Under the Victorian Legislation for non-profit organisations like our club, the Club must have a formal Constitution approved by the Government in order to protect the Committee and Club members from unreasonable legal issues and to enable the Club to enter into Insurance Contracts.
The Club Committee in 2011 and 2016 worked very hard to draft Constitutions and these had to be registered with the Government at a current cost of over $200. If this did not happen the Club would be deemed to be operating under the Government's Model Rules which had limitations on items on which the Club could spend money.
Also the original documents made no provision for use of the Club's web site as a management tool for running the Club and keeping members informed.<.p>
A sub-committee chaired by Jeff Stevens with members Jeff Taylor, Laurie Comerford and Peter Ross worked for two years to create a management system using the Model Rules and supported by Bylaws which the Committee could make without further reference to and payment to the Government.
The major advantage of the Model Rules is Community (particularly Legal Community) familiarity and consistency. We hope that the Club is never involved in a legal dispute, but if it is using the Model Rules could save thousands of dollars in legal costs.
Following the adoption of the Model Rules by the Club on 8th February 2021 they now have to be submitted to the Department of Consumer Affairs Victoria for final approval. We expect this will be routine, although it takes the Department months to process.
The Model Rules document is 25 pages long - but only clauses 1, 2 and 3 varied for the name, purpose and financial year the whole of the rest is Bog Standard clauses straight off the Government web site, but that way we should never need to change it again.
The new Bylaws were garnered from the previous Club Constitution and Club By Laws along with providing some clarity on our use of the web site. These Bylaws are intended to supplement the Model Rules, if there are any conflict the Model Rules is be the prevailing document
In the Club's 2011 Constitution prepared under Ray Underwood's presidency a series of points were assigned to Members occupying the Committee roles as a guideline to the Committee to recommend a member for Life Membership. The Bylaws now adopted have extended the range of roles and points assigned each year, something which is only feasible in a database driven world.
The content of the Model Rules below has been adjusted to take advantage of HMTL capability using links instead of page numbers. The wording is unchanged from the document voted on by the members at the AGM with the exception that the note on approval by the Club has been added.
AS APROVED BY THE CLUB AT THE AGM ON FEBRUARY 8, 2021
Regulation
Link
1
Name
2
Purposes
3
Financial year
4
Definitions
5
Powers of Association
6
Not for profit organisation
7
Minimum number of members
8
Who is eligible to be a member
9
Application for membership
10
Consideration of application
11
New membership
12
Annual subscription and fee on joining
13
General rights of members
14
Associate members
15
Rights not transferable
16
Ceasing membership
17
Resigning as a member
18
Register of members
19
Grounds for taking disciplinary action
20
Disciplinary subcommittee
21
Notice to member
22
Decision of subcommittee
23
Appeal rights
24
Conduct of disciplinary appeal meeting
25
Application
26
Parties must attempt to resolve the dispute
27
Appointment of mediator
28
Mediation process
29
Failure to resolve dispute by mediation
30
Annual general meetings
31
Special general meetings
32
Special general meeting held at request of member
33
Notice of general meetings
34
Proxies
35
Use of technology
36
Quorum at general meetings
37
Adjournment of general meeting
38
Voting at general meeting
39
Special resolutions
40
Determining whether resolution carried
41
Minutes of general meeting
42
Role and powers
43
Delegation
15
44
Composition of Committee
45
General Duties
46
President and Vice-President
47
Secretary
48
Treasurer
49
Who is eligible to be a Committee member
50
Positions to be declared vacant
51
Nominations
52
Election of President etc.
53
Election of ordinary members
54
Ballot
55
Term of office
56
Vacation of office
57
Filling casual vacancies
58
Meetings of Committee
59
Notice of meetings
60
Urgent meetings
61
Procedure and order of business
62
Use of technology
63
Quorum
64
Voting
65
Conflict of interest
66
Minutes of meeting
67
Leave of absence
68
Source of funds
69
Management of funds
70
Financial records
71
Financial statements
72
Common seal
73
Registered address
74
Notice requirements
75
Custody and inspection of books and records
76
Winding up and cancellation
77
Alteration of Rules
The persons who from time to time are members of the Association are an
incorporated association by the name given in Rule 1 of these Rules.
