WA POETS INC.
RULES OF ASSOCIATION
Updated and Revised
September 2018
Our Ref: Enquiries:
Job No. 1725449;
IARN: A1012707B
Telephone 1300 30 40 74
ASSOCIATIONS INCORPORATION ACT 2015
WA POETS INC (the Association)
I refer to the Notice of Special Resolution to change rules form received by the Department of Mines, Industry Regulation and Safety, Consumer Protection Division (Consumer Protection) on 02 October 2018.
You are advised that the changes have been approved as lodged on the basis that the Association’s executive or committee have declared that the amendments were passed by special resolution. The amended rules (also referred to as the constitution) which have been placed on our records may be used effective from 9 October 2018.
WA POETS INC.
RULES OF ASSOCIATION
PART 1 – PRELIMINARY
PART 2 – ASSOCIATION TO BE NOT FOR PROFIT ORGANISATION
PART 3 – MEMBERSHIP
PART 4 – DISCIPLINARY ACTION, DISPUTES AND MEDIATION
PART 5 – COMMITTEE
PART 6 – COMMITTEE MEETINGS
PART 7 – GENERAL MEETINGS OF ASSOCIATION
PART 8 – FINANCIAL MATTERS
PART 9 – GENERAL MATTERS
RULES OF ASSOCIATION
- The name of the association is WA POETS INC. (hereinafter called “the Association”).
- The Aims and Objects of the Association are –
a. to organise, coordinate and support activities and events, as the committee shall determine, that promote and advance poetry in the community.
b. to liaise with national and international poets and poetry groups with the aim of reciprocal arrangements for mutual benefit.
3. Any seven members (7) personally present (being members entitled to vote under these rules at a general meeting) will constitute a quorum for the conduct of business at a general meeting.
4. Any three (3) members, two of which must be office holders, personally present constitute a quorum for the business of a committee meeting.
5. The Association’s financial year will be a period of 12 months commencing on 1 July and ending on 30 June of the following year.
PART 1 — PRELIMINARY
Terms used
In these rules, unless the contrary intention appears —
Act means the Associations Incorporation Act 2015;
associate member means a member with the rights referred to in Part 3 but whose membership fees are waived.
Association means the incorporated association to which these rules apply;
books, of the Association, includes the following —
- a register of members;
- financial records, financial statements or financial reports, however compiled, recorded or stored;
- minutes of meetings;
- any other record of business carried out/promoted by the Association.
Chairperson means the committee member holding office as the Chairperson of the Association;
Commissioner means the person for the time being designated as the Commissioner under section 153 of the Act;
committee means the management committee of the Association;
committee meeting means a meeting of the committee;
committee member means a member of the committee;
financial records includes—
- invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and
- documents of prime entry; and
- working papers and other documents needed to explain—
- the methods by which financial statements are prepared; and
- adjustments to be made in preparing financial statements;
financial statements means the financial statements in relation to the Association;
financial year, of the Association, has the meaning given under Rules of Association, Item 5.
general meeting, of the Association, means a meeting of the Association that all members are entitled to receive notice of and to attend;
member means a person (including a body corporate) who is an ordinary member or an associate member of the Association;
non-delegable duty means a duty imposed on the committee by the Act or another written law.
ordinary member means a member with the rights referred to in Part 3
register of members means the register of members referred to in section 53 of the Act;
rules means these rules of the Association, as in force for the time being.
Secretary means the committee member holding office as the Secretary of the Association;
special general meeting means a general meeting of the Association other than the annual general meeting;
special resolution means a resolution passed by the members at a general meeting in accordance with section 51 of the Act;
subcommittee means a subcommittee appointed by the committeeunder rule 40(a);
Treasurer means the committee member holding office as the Treasurer of the Association.
PART 2 — ASSOCIATION TO BE NOT FOR PROFIT ORGANISATION
1. Not for profit
The property and income of the Association must be applied solely towards the promotion of the aims and objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to any member, except in good faith in the promotion of those aims and objects.
