a date not more than 21 days after the adjournment; and
36.3.2.2 notice of the date, time and place to which the meeting is adjourned must be given at the meeting and confirmed by written notice to all members as soon as practicable after the meeting.   

36.4 If a quorum is not present within 30 minutes after the time to which a general meeting has been adjourned under sub-rule 36.3.2, the members present at the meeting (if not fewer than 3) may proceed with the business of the meeting as if a quorum were present.

Adjournment of General Meeting

37.1 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 to another time at the same place or another place.

37.2 Without limiting sub-rule 37.1, a meeting may be adjourned:

37.2.1  if there is insufficient time to deal with the business at hand; or
37.2.2 to give the members more time to consider an item of business.

Example
The members may wish to have more time to examine the financial statements submitted by the Committee at an annual general meeting.

37.3 No business may be conducted on the resumption of an adjourned meeting other than the business that remained unfinished when the meeting was adjourned.

37.4 Notice of the adjournment of a meeting under this rule is not required unless the meeting is adjourned for 14 days or more, in which case notice of meeting must be given in accordance with rule 33.

Voting at a General Meeting

38.1 On any question arising at general meeting:

38.1.1 subject to sub-rule 38.3 each member who is entitled to vote has one vote; and
38.1.2 members may vote personally or by proxy; and
38.1.3 except in the case of a special resolution, the question must be decided on a majority of votes.

38.2 If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.

38.3 If the question is whether or not to confirm the minutes of a previous meeting, only members who were present at that meeting may vote.

38.4 This rule does not apply to a vote at a disciplinary appeal meeting conducted under rule 24.  

Special Resolutions

39.1  A special resolution is passed if not less than three quarters of the members voting at a general meeting (whether in person or by proxy) vote in favour of the resolution.   

Note
In addition to certain matters specified in the Act, a special resolution is required—
(a)    to remove a committee member from office ;
(b)    to alter these Rules, including changing the name or any of the purposes of the Association.

Determining whether resolution carried

40.1 Subject to subsection 40.2, the Chairperson of a general meeting may, on the basis of a show of hands, declare that a resolution has been:

40.1.1 carried; or
40.1.2 carried unanimously; or
40.1.3 carried by a particular majority; or
40.1.4 lost –
and an entry to that effect in the minutes of the meeting is conclusive proof of that fact.

40.2 If a poll (where votes are cast in writing) is demanded by three or more members on any question:

40.2.1 the poll must be taken at the meeting in the manner determined by the Chairperson of the meeting; and
40.2.2 the Chairperson must declare the result of the resolution on the basis of the poll.

40.3 A poll demanded on the election of the Chairperson or on a question of an adjournment must be taken immediately.

40.4 A poll demanded on any other question must be taken before the close of the meeting at a time determined by the Chairperson.

Minutes of General Meeting

41.1 The Committee must ensure that minutes are taken and kept of each general meeting.

41.2 The minutes must record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.

41.3 In addition, the minutes of each annual general meeting must include:

41.3.1 the names of the members attending the meeting; and
41.3.2 proxy forms given to the Chairperson under rule 34.6; and
43.3.3 the financial statements submitted to members in accordance with rule 30.4.2.2; and
43.3.4 the certificate signed by two Committee members certifying that the financial statements give a true and fair view of the financial position and performance of the Association; and
43.3.5 any audited accounts and auditor’s report or report of a review accompanying the financial statements that are required under the Act.

PART 5 - THE COMMITTEE

Division 1 - Powers of Committee

Role and Powers

42.1 The business of the Association must be managed by or under the direction of the Committee.

42.2 The Committee may exercise all the powers of the Association except those powers that these Rules or the Act require to be exercised by general meetings of the members of the Association.   

42.3 The Committee may:

42.3.1 appoint and remove staff;
42.3.2 establish Sub-committees with terms of reference it considers appropriate.

Delegation

43.1 The Committee may delegate to a member of the Committee, a Sub-committee or staff, any of its powers and functions other than:

43.1.1 this power of delegation: or
43.1.2 a duty imposed on the Committee by the Act or any other law.

Division 2 - Composition of the Committee and duties of members

Composition of The Committee

The Committee consists of an Executive comprising:

44.1 a President; and

44.2 a Vice President; and

44.3 a Secretary; and

44.4 a Treasurer; and

44.5 four (4) non-Executive members.