Under section 46 of the
Associations Incorporation Reform Act 2012, these Rules are taken to constitute the terms of a contract between the Association and its members.
The name of the incorporated association is
(Hereinafter referred to as "the Club")
Under section 23 of the Act, the name of the association and its registration number must appear on all its business documents.
The purposes of the Club are —
(1) To promote good fellowship and companionship among Veteran Golfers 55 years of age and over.
(2) To promote and hold, either alone or jointly with any other
club or body, competitions or matches for the playing of golf usually within the South East Melbourne Area
(3) To offer, give or contribute to trophies or awards for
competitions or matches of Golf or any other organised Club event.
(4) To promote, give or support dinners or other entertainment.
(5) To comply to these Associations Incorporations Reform Act 2012
(the Act) to do all things conducive to the attainment of the above purposes.
(6) The assets and income of the organisation shall be applied
solely in advancement of the above purposes and viability of the Club.
(7) To comply with the By-Laws for the management of the Club as
approved by Committee and varied from time to time
The financial year of the Association is each period of 12 months ending on 31st December.
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 purposes 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 general 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.
(1) Subject to the Act, the Association has power to do all things incidental
or conducive to achieve its purposes.
(2) Without limiting subrule (1), the Association may—
(a) acquire, hold and dispose of real or personal property;
(b) open and operate accounts with financial institutions;
(c) invest its money in any security in which trust monies may
lawfully be invested;
(d) raise and borrow money on any terms and in any manner as it
thinks fit;
(e) secure the repayment of money raised or borrowed, or the
payment of a debt or liability;
(f) appoint agents to transact business on its behalf;
(g) enter into any other contract it considers necessary or
desirable.
(3) The Association may only exercise its powers and use its income and assets (including any surplus) for its purposes.
(1) The Association must not distribute any surplus, income or assets
directly or indirectly to its members.
(2) Subrule (1) does not prevent the Association from paying a
member—
(a) reimbursement for expenses properly incurred by the member; or
(b) 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.
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.
The Association must have at least 5 members.
Any person who supports the purposes of the Association is eligible for membership.
(1) To apply to become a member of the Association, a person must submit a written application to a committee member stating that the person—
(a) wishes to become a member of the Association; and
(b) supports the purposes of the Association; and
(c) agrees to comply with these Rules.
(2) The application—
(a) must be signed by the applicant; and
(b) may be accompanied by the joining fee.
The joining fee is the fee (if any) determined by the Association under rule 12(3).
(1) As soon as practicable after an application for membership is received,
the Committee must decide by resolution whether to accept or reject the
application.
(2) The Committee must notify the applicant in writing of its
decision as soon as practicable after the decision is made.
(3) If the Committee rejects the application, it must return any
money accompanying the application to the applicant.
(4) No reason need be given for the rejection of an application.
(1) If an application for membership is approved by the Committee—
(a) the resolution to accept the membership must be recorded in the
minutes of the committee meeting; and
(b) the Secretary must, as soon as practicable, enter the name and
address of the new member, and the date of becoming a member, in the register of
members.
(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 the later, on which—
(a) the Committee approves the person's membership; or
(b) the person pays the joining fee.
(1) At each annual general meeting, the Association must determine—
(a) the amount of the annual subscription (if any) for the
following financial year; and
(b) the date for payment of the annual subscription.
(2) The Association may determine that a lower annual subscription
is payable by associate members.
(3) The Association may determine that any new member who joins
after the start of a financial year must, for that financial year, pay a fee equal to—
(a) the full annual subscription; or
(b) a pro rata annual subscription based on the remaining part of
the financial year; or
(c) a fixed amount determined from time to time by the
Association.
(4) The rights of a member (including the right to vote) who has not paid the annual subscription by the due date are suspended until the subscription is paid.