2. Payments to members
A payment may be made to a member, out of the funds of the Association, is authorised only if —
a. the payment in good faith to the member as reasonable remuneration for any services provided to the Association, or for goods supplied to the Association, in the ordinary course of business; or
b. the payment of interest, on money borrowed by the Association from the member, at a rate not greater than the cash rate published from time to time by the Reserve Bank of Australia; or
c. the payment of reasonable rent to the member for premises leased by the member to the Association; or
d. the reimbursement of reasonable expenses properly incurred by the member on behalf of the Association.
PART 3 — MEMBERSHIP
3. Eligibility for membership
Any person who supports the aims and objects of the Association is eligible to apply to become a member.
4. Applying for membership
A person who wants to become a member must apply to a member of the committee along with the appropriate annual fee which may be adjusted if not for a full year.
5. Dealing with membership applications
a. The committee decides the process for receiving and approving or rejecting membership applications.
b. The committee must notify the applicant of the committee’s decision to accept or reject the application as soon as practicable after making the decision.
c. If the committee rejects the application, the committee is not required to give the applicant its reasons for doing so.
6. Becoming a member
An applicant for membership of the Association becomes a member when:
a. the committee accepts the application; and
b. the applicant pays any membership fees payable to the Association.
7. Classes of membership
a. The Association consists of ordinary members and associate members.
b. The Association may have associate members, as agreed by the committee, which includes honorary membership and life membership.
c. Ordinary and associate members have full voting rights and any other rights determined by the committee.
8. When membership ceases
a. A person ceases to be a member when any of the following takes place:
i. for a member who is an individual, the individual dies;
ii. for a member who is a body corporate, the body corporate is wound up;
iii. the person resigns from the Association;
iv. the person ceases to be a member due to non-payment of fees.
b. The Secretary must keep a record, for at least one year after a membership ceases, of:
i. the date on which the person ceased to be a member; and
ii. the reason why the person ceased to be a member.
9. Resignation
A member may resign from membership of the Association by giving notice to the Secretary.
10. Rights not transferable
The rights of a member are not transferable and end when membership ceases.
11. Membership fees
a. The committee must determine the annual membership fee (if any) to be paid for membership of the Association.
b. A member must pay the annual membership fee to the Treasurer, or another person authorised by the committee to accept payments, by the date (the due date) determined by the committee.
c. If a member has not paid the annual membership fee within the period of 3 months after the due date, the member ceases to be a member on the expiry of that period.
d. If a person who has ceased to be a member under subrule (c) offers to pay the annual membership fee after the period referred to in that subrule has expired —
i. the committee may, at its discretion, accept that payment; and
ii. if the payment is accepted, the person’s membership is reinstated from the date the payment is accepted.
13. Register of members
a. The Secretary, or another person authorised by the committee, is responsible for the requirements imposed on the Association under section 53 of the Act to maintain the register of members and record in that register any change in the membership of the Association.
b. The register of members must include each member’s name and a residential, postal or email address.
c. The register of members must be kept at the Secretary’s place of residence, or at another place determined by the committee.
d. A member who wishes to inspect the register of members must contact the Secretary to make the necessary arrangements.
d. If —
i. a member inspecting the register of members wishes to make a copy of, or take an extract from, the register under section 54(2) of the Act; or
ii. a member makes a written request under section 56(1) of the Act to be provided with a copy of the register of members,
the committee may require the member to provide a statutory declaration setting out the purpose for which the copy or extract is required and declaring that the purpose is connected with the affairs of the Association.