44.6 The Committee may co-opt up to 2 additional members if it determines a need.

General Duties

45.1 As soon as practicable after being elected or appointed to the Committee, each Committee member must become familiar with these Rules and the Act.

45.2 The Committee is collectively responsible for ensuring that the Association compiles with the Act and that individual members of the Committee comply with these Rules.

45.3 Committee members must exercise their powers and discharge their duties with reasonable care and diligence.

45.4 Committee members must exercise their powers and discharge their duties:

45.4.1 in good faith in the best interests of the Association; and
45.4.2 for a proper purpose.

45.5 Committee members and former Committee members must not make improper use of:

45.5.1 their position; or
45.5.2 information acquired by virtue of holding their position so as to gain an advantage for themselves or any other person or to cause detriment to the Association.

Note
See also Division 3 of Part 6 of the Act which sets out the general duties of the office holders of an incorporated association.

45.6 In addition to any duties imposed by these Rules, a Committee member must perform any other duties imposed from time to time by resolution at a general meeting.  

President and Vice-President

46.1 Subject to sub-rule 46.2, the President or, in the President’s absence, the Vice-President is the Chairperson for any general meetings and for any Committee meetings.

46.2 If the President and the Vice-President are both absent, and unable to preside, the Chairperson of the meeting must be:

46.2.1 in the case of a general meeting, a member elected by other members present; or
46.2.2 in the case of a Committee member, a Committee member elected by other Committee members present.

Secretary

47.1 The Secretary must perform any duty or function required under the Act to be performed by the secretary of an incorporated Association.   

Example
Under the Act, the secretary of an incorporated association is responsible for lodging documents of the association with the Registrar.

47.2 The Secretary must:

47.2.1 maintain the register of members in accordance with rule 18 ; and
47.2.2 keep custody of the common seal (if any) of the Association and, except for the financial records referred to in rule 70.3, all books, documents and securities of the Association in accordance with rules 72 and 75; and
47.2.3 subject to the Act and these Rules, provide members with access to the register of members, the minutes of general meetings and other books and documents; and
47.2.4 perform any other duty of function imposed on the Secretary by these Rules.

47.3 The Secretary must give to the Registrar notice of his or her appointment within 28 days after the appointment.

Treasurer

48.1 The Treasurer must:

48.1.1 ensure all monies paid to or received by the Association are receipted in the name of the Association; and
48.1.2 ensure that all moneys received are paid into the account of the Association within 5 working days after receipt; and
48.1.3 ensure any payments authorised by the Committee or by a general meeting of the Association from the Association’s funds are made; and
48.1.4 in his or her absence, ensure cheques are signed by at least 2 members authorised by the Committee.

48.2 The Treasurer must:

48.2.1 ensure that the financial records of the Association are kept in accordance with the Act; and
48.2.2 coordinate the preparation of the financial statements of the Association and their certification by the Committee prior to their submission to the annual general meeting of the Association.  

48.3 The Treasurer is authorised as a sole signatory to conduct internet and cheque payments.

48.4 The Treasurer must ensure that at least one other Committee member has access to the accounts and financial records of the Association.  

48.5 In the event of a protracted unavailability of the treasurer, the committee shall appoint a deputy to act on his / her behalf.

Division 3 - Election of Committee members and tenure of office

Who is eligible to be a Committee Member

A member is eligible to be elected or appointed as a Committee member if the member :

49.1 is 18 years or over; and

49.2 is entitled to vote at a general meeting.

Positions to be declared vacant

50.1 At the first annual general meeting of the Association after its incorporation, the Chairperson must declare all Committee positions vacant and hold elections for those positions in accordance with rules 51 to 54.

50.2 For subsequent annual general meetings of the Association, after the annual report and financial statements of the Association have been received, the Chairperson must declare up to one half of Committee positions vacant and hold elections for those positions in accordance with rules 51 to 54.

50.3 The members who are to resign from the Committee at each Annual General Meeting are any members who have been appointed to the Committee by the Committee during the past year and then the members who have served for the longest period. Where a decision has to be made between two or more members who have served an equal length of time on the Committee, the member(s) to retire shall be determined by lot.

50.4 Retiring members of the Committee can re-nominate for election to the Committee.

Nominations

51.1 The number of vacant positions must be advised in the notice of annual general meeting.

51.2 Nominations to fill these positions must be received by the Association prior to the commencement of the meeting.

51.3 Any eligible member may be nominated.   Each nomination must be moved and seconded by those who are members of the Association with the nominee’s consent.  