(1) A member of the Association who is entitled to vote has the right—
(a) to receive notice of general meetings and of proposed special
resolutions in the manner and time prescribed by these Rules; and
(b) to submit items of business for consideration at a general
meeting; and
(c) to attend and be heard at general meetings; and
(d) to vote at a general meeting; and
(e) to have access to the minutes of general meetings and other
documents of the Association as provided under rule 75; and
(f) to inspect the register of members.
(2) A member is entitled to vote if—
(a) the member is a member other than an associate member; and
(b) more than 10 business days have passed since he or she became
a member of the Association; and
(c) the member's membership rights are not suspended for any
reason.
(1) Associate members of the Association include—
(a) any members under the age of 15 years; and
(b) any other category of member as determined by special resolution at a
general meeting.
(2) An associate member must not vote but may have other rights as determined by the Committee or by resolution at a general meeting.
The rights of a member are not transferable and end when membership ceases.
(1) The membership of a person ceases on resignation, expulsion or death.
(2) 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.
(1) A member may resign by notice in writing given to the Association.
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.
(2) A member is taken to have resigned if—
(a) the member's annual subscription is more than 12 months in
arrears; or
(b) where no annual subscription is payable—
(i) the Secretary has made a written request to the member to
confirm that he or
she wishes to remain a member; and
(ii) the member has not, within 3 months after receiving that
request, confirmed in writing that he or she wishes to remain a member.
(1) The Secretary must keep and maintain a register of members that includes—
(a) for each current member—
(i) the member's name;
(ii) the address for notice last given by the member;
(iii) the date of becoming a member;
(iv) if the member is an associate member, a note to that effect;
(v) any other information determined by the Committee; and
(b) for each former member, the date of ceasing to be a member.
(2) Any member may, at a reasonable time and free of charge, inspect the register of members.
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.
The Association may take disciplinary action against a member in accordance with this Division if it is determined that the member—
(a) has failed to comply with these Rules; or
(b) refuses to support the purposes of the Association; or
(c) has engaged in conduct prejudicial to the Association.
(1) If the Committee is satisfied that there are sufficient grounds for
taking disciplinary action against a member, the Committee must appoint a disciplinary subcommittee to hear the matter and determine what action, if any, to take against the member.
(2) The members of the disciplinary subcommittee—
(a) may be Committee members, members of the Association or anyone
else; but
(b) must not be biased against, or in favour of, the member
concerned.
(1) Before disciplinary action is taken against a member, the Secretary must give written notice to the member—
(a) stating that the Association proposes to take disciplinary
action against the member; and
(b) stating the grounds for the proposed disciplinary action; and
(c) specifying the date, place and time of the meeting at which
the disciplinary subcommittee intends to consider the disciplinary action (the
disciplinary meeting); and
(d) advising the member that he or she may do one or both of the
following—
(i) attend the disciplinary meeting and address the disciplinary
subcommittee at that meeting;
(ii) give a written statement to the disciplinary subcommittee at
any time before the disciplinary meeting; and
(e) setting out the member's appeal rights under rule 23.
2) The notice must be given no earlier than 28 days, and no later than 14 days, before the disciplinary meeting is held.
(1) At the disciplinary meeting, the disciplinary subcommittee must—
(a) give the member an opportunity to be heard; and
(b) consider any written statement submitted by the member.
(2) After complying with subrule (1), the disciplinary subcommittee may—
(a) take no further action against the member; or
(b) subject to subrule (3)—
(i) reprimand the member; or
(ii) suspend the membership rights of the member for a specified
period; or
(iii) expel the member from the Association.
(3) The disciplinary subcommittee may not fine the member.
(4) The suspension of membership rights or the expulsion of a member by
the disciplinary subcommittee under this rule takes effect immediately after the
vote is passed.
(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.
(2) The notice must be in writing and given—
(a) to the disciplinary subcommittee immediately after the vote to suspend or expel the person is taken; or
(b) to the Secretary not later than 48 hours after the vote.
(3) If a person has given notice under subrule (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.
(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—
(a) specify the date, time and place of the meeting; and
(b) state—
(i) the name of the person against whom the disciplinary action
has been taken; and
(ii) the grounds for taking that action; and
(iii) 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.