PART 4 – DISCIPLINARY ACTION, DISPUTES AND MEDIATION
14. Dispute resolution process
a. If there is a dispute between a member or committee member and one or more members (including committee members), the parties (the people who disagree) involved must first attempt to resolve the dispute between themselves within a period of 14 days from the date the dispute is known to all parties involved.
b. If the dispute cannot be resolved between the people involved, the committee must be notified, and a dispute resolution process must be put in place by the committee.
c. The committee may develop a policy regarding dispute resolution and mediation.
d. A dispute resolution process must allow each party a reasonable opportunity to be heard and/or submit arguments in writing and should first attempt to resolve the dispute by the parties reaching agreement.
e. If agreement cannot be reached, the committee may appoint an unbiased person to decide the outcome of the dispute. The unbiased person may be a member, non-member or professional mediator who is not connected with the dispute or the people involved in it.
15. Disciplining members
a. The committee can take disciplinary action against a member of the Association if it considers the member has breached these rules or if the member’s behaviour is causing (or has caused) damage or harm to the Association. The committeemust follow a disciplinary process. The committeemay choose to adopt a more detailed discipline policy, dealing with issues such as rights to appeal.
b. The committee must write to the member to tell them why they propose to take disciplinary action.
c. Disciplinary action can include warning a member, suspending or cancelling the member’s membership. It cannot include a fine. Membership cannot be suspended for more than 12 months.
d. The committee must arrange a disciplinary procedure that meets these requirements:
i. The outcome must be determined by an unbiased decision-maker (who cannot be a committee member);
ii. the member must have an opportunity to explain or defend themselves; and
iii. the disciplinary procedure must be completed as soon as reasonably practical.
e. The committee must notify the member of the outcome of the disciplinary procedure as soon as reasonably practical.
f. There will be no liability for any loss or injury, suffered by a member, as a result of any decision made in good faith (fairly and honestly).
PART 5 —COMMITTEE
16. Committee
a. The committee members are the persons who, as the management committee of the Association, have the power to manage the affairs of the Association.
b. Subject to the Act, these rules, the by-laws (if any) and any resolution passed at a general meeting, the committee has power to do all things necessary or convenient to be done for the proper management of the affairs of the Association.
c. The committee must take all reasonable steps to ensure that the Association complies with the Act, these rules and the by-laws (if any).
17. Committee members
a. The committee members consist of —
i. the office holders of the Association; and
ii. at least one ordinary committee member.
b. The committee must determine the maximum number of members who may be ordinary committee members.
c. The following are the office holders of the Association —
i. the Chairperson;
ii. the Deputy Chairperson;
iii. the Secretary;
iv. the Treasurer;
v. the Fundraising Officer;
vi. the Social Media/Publicity Officer.
d. A person may be a committee member if the person is —
i. an individual who has reached 18 years of age; and
ii. a member of the Association.
e. Persons must not, without leave of the Commissioner, accept an appointment or act as a member of a management committee of an association for a period of 5 years from the time of the person’s conviction, or if the conviction results in a term of imprisonment, from the time of the person’s release from custodyif:
i. the person is, according to the Interpretation Act 1984 section 13D, a bankrupt or person whose affairs are under insolvency laws;
ii. the person has been convicted, within or outside the State, of —
a). an indictable offence in relation to the promotion, formation or management of a body corporate; or
b). an offence involving fraud or dishonesty punishable by imprisonment for a period of not less than three months; or
c). an offence under Part 4 Division 3 or section 127 of the Act
18. Chairperson
a. It is the duty of the Chairperson to consult with the Secretary regarding the business to be conducted at each committee meeting and general meeting.
b. The Chairperson has the powers and duties relating to convening and presiding at committee meetings and presiding at general meetings provided for in these rules.
19. Deputy Chairperson
A Deputy Chairperson may be appointed by the committee, from the existing members of the committee, to carry out the duties of the Chairperson should that person be unavailable.