Election of Committee Members

52.1 A single election may be held to fill all vacant positions.

52.2 If the number of members nominated for the positions of vacant Committee members is equal to or less than to the number to be elected, the Chairperson of the meeting must declare each of those members to be elected to the position.   

52.3 If the number of members nominated exceeds the number to be elected, a ballot must be held in accordance with rule 53.

Ballot

53.1 If a ballot is required for the election for a position, the Chairperson of the meeting must appoint a member to act as returning officer to conduct the ballot.

53.2 The returning officer must not be a member nominated for the position.

53.3 Before the ballot is taken, each candidate may make a short speech in support of his or her election.

53.4 The election must be by secret ballot.

53.5 The returning officer must give a voting paper to each member and proxy present.   In the case of a member attending via technology, the returning officer must provide an email address for an email vote to be received.

Example
If a member has been appointed the proxy of 5 other members, the member must be given 6 ballot papers—one for the member and one each for the other members.

53.6 If the ballot is for a single position, the voter must identify on the ballot paper or email the name of the candidate for whom they wish to vote.

53.7 If the ballot is for more than one position:

53.7.1 the voter must identify on the ballot paper or email the name of each candidate they wish to vote for;
53.7.2 the voter must not identify the names of more candidates than the number to be elected.

53.8 Ballot papers (including emails) that do not comply with sub-rule 53.7.2 are not to be counted.

53.9 Each ballot paper (including email) on which the candidate has been identified counts as one vote for that candidate.

53.10 The returning officer must declare elected the candidate, or in the case of an election for more than one position, the candidates who received the most votes.  

53.11 If the returning officer is unable to declare the result of an election under sub-rule 53.10 because 2 or more candidates received the same number of votes, the returning officer must:

53.11.1  conduct a further election for the position in accordance with sub-rules 53.4 to 53.10 to decide which of the candidates is to be elected: or
53.11.2 with the agreement of those candidates, decide by lot which of them is to be elected.  

Examples
The choice of candidate may be decided by the toss of a coin, drawing straws or drawing a name out of a hat.

Election of the Executive

54.1 At the first meeting of the Committee following the annual general meeting, the Committee will elect from among their number an Executive composed of the President, Vice-President, Secretary, and Treasurer of the Association.    
54.2 The term of office of each Executive position is for one year.   

Term of Office

55.1 Subject to sub-rule 55.3 and rule 56, a Committee member elected at the Annual General Meeting will hold office for two years.

55.2 Up to one half of the Committee will retire annually.   A Committee member may be re-elected.

55.3 A general meeting of the Association may:

55.3.1 by special resolution remove a Committee member from office; and
55.3.2 elect an eligible member of the Association to fill the vacant position in accordance with this Division.

55.4 A member who is the subject of a proposed special resolution under sub-rule 55.3.1 may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that representations be provided to the members of the Association.

55.5 The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting at which the special resolution is to be proposed.

Vacation of Office

56.1 A Committee member may resign from the Committee by written notice addressed to the Committee.  

56.2 A person ceases to be a Committee member if he or she:

56.2.1 ceases to be a member of the Association; or
56.2.2 fails to attend 3 consecutive Committee meetings (other than special or urgent Committee meetings) without leave of absence under rule 67; or
56.2.3 otherwise ceases to be a Committee member by operation of section 78 of the Act.

Note
A Committee member may not hold the office of secretary if they do not reside in Australia.

Filling Casual Vacancies

57.1 The Committee may appoint an eligible member of the Association to fill a position on the Committee that:

57.1.1 has become vacant under rule 56; of
57.1.2 was not filled by election at the last annual general meeting.

57.2 If the position of Secretary becomes vacant, the Committee must appoint a member to the position within 14 days after the vacancy arises.  

57.3 Rule 55 applies to any Committee member appointed by the Committee under sub-rule 57.1 and 57.2

57.4 The Committee may continue to act despite any vacancy in its membership.

Division 4 - Meetings of the Committee

Meetings of the Committee

58.1 The Committee must meet at least 4 times in each year at the dates, times and places determined by the Committee.

58.2 The date, time and place of the first Committee meeting must be determined by the members of the Committee as soon as practicable after the annual general meeting of the Association at which the members of the Committee were elected.  