(1) At a disciplinary appeal meeting—
(a) no business other than the question of the appeal may be
conducted; and
(b) the Committee must state the grounds for suspending or
expelling the member and the reasons for taking that action; and
(c) the person whose membership has been suspended or who has been
expelled must be given an opportunity to be heard.
(2) After complying with subrule (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.
(3) A member may not vote by proxy at the meeting.
(4) The decision is upheld if not less than three quarters of the
members voting at the meeting vote in favour of the decision.
(1) The grievance procedure set out in this Division applies to disputes under these Rules between—
(a) a member and another member;
(b) a member and the Committee;
(c) a member and the Association.
(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.
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.
(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—
(a) notify the Committee of the dispute; and
(b) agree to or request the appointment of a mediator; and
(c) attempt in good faith to settle the dispute by mediation.
(2) The mediator must be—
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement—
(i) if the dispute is between a member and another member—a person
appointed by the Committee; or
(ii) if the dispute is between a member and the Committee or the
Association— a person appointed or employed by the Dispute Settlement Centre of
Victoria.
(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—
(a) has a personal interest in the dispute; or
(b) is biased in favour of or against any party.
(1) The mediator to the dispute, in conducting the mediation, must—
(a) give each party every opportunity to be heard; and
(b) allow due consideration by all parties of any written
statement submitted by any party; and
(c) ensure that natural justice is accorded to the parties
throughout the mediation process.
(2) The mediator must not determine the dispute.
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.
(1) The Committee must convene an annual general meeting of the
Association to be held within 5 months after the end of each financial year. (2) Despite subrule (1), the Association may hold its first annual
general meeting at any time within 18 months after its incorporation.
(3) The Committee may determine the date, time and place of the
annual general meeting.
(4) The ordinary business of the annual general meeting is as
follows—
(a) to confirm the minutes of the previous annual general meeting
and of any special general meeting held since then;
(b) to receive and consider—
(i) the annual report of the Committee on the activities of the
Association during the preceding financial year; and
(ii) the financial statements of the Association for the preceding
financial year submitted by the Committee in accordance with Part 7 of the Act;
(c) to elect the members of the Committee;
(d) to confirm or vary the amounts (if any) of the annual
subscription and joining fee.
(5) The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.
(1) Any general meeting of the Association, other than an annual general
meeting or a disciplinary appeal meeting, is a special general meeting.
(2) The Committee may convene a special general meeting whenever
it thinks fit.
(3) No business other than that set out in the notice under rule
33 may be conducted at the meeting.
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.
(1) The Committee must convene a special general meeting if a request to
do so is made in accordance with subrule (2) by at least 10% of the total number of
members.
(2) A request for a special general meeting must—
(a) be in writing; and
(b) state the business to be considered at the meeting and any
resolutions to be proposed; and
(c) include the names and signatures of the members requesting the
meeting; and
(d) be given to the Secretary.
(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.
(4) A special general meeting convened by members under subrule
(3)—
(a) must be held within 3 months after the date on which the original request
was made; and
(b) may only consider the business stated in that request.
(5) The Association must reimburse all reasonable expenses incurred by the members convening a special general meeting under subrule (3).
(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—
(a) at least 21 days' notice of a general meeting if a special
resolution is to be proposed
at the meeting; or
(b) at least 14 days' notice of a general meeting in any other
case.
(2) The notice must—
(a) specify the date, time and place of the meeting; and
(b) indicate the general nature of each item of business to be
considered at the meeting; and
(c) if a special resolution is to be proposed—
(i) state in full the proposed resolution; and
(ii) state the intention to propose the resolution as a special
resolution; and
(d) comply with rule 34(5).
(3) This rule does not apply to a disciplinary appeal meeting.
Rule 23(4) sets out the requirements for notice of a disciplinary appeal meeting.
(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.
(2) The appointment of a proxy must be in writing and signed by
the member making the appointment.
(3) The member appointing the proxy may give specific directions
as to how the proxy is to vote on his or her behalf, otherwise the proxy may vote on behalf of the member in any matter as he or she sees fit.
