RULES OF ASSOCIATION
28 May 2008
Contents
1.
Name of Association
2.
Definitions
3
Objects of Association
4
Powers of Association
5
Qualifications for membership of Association
6
Classes of Membership
7
Membership criteria and privileges (honorary and student classes)
8
Register of members of Association
9
Subscriptions of members of Association
10
Termination of membership of the Association
11
Suspension or expulsion of members of Association
12
Committee of Management13
Chairperson and Vice-Chairperson
14
Secretary
15
Treasurer
16
Casual vacancies in membership of Committee
17
Proceedings of Committee
18
General meetings
19
Quorum and proceedings at general meetings
20
Minutes of meetings of Association
21
Voting rights of members of Association
22
Rules of Association
23
Common seal of Association
24
Inspection of records, etc. of Association
25
Disputes and mediation
26
Distribution of surplus property on winding up of Association
The name of the
Association is Perth Tango Club Inc.
In these rules, unless the contrary intention appears –
"annual general
meeting" is the meeting convened under paragraph (b) of
rule 18 (1);
"Committee meeting" means a meeting referred to in
rule 17;
"Committee member" means person referred to
in paragraph (a), (b), (c), (d) or (e) of rule 12 (1);
"convene" means to call together for
a formal meeting;
"department" means the
government department with responsibility for administering the Associations Incorporation Act (1987);
"financial year" means a period
not exceeding 15 months fixed by the Committee, being a period
commencing on the date of incorporation of the Association and ending on
30 June; and thereafter each period commencing 1 July and ending on 30
June in the following year;
"general meeting" means a meeting to which all members are
invited;
"member" means member of the
Association;
"ordinary resolution" means resolution other than a
special resolution;
"poll" means
voting conducted in written form (as opposed to a show of hands);
"postal vote" is a hand
written and signed vote by members and can be hand delivered or posted
to the committee;
"special general meeting" means a general meeting other than the annual
general meeting;
"special resolution" is a resolution if
it is passed by a majority of not less than three-fourths of the members
of the Association who are entitled under the rules of the Association
to vote and vote in person or, where postal votes are allowed by the
rules of the association by postal vote, at a general meeting of which
notice specifying the intention to propose the resolution as a special
resolution was given in accordance with those rules.
At a meeting at which a resolution proposed as a special resolution is
submitted, a declaration by the person presiding that the resolution has
been passed as a special resolution shall be evidence of the fact
unless, during the meeting at which the resolution is submitted, a poll
is demanded in accordance with the rules of the Association or, if the
rule do not make provision as to the manner in which a poll may be
demanded, by at least 3 members of the association present in person.
If a poll is held, a declaration by the person presiding as to the
result of a poll is evidence of the matter so declared.
"the
Act" means the Associations Incorporation Act
1987;
"the
Association" means the Association referred to in rule 1;
"the
Chairperson" means:
(a)
in relation to the proceedings at a Committee meeting or general
meeting, the person presiding at the Committee meeting or general
meeting in accordance with rule 13; or
(b)
otherwise than in relation to the proceedings referred to in paragraph
the person referred to in paragraph (a) of rule 12 (1) or, if that
person is unable to perform his or her functions, the Vice Chairperson;
"the Commissioner" means the
Commissioner for Fair Trading exercising powers under the Act;
"the Committee" means the Committee
of Management of the Association referred to in rule 12 (1);
"the
Secretary" means the Secretary referred to in
paragraph (c) of rule 12 (1);
"the
Treasurer" means the Treasurer referred to in
paragraph (d) of rule 12 (1);
"the Vice-Chairperson" means the
Vice-Chairperson referred to in paragraph (b) of rule 12 (1).
(1)
The objects of the Association are:
(a)
to
encourage, promote and develop the art and culture of Argentine Tango
dancing within the community of Western Australia; and
(b)
to
provide a facility for the purposes of recreation, amusement, resources
and dance practice for the tango community
(2) The property
and income of the Association shall be applied solely towards the
promotion of the objects of the Association and no part of that property
or income may be paid or otherwise distributed, directly or indirectly,
to members, except in good faith in the promotion of those objects
PROVIDED THAT nothing therein shall prevent the payment of an honorarium
in return for services rendered to the Perth Tango Club and approved by
the Committee.
The powers
conferred on the Association are the same as those conferred by section
13 of the Act, so that subject to the Act and any additions, exclusions
or modifications inserted below, the Association may do all things
necessary or convenient for carrying out its objects and purposes, and
in particular, may:
(a)
acquire, hold, deal with, and dispose of any real or personal property,
(b)
open and operate bank accounts;
(c)
invest its money:
(i)
in
any security in which trust monies may lawfully be invested; or
(ii)
in
any other manner authorised by the rules of the Association;
(d) borrow money upon such terms and conditions as the Association
thinks fit;
(e) give such security for the discharge of liabilities incurred by the
Association as the Association thinks fit;
(f) appoint agents to transact any business of the Association on its
behalf;
(g) enter into any other contract it considers necessary or desirable;
and
(h) act as trustee and accept and hold real and personal property upon
trust, but does not have power to do any act or thing as a trustee
that, if done otherwise than as a trustee, would contravene this Act or
the rules of the Association.