20. Secretary
The Secretary has the following duties:
i. dealing with the Association’s correspondence;
ii. consulting with the Chairperson regarding the business to be conducted at each committee meeting and general meeting;
iii. preparing the notices required for meetings and for the business to be conducted at meetings;
iv. unless another member is authorised by the committee to do so, maintaining on behalf of the Association the register of members, and recording in the register any changes in the membership, as required under section 53(1) of the Act;
v. maintaining on behalf of the Association an up-to-date copy of these rules, as required under section 35(1) of the Act;
vi. ensuring the safe custody of the books of the Association, other than the financial records, financial statements and financial reports, as applicable to the Association;
vii. maintaining full and accurate minutes of committee meetings and general meetings;
viii. carrying out any other duty given to the Secretary under these rules or by the committee.
21. Treasurer
The Treasurer has the following duties:
i. ensuring that any amounts payable to the Association are collected and issuing receipts for those amounts in the Association’s name;
ii. ensuring that any amounts paid to the Association are credited to the appropriate account of the Association, as directed by the committee;
iii. ensuring that any payments to be made by the Association that have been authorised by the committee or at a general meeting are made on time;
iv. ensuring that the Association complies with the relevant requirements of Part 5 of the Act;
v. ensuring the safe custody of the Association’s financial records, financial statements and financial reports, as applicable to the Association;
vi. coordinating the preparation of the Association’s financial statements before their submission to the Association’s annual general meeting;
vii. providing any assistance required by an auditor or reviewer conducting an audit or review of the Association’s financial statements or financial report under Part 5 Division 5 of the Act;
viii. carrying out any other duty given to the Treasurer under these rules or by the committee.
22. Fundraising Officer
The Fundraising Officer has the following duties:
i. liaising with existing sponsors;
ii. investigating additional sources of funding and approaching potential sponsors;
iii. submitting applications for funding to existing and potential sponsors.
23. Social Media/Publicity Officer
The Social Media/Publicity Officer will be responsible for promoting the activities of the Association including:
i. writing media releases;
ii. contacting radio, television and print media;
iii. updating and maintaining web media.
24. How members become Committee members
A member becomes a committee member if the member:
i. is elected to the committee at a general meeting; or
ii. is appointed to the committee by the committee to fill a casual vacancy.
25. Nomination of committee members
a. At least 14 days before an annual general meeting, the Secretary must send written notice to all the members:
i. calling for nominations for election to the committee; and
ii. stating the date by which nominations must be received.
b. A member who wishes to be considered for election to the committee at the annual general meeting must nominate for election by informing the existing committee of the intent at least 7 days before the annual general meeting.
c. A member may nominate for a specified position of office holder of the Association or to be an ordinary committee member.
26. Election of office holders
a. At the annual general meeting, a separate election must be held for each position of office holder of the Association.
b. If there is no nomination for a position, the chairperson of the meeting may call for nominations from the ordinary members at the meeting.
c. If only one member has nominated for a position, the chairperson of the meeting must declare the member elected to the position.
d. If more than one member has nominated for a position, the ordinary members at the meeting must vote in accordance with procedures that have been determined by the committee to decide who is to be elected to the position.
e. Each member present at the meeting may vote for one member who has nominated for the position.
f. A member who has nominated for the position may vote for them self.
g. On the member’s election, the new Chairperson of the Association may take over as the chairperson of the meeting.
27. Election of ordinary committee members
a. At the annual general meeting, the Association must decide by resolution the number of ordinary committee members (at least one) to hold office for the next year.
b. If the number of members nominating for the position of ordinary committee member is not greater than the number to be elected, the chairperson of the meeting:
i. must declare each of those members to be elected to the position; and
ii. may call for further nominations from the members at the meeting to fill any positions remaining unfilled after the elections.
c. If the number of members nominating for the position of ordinary committee member is greater than the number to be elected; or the number of members nominating is greater than the number of positions remaining unfilled then the following paragraphs are applied.
i. the members at the meeting must vote in accordance with procedures that have been determined by the committee to decide the members who are to be elected to the position of ordinary committee member.
ii. a member who has nominated for the position of ordinary committee member may vote for them self.