(4) If the Committee has approved a form for the appointment of a
proxy, the member may use any other form that clearly identifies the person appointed as the member's proxy and that has been signed by the member.
(5) Notice of a general meeting given to a member under rule 33
must—
(a) state that the member may appoint another member as a proxy
for the meeting; and
(b) include a copy of any form that the Committee has approved for
the appointment of a proxy.
(6) A form appointing a proxy must be given to the Chairperson of the meeting before or at the commencement of the meeting.
(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.
(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.
(2) For the purposes of this Part, a member participating in a
general meeting as permitted under subrule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.
(1) No business may be conducted at a general meeting unless a quorum of
members is present.
(2) The quorum for a general meeting is the presence (physically,
by proxy or as allowed under rule 35) of 10% of the members entitled to vote.
(3) If a quorum is not present within 30 minutes after the
notified commencement time of a general meeting—
(a) in the case of a meeting convened by, or at the request of, members under rule 32— the meeting must be dissolved;
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.
(b) in any other case—
(i) the meeting must be adjourned to a date not more than 21 days
after the adjournment; and
(ii) notice of the date, time and place to which the meeting is
adjourned must be given at the meeting and confirmed by written notice given to all
members as soon as practicable after the meeting.
(4) If a quorum is not present within 30 minutes after the time to which a general meeting has been adjourned under subrule (3)(b), 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.
(1) The Chairperson of a general meeting at which a quorum is present may,
with the consent of a majority of members present at the meeting, adjourn the
meeting to another time at the same place or at another place.
(2) Without limiting subrule (1), a meeting may be adjourned—
(a) if there is insufficient time to deal with the business at
hand; or
(b) to give the members more time to consider an item of business.
The members may wish to have more time to examine the financial statements submitted by the Committee at an annual general meeting.
(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.
(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 the
meeting must be given in accordance with rule 33.
(1) On any question arising at a general meeting—
(a) subject to subrule (3), each member who is entitled to vote
has one vote; and
(b) members may vote personally or by proxy; and
(c) except in the case of a special resolution, the question must
be decided on a majority of votes.
(2) If votes are divided equally on a question, the Chairperson of
the meeting has a second or casting vote.
(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.
(4) This rule does not apply to a vote at a disciplinary appeal
meeting conducted under rule
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.
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.
(1) Subject to subsection (2), the Chairperson of a general meeting may, on the basis of a show of hands, declare that a resolution has been—
(a) carried; or
(b) carried unanimously; or
(c) carried by a particular majority; or
(d) lost— and an entry to that effect in the minutes of the meeting is
conclusive proof of that fact.
(2) If a poll (where votes are cast in writing) is demanded by three or more members on any question—
(a) the poll must be taken at the meeting in the manner determined
by the Chairperson of the meeting; and
(b) the Chairperson must declare the result of the resolution on
the basis of the poll.
(3) A poll demanded on the election of the Chairperson or on a
question of an adjournment must be taken immediately.
(4) A poll demanded on any other question must be taken before the
close of the meeting at a time determined by the Chairperson.
(1) The Committee must ensure that minutes are taken and kept of each
general meeting.
(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.
(3) In addition, the minutes of each annual general meeting must
include—
(a) the names of the members attending the meeting; and
(b) proxy forms given to the Chairperson of the meeting under rule
34(6); and
(c) the financial statements submitted to the members in
accordance with rule 30(4)(b)(ii); and
(d) 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
(e) any audited accounts and auditor's report or report of a
review accompanying the financial statements that are required under the Act.
(1) The
business of the Association must be managed by or under the
direction of a Committee.
(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.
(3) The Committee may—
(a) appoint and remove staff;
(b) establish subcommittees consisting of members with terms of
reference it considers appropriate.
(1) The Committee may delegate to a member of the Committee, a subcommittee or staff, any of its powers and functions other than—
(a) this power of delegation; or
(b) a duty imposed on the Committee by the Act or any other law.
(2) The delegation must be in writing and may be subject to the
conditions and limitations the Committee considers appropriate.
(3) The Committee may, in writing, revoke a delegation wholly or
in part.