58.3 Special Committee meetings may be convened by the President or by any 4 members of the Committee.

Notice of Meetings

59.1 Notice of each Committee meeting must be given to each Committee member no later than 7 days before the date of the meeting.

59.2 Notice may be given of more than one Committee meeting at the same time.

59.3 The notice must state the date, time and place of the meeting.

59.4 If a special Committee meeting is convened, the notice must include the general nature of the business to be conducted.  

Urgent Meetings

60.1 In cases of urgency, a meeting can be held without notice being given in accordance with rule 59 provided that as much notice as practicable is given to each Committee member by the quickest means practicable.   

60.2 Any resolution made at the meeting must be passed by an absolute majority of the Committee.

60.3 The only business that may be conducted at an urgent meeting is the business for which the meeting is convened.

Procedure and order of business

61.1 The procedure to be followed at a meeting of the Committee must be determined by the Committee.

61.2 The order of business may be determined by the members present at the meeting.

Use of Technology

62.1 A Committee member who is not physically present at a Committee meeting may participate in the meeting by use of technology that allows that Committee member and the Committee members present at the meeting to clearly and simultaneously communicate with each other.

62.2 For the purposes of this Part, a Committee member participating in a Committee meeting as permitted under sub-rule 62.1 is taken to be present at the meeting, and, if the member votes at the meeting, is taken to have voted in person.   

Quorum

63.1 No business may be conducted at a Committee meeting unless a quorum is present.

63.2 The quorum for a Committee meeting is the presence (in person or as allowed under rule 62) of at least 4 Committee members.

63.3 If a quorum is not present within 30 minutes after the notified commencement time of a Committee meeting –

63.3.1 in the case of a special meeting – the meeting lapses
63.3.2 in any other case  the meeting must be adjourned to a time, date and place in accordance with rule 59.

Voting

64.1 On any question arising at a Committee meeting, each Committee member present at the meeting has one vote.

64.2 A motion is carried if a majority of Committee members present at the meeting vote in favour of the motion.

64.3 Sub-rule 64.2 does not apply to any motion or question which is required by these Rules to be passed by an absolute majority of the Committee.

64.4 If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.

64.5 Voting by proxy is not permitted.

Conflict of Interest

65.1 A Committee member who has a material personal interest in a matter being considered at a Committee meeting must disclose the nature and extent of that interest to the Committee.

65.2 The member—

65.2.1 must not be present while the matter is being considered at the meeting; and
65.2.1 must not vote on the matter.

Note
Under section 81(3) of the Act, if there are insufficient committee members to form a quorum because a member who has a material personal interest is disqualified from voting on a matter, a general meeting may be called to deal with the matter.

65.3 This rule does not apply to a material personal interest :

65.3.1 that exists only because the member belongs to a class of persons for whose benefit the Association is established; or
65.3.2 that the member has in common with all, or a substantial proportion of, the members of the Association.

Minutes of Meeting

66.1 The Committee must ensure that the minutes are taken and kept of each Committee meeting

66.2 The minutes must record the following:

66.2.1 the names of the members in attendance at the meeting;
66.2.2 the business considered at the meeting;
66.2.3 any resolution on which a vote is taken and the result of the vote;
66.2.4 any material personal interest disclosed under rule 65.

Leave of Absence

67.1 The Committee may grant a Committee member leave of absence from Committee meetings for a period not exceeding 3 regular meetings.

67.2 The Committee must not grant leave of absence retrospectively unless satisfied that it was not feasible for the Committee member to seek leave of absence in advance.

PART 6   -   FINANCIAL MATTERS

Source of Funds

68.1  The funds of the Association may be derived from joining fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the Committee.

Management of Funds

69.1 The Association must open an account with an authorised financial or Deposit Taking Institution from which all expenditure of the Association is made and into which all of the Association’s revenue is deposited.

69.2 Subject to any restrictions imposed by a general meeting of the Association, the Committee may approve expenditure on behalf of the Association.

69.3 The Committee may authorise the Treasurer to expend funds on behalf of the Association (including by electronic funds transfer) up to a specified limit without requiring approval from the Committee for each item on which the funds are expended.

69.4 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by 2 members approved by the Committee.

69.5 All funds of the Association must be deposited into a financial account of the Association no later than 5 working days after the receipt.

69.6 With the approval of the Committee, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.

69.7 Funds held for investment may only be deposited in an authorised Financial or Deposit Taking Institution or Commonwealth Government Securities or Securities guaranteed by the Victoria Government.