28. Term of office
a. The term of office of a committee member begins when the member:
i. is elected at an annual general meeting; or
ii. is appointed to fill a casual vacancy.
b. A committee member holds office until the positions on the committee are declared vacant at the next annual general meeting.
c. A committee member may be re-elected.
d. A person who is eligible for re-election as Chairperson may not hold office for more than three consecutive years.
29. Resignation and removal from office
a. A committee member may resign from the committee by written notice given to the Secretary or, if the resigning member is the Secretary, given to the Chairperson.
b. The resignation takes effect:
i. when the notice is received by the Secretary or Chairperson; or
ii. if a later time is stated in the notice, at the later time.
30. When membership of committee ceases
a. A person ceases to be a committee member if the person:
i. dies or otherwise ceases to be a member; or
ii. resigns from the committee or is removed from office; or
iii. becomes ineligible to accept an appointment or act as a committee member under section 39 of the Act;
iv. becomes permanently unable to act as a committee member because of a mental or physical disability; or
v. fails to attend 3 consecutive Committee meetings, of which the person has been given notice, without having notified the Committee that the person will be unable to attend.
b. Where a person ceases to be a member of the Association’s committee, as soon as practicable that person shall deliver to a member of the committee all of the relevant documents and records that the person holds pertaining to the management of the Association’s affairs.
31. Filling casual vacancies
a. The committee may appoint a member to fill a position on the committee that has become vacant or was not filled by election at the most recent annual general meeting.
b. If the position of Secretary becomes vacant, the committee must appoint a member who is eligible to fill the position within 14 days after the vacancy arises.
c. Subject to the requirement for a quorum, the committee may continue to act despite any vacancy in its membership.
d. If there are fewer committee members than required for a quorum, the committee may act only for the purpose of:
i. appointing committee members under this rule; or
ii. convening a general meeting.
32. Validity of acts
The acts of a committee or of a committee member are valid despite any defect that may afterwards be discovered in the election, appointment or qualification of a committee member.
PART 6 —COMMITTEE MEETINGS
33. Committee meetings
a. The committee must meet at least 3 times in each year on the dates and at the times and places determined by the committee.
b. Special committee meetings may be convened by the Chairperson or any 2 committee members.
34. Notice of committee meetings
a. Notice of each committee meeting must be given to each committee member at least 48 hours before the time of the meeting.
b. The notice must state the date, time and place of the meeting and must describe the general nature of the business to be conducted at the meeting.
c. Business that may be conducted at the meeting is the business described in the notice plus any other business raised by a committee member for discussion.
35. Procedure and order of business
a. The Chairperson must preside as chairperson of each committee meeting.
b. If the Chairperson is absent, the committee members at the meeting must choose one of them to act as chairperson for that meeting.
c. The procedure to be followed at a committee meeting must be determined from time to time by the committee.
d. The order of business at a committee meeting will usually follow the order given in the notice of the meeting.
e. A member or other person who is not a committee member may attend a committee meeting if invited to do so by the committee.
f. A member of the committee who has a material interest in a matter being considered at a committee meeting must disclose the nature and extent of his or her interest to the committee and may not be permitted to vote on the matter.
g. The Association must record every disclosure made by a committee member of a material personal interest in the minutes of thecommittee meeting at which the disclosure is made.
36. Use of technology to be present at committee meetings
a. The presence of a committee member at a committee meeting need not be by attendance in person but may be by that committee member and each other committee member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.
b. A member who participates in a committee meeting by use of technology is taken to be present at the meeting and, if the member votes at the meeting, the member is taken to have voted in person.
37. Quorum for committee meetings
A quorum will consist of at least 3 members of the committee including 2 office holders.