The Committee consists of—
(a) a President; and
(b) a Vice-President; and
(c) a Secretary; and
(d) a Treasurer; and
(e) ordinary members (if any) elected under rule 53.
(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.
(2) The Committee is collectively responsible for ensuring that
the Association complies with the Act and that individual members of the Committee comply with these Rules.
(3) Committee members must exercise their powers and discharge their duties with reasonable care and diligence.
(4) Committee members must exercise their powers and discharge their duties—
(a) in good faith in the best interests of the Association; and
(b) for a proper purpose.
(5) Committee members and former committee members must not make improper use of—
(a) their position; or
(b) 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.
See also Division 3 of Part 6 of the Act which sets out the general duties of the office holders of an incorporated association.
(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.
(1) Subject to subrule (2), the President or, in the President's absence, the
Vice-President is the Chairperson for any general meetings and for any committee
meetings.
(2) If the President and the Vice-President are both absent, or
are unable to preside, the Chairperson of the meeting must be—
(a) in the case of a general meeting—a member elected by the other
members present; or
(b) in the case of a committee meeting—a committee member elected
by the other committee members present.
(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.
(2) The Secretary must—
(a) maintain the register of members in accordance with rule 18;
and
(b) 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
(c) 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
(d) perform any other duty or function imposed on the Secretary by
these Rules.
(3) The Secretary must give to the Registrar notice of his or her appointment within 14 days after the appointment.
(1) The Treasurer must—
(a) receive all moneys paid to or received by the Association and
issue receipts for those moneys in the name of the Association; and
(b) ensure that all moneys received are paid into the account of
the Association within 5 working days after receipt; and
(c) make any payments authorised by the Committee or by a general
meeting of the
Association from the Association's funds; and
(d) ensure cheques are signed by at least 2 committee members.
(2) The Treasurer must—
(a) ensure that the financial records of the Association are kept
in accordance with the Act; and
(b) 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.
(3) The Treasurer must ensure that at least one other committee member has access to the accounts and financial records of the Association.
A member is eligible to be elected or appointed as a committee member if the member—
(a) is 18 years or over; and
(b) is entitled to vote at a general meeting.
(1) This rule applies to—
(a) the first annual general meeting of the Association after its
incorporation; or
(b) any subsequent annual general meeting of the Association, after the annual report and financial statements of the Association have been received.
(2) The Chairperson of the meeting must declare all positions on the Committee vacant and hold elections for those positions in accordance with rules 51 to 54.
(1) Prior to the election of each position, the Chairperson of the meeting must call for nominations to fill that position.
(2) An eligible member of the Association may—
(a) nominate himself or herself; or
(b) with the member's consent, be nominated by another member.
(3) A member who is nominated for a position and fails to be elected to that position may be nominated for any other position for which an election is yet to be held.
(1) At the annual general meeting, separate elections must be held for each of the following positions—
(a) President;
(b) Vice-President;
(c) Secretary;
(d) Treasurer.
(2) If only one member is nominated for the position, the
Chairperson of the meeting must declare the member elected to the position.
(3) If more than one member is nominated, a ballot must be held in
accordance with rule 54.
(4) On his or her election, the new President may take over as
Chairperson of the meeting.
(1) The annual general meeting must by resolution decide the number of
ordinary members of the Committee (if any) it wishes to hold office for the next year.
(2) A single election may be held to fill all of those positions.
(3) If the number of members nominated for the position of
ordinary committee member is less than or equal to the number to be elected, the Chairperson of
the meeting must declare each of those members to be elected to the position.
(4) If the number of members nominated exceeds the number to be
elected, a ballot must be held in accordance with rule 54.
(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.
(2) The returning officer must not be a member nominated for the
position.
(3) Before the ballot is taken, each candidate may make a short
speech in support of his or her election.
(4) The election must be by secret ballot.
(5) The returning officer must give a blank piece of paper to—
(a) each member present in person; and
(b) each proxy appointed by a member.
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.
(6) If the ballot is for a single position, the voter must write on the ballot paper the name of the candidate for whom they wish to vote.