Financial Records

70.1 The Association must keep financial records that:

70.1.1 correctly record and explain its transactions, financial position and performance; and
70.1.2 enable financial statements to be prepared as required by the Act.

70.2 The Association must retain the financial records for 7 years after the transactions covered by the records are completed.

70.3 The Treasurer must keep in his or her custody, or under his or her control—

70.3.1 the financial records for the current year; and
70.3.2 any other financial records as authorised by the Committee.

Financial Statements

71.1 For each financial year, the Committee must ensure that the requirements under the Act relating to the financial statements of the Association are met.

71.2 Without limiting sub-rule 71.1, those requirements include:

71.2.1 the preparation of financial statements;
71.2.2 if required, the review or auditing of the financial statements;
71.2.3 the certification of the financial statement by the Committee;
71.2.4 the submission of the financial statements to the annual general meeting of the Association;
71.2.5 the lodgement with the Registrar of the financial statements and accompanying reports, certificates, statements and fee.

71.3     If required under the Act or it is decided at an Annual General Meeting to be necessary an Auditor or Auditors shall be elected each year at the Annual General Meeting and will hold office until the conclusion of the next Annual General Meeting.

71.4     In the event of a casual vacancy in the office of Auditor the Executive may temporarily appoint to such office a person qualified to hold the same and the person appointed will hold office until the conclusion of the next Annual General Meeting.

PART 7   -   GENERAL MATTERS

Common Seal

72.1     The Association may have a common seal.

72.2     If the Association has a common seal:

72.2.1 the name of the Association must appear in legible characters on the common seal;
72.2.2     a document may only be sealed with the common seal by the authority of the Committee and the sealing must be witnessed by the signatures of two Committee members;
72.2.3 the Secretary must ensure the safe custody of the common seal.  

Registered Address

73.1  The registered address of the Association is the address determined from time to time by resolution of the Committee.

Notice requirements

74.1     Any notice required to be given to a member or a Committee member under these Rules may be given:

74.1.1 by handling the notice to the member personally; or
74.1.2 by sending it by post to the address recorded for the member on the register of members; or
74.1.3 by email or facsimile transmission.

74.2     Sub-rule 74.1 does not apply to notice given under rule 60.  

74.3     Any notice required to be given to the Association or the Committee may be given:

74.3.1 by handing the notice to a member of the Committee; or
74.3.2 by sending the notice by post to the registered address; or
74.3.3 by leaving the notice at the registered address; or
74.3.4 if the Committee determines that it is appropriate in the circumstances:
74.3.4.1 by email to the email address of the Association or the Secretary; or
74.3.4.2 by facsimile transmission to the facsimile number of the Association.

 Custody and inspection of books and records

75.1     Members may on request inspect free of charge:

75.1.1 the register of members;
75.1.2 the minutes of general meetings;
75.1.3  subject to sub-rule 75.2, the financial records, books, securities and any other relevant document of the Association, including minutes of Committee meetings.
        

Note
        See note following rule 18 for details of access to the register of members

75.2    The Committee may refuse to permit a member to inspect records of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association.   

75.3     The Committee must on request make copies of these rules available to members and applicants for membership free of charge.

75.4    The posting of these rules on the on the Association’s web site will be constituted as free access.

75.5     Subject to subrule (2), a member may make a copy of any of the other records of the Association referred to in this rule and the Association may charge a reasonable fee for provision of a copy of such a record.

75.6     For purposes of this rule—
relevant documents means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the Association and includes the following—

75.6.1    its membership records;
75.6.2        its financial statements;
75.6.3       its financial records;
75.6.4     records and documents relating to transactions, dealings, business or property of the Association.

Winding up and cancellation

76.1     The Association may be wound up voluntarily by special resolution.

76.2     In the event of the winding up or the cancellation of the incorporation of the Association, the surplus assets of the Association must not be distributed to any members or former members of the Association.

76.3      Subject to the Act and any court order made under section 133 of the Act, the surplus assets must be given to a body that has similar purposes to the Association and which is not carried on for profit or gain of its individual members.76.4     The body to which the surplus assets are to be given must be decided by special resolution.

Alteration of Rules

These Rules may only be altered by special resolution of a general meeting of the Association.   

Note
An alteration of these Rules does not take effect unless or until it is approved by the Registrar. If these Rules (other than rule 1, 2 or 3) are altered, the Association is taken to have adopted its own rules, not the model rules.