38. Voting at committee meetings
a. Each committee member present at a committee meeting has one vote on any question arising at the meeting.
b. A motion is carried if a majority of the committee members present at the committee meeting vote in favour of the motion.
c. If the votes are divided equally on a question, the chairperson of the meeting has a second or casting vote.
d. A vote may take place by the committee members present indicating their agreement or disagreement or by a show of hands, unless the committee decides that a secret ballot is needed to determine a particular question.
e. If a secret ballot is needed, the chairperson of the meeting must decide how the ballot is to be conducted.
39. Minutes of committee meetings
a. The committee must ensure that minutes are taken and kept of each committee meeting.
b. The minutes must record the following:
i. the names of the committee members present at the meeting;
ii. the name of any other person invited to attend;
iii. the business considered at the meeting;
iv. any action items including the committee member responsible and a due date for reporting back to the committee;
v. any motion on which a vote is taken at the meeting and the result of the vote.
c. The minutes of a committee meeting must be entered in the Association’s minute book within 30 days after the meeting is held.
d. The Chairperson must ensure that the minutes of a committee meeting are reviewed and accepted as correct by:
i. the chairperson of the meeting; or
ii. the chairperson of the next committee meeting.
e. When the minutes of a committee meeting have been accepted as correct they are, until the contrary is proved, evidence that:
i. the meeting to which the minutes relate was duly convened and held; and
ii. the matters recorded as having taken place at the meeting took place as recorded; and
iii. any appointment purportedly made at the meeting was validly made.
40. Subcommittees and subsidiary offices
a. To help the committee in the conduct of the Association’s business, the committee may, in writing, do either or both of the following —
i. appoint one or more subcommittees;
ii. create one or more subsidiary offices and appoint people to those offices.
b. The committee may, in writing, delegate to a subcommittee or the holder of a subsidiary office the exercise of any power or the performance of any duty of the committee other than —
i. the power to delegate; and
ii. a non-delegable duty.
c. A subcommittee may consist of the number of people, whether or not members, that the committee considers appropriate.
d. A person may be appointed to a subsidiary office whether or not the person is a member.
e. Subject to any directions given by the committee —
i. a subcommittee may meet and conduct business as it considers appropriate; and
ii. the holder of a subsidiary office may carry out the functions given to the holder as the holder considers appropriate.
f. Any act or thing done by a subcommittee or by the holder of a subsidiary office, under the delegation has the same force and effect as if it had been done by the committee.
g. The committee may, in writing, amend or revoke the delegation.
PART 7 – GENERAL MEETINGS OF ASSOCIATION
41. Annual general meeting
a. The committee must determine the date, time and place of the annual general meeting being less than 4 months after the end of the Association’s financial year,
b. The ordinary business of the annual general meeting is as follows:
i. to confirm the minutes of the previous annual general meeting and of any special general meeting held since then if the minutes of that meeting have not yet been confirmed;
ii. to receive and consider the committee’s annual report on the Association’s activities during the preceding financial year;
iii. to receive and consider the financial statements of the Association for the preceding financial year
iv. if required to be presented for consideration under Part 5 of the Act, a copy of the report of the review or auditor’s report on the financial statements or financial report;
v. to elect the office holders of the Association and other committee members;
vi. if applicable, to appoint or remove a reviewer or auditor of the Association in accordance with the Act;
vii. to confirm or vary the entrance fees, subscriptions and other amounts (if any) to be paid by members.
c. Any other business of which notice has been given in accordance with these rules may be conducted at the annual general meeting.
42. Special general meetings
a. The committee may convene a special general meeting.
b. The committee must convene a special general meeting if at least 20% of the members require a special general meeting to be convened.
c. The members requiring a special general meeting to be convened must —
i. make the requirement by written notice given to the Secretary; and
ii. state in the notice the business to be considered at the meeting; and
iii. each sign the notice.
d. The special general meeting must be convened within 28 days after notice is given.
e. If the committee does not convene a special general meeting within that 28-day period, the members making the requirement (or any of them) may convene the special general meeting.
f. A special general meeting convened by members—
i. must be held within 3 months after the date the original requirement was made; and
ii. may only consider the business stated in the notice by which the requirement was made.
g. The Association must reimburse any reasonable expenses incurred by the members convening a special general meeting.