(7) If the ballot is for more than one position—
(a) the voter must write on the ballot paper the name of each
candidate for whom they wish to vote;
(b) the voter must not write the names of more candidates than the
number to be elected.
(8) Ballot papers that do not comply with subrule (7)(b) are not
to be counted.
(9) Each ballot paper on which the name of a candidate has been
written counts as one vote for that candidate.
(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.
(11) If the returning officer is unable to declare the result of
an election under subrule (10) because 2 or more candidates received the same number of votes, the returning officer must—
(a) conduct a further election for the position in accordance with
subrules (4) to (10) to decide which of those candidates is to be elected; or
(b) with the agreement of those candidates, decide by lot which of
them is to be elected.
The choice of candidate may be decided by the toss of a coin, drawing straws or drawing a name out of a hat.
(1) Subject to subrule (3) and rule 56, a committee member holds office until
the positions of the Committee are declared vacant at the next annual general
meeting.
(2) A committee member may be re-elected.
(3) A general meeting of the Association may—
(a) by special resolution remove a committee member from office;
and
(b) elect an eligible member of the Association to fill the vacant
position in accordance with this Division.
(4) A member who is the subject of a proposed special resolution
under subrule (3)(a) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.
(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.
(1) A committee member may resign from the Committee by written notice
addressed to the Committee.
(2) A person ceases to be a committee member if he or she—
(a) ceases to be a member of the Association; or
(b) fails to attend 3 consecutive committee meetings (other than
special or urgent committee meetings) without leave of absence under rule 67; or (c) otherwise ceases to be a committee member by operation of
section 78 of the Act.
A Committee member may not hold the office of secretary if they do not reside in Australia.
(1) The Committee may appoint an eligible member of the Association to fill a position on the Committee that—
(a) has become vacant under rule 56; or
(b) was not filled by election at the last annual general meeting.
(2) If the position of Secretary becomes vacant, the Committee
must appoint a member to the position within 14 days after the vacancy arises.
(3) Rule 55 applies to any committee member appointed by the
Committee under subrule (1) or (2).
(4) The Committee may continue to act despite any vacancy in its
membership.
(1) The Committee must meet at least 4 times in each year at the dates,
times and places determined by the Committee.
(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.
(3) Special committee meetings may be convened by the President or
by any 4 members of the Committee.
(1) Notice of each committee meeting must be given to each committee member
no later than 7 days before the date of the meeting.
(2) Notice may be given of more than one committee meeting at the
same time.
(3) The notice must state the date, time and place of the meeting.
(4) If a special committee meeting is convened, the notice must
include the general nature of the business to be conducted.
(5) The only business that may be conducted at the meeting is the
business for which the meeting is convened.
(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.
(2) Any resolution made at the meeting must be passed by an
absolute majority of the Committee.
(3) The only business that may be conducted at an urgent meeting
is the business for which the meeting is convened.
61 Procedure and order of business
(1) The procedure to be followed at a meeting of a Committee must be determined from time to time by the Committee.
(2) The order of business may be determined by the members present at the meeting.
(1) A committee member who is not physically present at a committee
meeting may participate in the meeting by the use of technology that allows
that committee member and the committee members present at the meeting to clearly and simultaneously communicate with each other.
(2) For the purposes of this Part, a committee member participating in a committee meeting as permitted under subrule (1) is taken to be present at the meeting
and, if the member votes at the meeting, is taken to have voted in person.
(1) No business may be conducted at a Committee meeting unless a quorum
is present.
(2) The quorum for a committee meeting is the presence (in person
or as allowed under rule
62) of a majority of the committee members holding office.
(3) If a quorum is not present within 30 minutes after the
notified commencement time of a committee meeting—
(a) in the case of a special meeting—the meeting lapses;
(b) in any other case—the meeting must be adjourned to a date no
later than 14 days after the adjournment and notice of the time, date and place to
which the meeting is adjourned must be given in accordance with rule 59.
(1) On any question arising at a committee meeting, each committee member
present at the meeting has one vote.
(2) A motion is carried if a majority of committee members present
at the meeting vote in favour of the motion.
(3) Subrule (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. (4) If votes are divided equally on a question, the Chairperson of
the meeting has a second or casting vote.