43. Notice of general meetings
a. The secretary or, in the case of a special general meeting convened under rule 42(e), the members convening the meeting, must give to each member
i. at least 21 days notice of a general meetingif a special resolution is to be proposed at the meeting; or
ii. at least 14 days’ notice of a general meeting in any other case.
b. The notice must —
i. specify the date, time and place of the meeting; and
ii. indicate the general nature of each item of business to be considered at the meeting; and
iii. if a special resolution is proposed, set out the wording of the proposed resolution as required by section 51(4) of the Act, state that the resolution is intended to be proposed as a special resolution; and comply with rule 44
44. Proxies
a. A member may appoint an individual who is a member as his or her proxy to vote and speak on his or her behalf at a general meeting.
b. The appointment of a proxy must be in writing and signed by the member making the appointment.
c. The member appointing the proxy may give specific directions as to how the proxy is to vote on his or her behalf.
d. If no instructions are given to the proxy, the proxy may vote on behalf of the member in any matter as the proxy sees fit.
e. Notice of a general meeting given to a member must state that the member may appoint an individual who is a member as a proxy for the meeting.
45. Use of technology to be present at general meetings
a. The presence of a member at a general meeting need not be by attendance in person but may be by that member and each other member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.
b. A member who participates in a general meeting as allowed under subrule (a) is taken to be present at the meeting and, if the member votes at the meeting, the member is taken to have voted in person.
46. Presiding member and quorum for general meetings
a. The Chairperson must preside as chairperson for each general meeting.
b. If the Chairperson is absent at a general meeting, the committee members at the meeting must choose one of them to act as chairperson for the meeting.
c. No business is to be conducted at a general meeting unless a quorum is present.
d. If a quorum is not present within 30 minutes after the commencement time of a general meeting and at least two committee members are present at the meeting;
i. those members may nevertheless proceed with the business of that general meeting as if a quorum were present.
ii. all decisions made at that meeting must be ratified at a subsequent general meeting where a quorum is present.
47. Voting at general meeting
a. On any question arising at a general meeting, each member has one vote along with any authorised proxy vote(s).
b. An ordinary member that is a body corporate may, in writing, appoint an individual, whether or not the individual is a member, to vote on behalf of the body corporate on any question at a particular general meeting or at any general meeting, as specified in the document by which the appointment is made.
i. A copy of the document by which the appointment is made must be given to the Secretary before any general meeting to which the appointment applies.
ii. The appointment has effect until the end of any general meeting to which the appointment applies.
c. Except in the case of a special resolution, a motion is carried if a majority of the members present at a general meeting vote in favour of the motion.
d. In the case of a special resolution, the special resolution is carried if not less than three-fourths of the members of the Association cast a vote in favour at the general meeting.
e. If votes are divided equally on a question, the chairperson of the meeting has a second or casting vote.
f. If the question is whether or not to confirm the minutes of a previous general meeting, only members who were present at that meeting may vote.
48. Minutes of general meeting
a. The Secretary, or a person authorised by the committee, must take and keep minutes of each general meeting.
b. The minutes must record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.
c. In addition, the minutes of each annual general meeting must record:
i. the office bearers and the number of members attending the meeting; and
ii. the annual report of activities of the Association; and
iii. the financial statements or financial report presented at the meeting, as referred to in; and
iv. any report of the review or auditor’s report on the financial statements or financial report presented at the meeting; and
v. any proxy forms given to the chairperson of the meeting.
d. The minutes of a general meeting must be entered in the Association’s minute book within 30 days after the meeting is held.
e. The Chairperson must ensure that the minutes of a general meeting are reviewed and accepted as correct by:
i. the chairperson of the meeting; or
ii. the chairperson of the next general meeting.
f. When the minutes of a general meeting have been accepted as correct they are, in the absence of evidence to the contrary, taken to be proof that:
i. the meeting to which the minutes relate was duly convened and held; and
ii. the matters recorded as having taken place at the meeting took place as recorded; and
iii. any election or appointment purportedly made at the meeting was validly made.
PART 8 — FINANCIAL MATTERS
49. Source of funds
The funds of the Association may be derived from entrance fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the committee.
50. Control of funds
a. The Association must open an account in the name of the Association with a financial institution from which all expenditure of the Association is made and into which all funds received by the Association are deposited.
b. Subject to any restrictions imposed at a general meeting, the committee may approve expenditure on behalf of the Association.
c. The committee may authorise the Treasurer to expend funds on behalf of the Association up to a specified limit without requiring approval from the committee for each item on which the funds are expended.
d. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments of the Association must be signed by two authorised committee members.
e. All funds of the Association must be deposited into the Association’s account within five working days after their receipt.
51. Financial statements and financial reports
For each financial year, the committee must ensure that the requirements imposed on the Association, under Part 5 of the Act relating to the financial statements or financial report of the Association, are met.
PART 9 — GENERAL MATTERS
52. Executing documents
The Association may execute a document if the document is signed by two committee members.
53. Giving notices to members
A notice or other document that is to be given to a member is taken to have been given to the member if it is in writing and delivered to the recorded postal address of the member or sent by electronic transmission to an appropriate recorded electronic address of the member.
54. Custody of books and securities
a. The books and any securities of the Association must be kept in the Secretary’s custody or under the Secretary’s control.
b. The financial records and, as applicable, the financial statements or financial reports of the Association must be kept in the Treasurer’s custody or under the Treasurer’s control.
c. The books of the Association must be retained for at least 7 years.
55. Record of office holders
The association must maintain a record of:
a. the names and addresses of the persons who are members of its management committee; or hold other offices of the Association provided for by its rules;
b. The record of committee members and other persons authorised to act on behalf of the Association that is required to be maintained under section 58(2) of the Act must be kept in the Secretary’s custody or under the Secretary’s control.
56. Inspection of records and documents
a. If a member wants to inspect:
i. the register of members under section 54(1) of the Act; or
ii. the record of the names and addresses of committee members, and other persons authorised to act on behalf of the Association, under section 58(3) of the Act; or
iii. any other record or document of the Association.
b. The member must contact the Secretary to make the necessary arrangements for the inspection.
c. The inspection must be free of charge.
d. If the member wants to inspect a document that records the minutes of a committee meeting, the right to inspect that document is subject to any decision the committee has made about minutes of committee meetings generally, or the minutes of a specific committee meeting, being available for inspection by members.
e. The member may make a copy of or take an extract from a record or document but does not have a right to remove the record or document for that purpose
f. The member must not use or disclose information in a record or document except for a purpose that is directly connected with the affairs of the Association or that is related to complying with a requirement of the Act.
57. Publication by committee members of statements about Association business prohibited
A committee member must not publish, or cause to be published, any statement about the business conducted by the Association at a general meeting or committee meeting unless the committee member has been authorised to do so at a committee meeting and the authority, given to the committee member, has been recorded in the minutes of the committee meeting at which it was given.
58. Distribution of surplus property on winding up of association.
If upon the winding up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities, any property whatsoever; the same must not be paid to or distributed among the members or former members. The surplus property must be given or transferred to another association incorporated under the Act which has similar objects and to which income tax deductible gifts can be approved by the Commissioner of Taxation and which is not carried on for the purposes of profit or gain to its individual members, and which association shall be determined by the special resolution of the members of the Association.
59. Alteration of rules
If the Association wants to alter or rescind any of these rules, or to make additional rules, the Association may do so only by special resolution and by otherwise complying with Part 3 Division 2 of the Act and such amended rules do not take effect until the required documents are lodged with the Commissioner.