(5) Voting by proxy is not permitted.
(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.
(2) The member—
(a) must not be present while the matter is being considered at
the meeting; and
(b) must not vote on the matter.
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.
(3) This rule does not apply to a material personal interest— (a) that exists only because the member belongs to a class of persons for whose benefit the Association is established; or
(b) that the member has in common with all, or a substantial proportion of, the members of the Association.
(1) The Committee must ensure that minutes are taken and kept of each
committee meeting.
(2) The minutes must record the following—
(a) the names of the members in attendance at the meeting;
(b) the business considered at the meeting;
(c) any resolution on which a vote is taken and the result of the
vote;
(d) any material personal interest disclosed under rule 65.
(1) The Committee may grant a committee member leave of absence from
committee meetings for a period not exceeding 3 months.
(2) The Committee must not grant leave of absence retrospectively
unless it is satisfied that it was not feasible for the committee member to seek the leave in
advance.
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.
(1) The Association must open an account with a financial institution from
which all expenditure of the Association is made and into which all of the
Association's revenue is deposited.
(2) Subject to any restrictions imposed by a general meeting of
the Association, the Committee may approve expenditure on behalf of the Association.
(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.
(4) All cheques, drafts, bills of exchange, promissory notes and
other negotiable instruments must be signed by 2 committee members.
(5) All funds of the Association must be deposited into the
financial account of the Association no later than 5 working days after receipt.
(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.
(1) The Association must keep financial records that—
(a) correctly record and explain its transactions, financial
position and performance; and
(b) enable financial statements to be prepared as required by the
Act.
(2) The Association must retain the financial records for 7 years after
the transactions covered by the records are completed.
(3) The Treasurer must keep in his or her custody, or under his or
her control—
(a) the financial records for the current financial year; and
(b) any other financial records as authorised by the Committee.
(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.
(2) Without limiting subrule (1), those requirements include—
(a) the preparation of the financial statements;
(b) if required, the review or auditing of the financial
statements;
(c) the certification of the financial statements by the
Committee;
(d) the submission of the financial statements to the annual
general meeting of the Association;
(e) the lodgement with the Registrar of the financial statements
and accompanying reports, certificates, statements and fee.
(1) The Association may have a common seal.
(2) If the Association has a common seal—
(a) the name of the Association must appear in legible characters
on the common seal;
(b) 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;
(c) the common seal must be kept in the custody of the Secretary.
The registered address of the Association is—
(a) the address determined from time to time by resolution of the
Committee; or
(b) if the Committee has not determined an address to be the
registered address— the postal address of the Secretary.
(1) Any notice required to be given to a member or a committee member under these Rules may be given—
(a) by handing the notice to the member personally; or
(b) by sending it by post to the member at the address recorded
for the member on the register of members; or
(c) by email or facsimile transmission.
(2) Subrule (1) does not apply to notice given under rule 60.
(3) Any notice required to be given to the Association or the Committee may be given—
(a) by handing the notice to a member of the Committee; or
(b) by sending the notice by post to the registered address; or
(c) by leaving the notice at the registered address; or
(d) if the Committee determines that it is appropriate in the
circumstances—
(i) by email to the email address of the Association or the
Secretary; or
(ii) by facsimile transmission to the facsimile number of the
Association.
(1) Members may on request inspect free of charge—
(a) the register of members;
(b) the minutes of general meetings;
(c) subject to subrule (2), the financial records, books,
securities and any other relevant
document of the Association, including minutes of Committee
meetings.
See note following rule 18 for details of access to the register of members.
(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.
(3) The Committee must on request make copies of these rules
available to members and applicants for membership free of charge.
(4) 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.
(5) 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—
(a) its membership records;
(b) its financial statements;
(c) its financial records;
(d) records and documents relating to transactions, dealings, business or property of the Association.
(1) The Association may be wound up voluntarily by special resolution.
(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.
(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 the profit or gain of its individual members.
(4) The body to which the surplus assets are to be given must be
decided by special resolution.
These Rules may only be altered by special resolution of a general meeting of the Association.
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.