(1) Membership of
the Association is open to any natural person who embraces the objects
of the Association.
(2) A person who
wishes to become a member must apply for membership to the Committee in
writing, signed by that person, and in such form as the Committee from
time to time directs.
(3) The Committee
members must consider each application made under sub-rule (2) at a
Committee meeting and must at the Committee meeting or the next
Committee meeting accept or reject that application.
(4) An applicant
whose application for membership of the Association is rejected under
sub-rule (3) must, if he or she wishes to appeal against that decision,
give notice to the Secretary of his or her intention to do so within a
period of 14 days from the date he or she is advised of the rejection.
(5) When notice is
given under sub-rule (4), the Association in a general meeting no later
than the next annual general meeting, must either confirm or set aside
the decision of the Committee to reject the application, after having
afforded the applicant who gave that notice a reasonable opportunity to
be heard by, or to make representations in writing to, the Association
in the general meeting.
(1) Subject to
sub-rule 6 (2) membership will consist of the following classes
(a) Regular membership.
(b) Honorary membership.
(c) Student membership.
(2) The
Association may from time to
time determine by special resolution additional classes of membership of
the Association and membership criteria thereof.
(1) Honorary
membership will be for persons with special status/prominence in society
who are in a position to make a significant contribution to the Perth
tango community by participating as members of the Association. Honorary
membership will be by special invitation only. The Committee from time
to time will decide who to invite as Honorary members to the Association
providing the person invited fits the above criteria.(2) Student
membership will be for persons who are 18 years of age or under and are
studying full time.
(3) Honorary
members and Student members of the Association will NOT have voting
rights as described in Rule 21.
(4) Honorary
members and Student members of the
Association are NOT
eligible to nominate or be nominated for any position on the
Committee.
(5) Honorary
members can have rights to vote and be elected on the Committee by
becoming Regular members of the Association, in which case the person’s
Honorary membership
status will lapse from the date they become
Regular members.
(6) Honorary
members will be entitled to free entry to all events conducted by the
Association. Student members will get normal discounts available to
Regular members on
any events conducted by the Association offering membership discounts.
(1) The Secretary,
on behalf of the Association, must comply with section 27 of the Act by
keeping and maintaining, in an up-to-date condition, a register of the
members of the Association and their postal or residential addresses
and, upon the request of a member of the Association, shall make the
register available for the inspection of the member and the member may
make a copy of or take an extract from the register but shall have no
right to remove the register for that purpose.
(2) The register
must be so kept and maintained at the Secretary’s place of residence or
at such other place as the members at a general meeting decide.
(3) The Secretary
must cause the name of a person who dies or who ceases to be a member
under rule 10 to be deleted from the register of members referred to in
sub-rule (1).
(1) Subject to
sub-rule (3), the annual membership fee of the Association for Regular
members is $15 per member for the first financial year.
(2) Subject to
sub-rule (3) the annual membership fee of the Association for Student
members will be $5 per member for the first financial year.
(3) The Committee
may from time to time determine by resolution any other amount of the
subscription to be paid by each member class.
(4) Each member
must pay to the Treasurer, annually on or before 1 July or such other
date as the Committee from time to time determines, the amount of the
subscription determined under sub-rule (1) or (2).
(5) Subject to
sub-rule (6)a member whose subscription is not paid within 3 months
after the relevant date fixed by or under sub-rule (1) or (2) ceases on
the expiry of that period to be a member, unless the Committee decides
otherwise.
(6) A person
exercises all the rights and obligations of a member for the purposes of
these rules if his or her subscription is paid on or before the relevant
date fixed by or under sub-rule (1) or (2) or within 3 months
thereafter, or such other time as the Committee allows.
Membership of the Association may be terminated upon:
(a) receipt by the Secretary or another Committee member of a notice in
writing from a member of his or her resignation from the Association.
Such person remains liable to pay to the Association the amount of any
subscription due and payable by that person to the Association but
unpaid at the date of termination; or
(b) non-payment by a member of his or her subscription within three
months of the date fixed by the Committee for subscriptions to be paid,
unless the Committee decides otherwise, in accordance with rule 9 (4);
or
(c) expulsion of a member in accordance with rule 11.
(1) If the
Committee considers that a member should be suspended or expelled from
membership of the Association because his or her conduct is detrimental
to the interests of the Association, the Committee must communicate,
either orally or in writing, to the member –
(a) notice of the
proposed suspension or expulsion and of the time, date and place of the
Committee meeting at which the question of that suspension or expulsion
will be decided; and
(b) particulars of
that conduct,
– not less than 30 days before
the date of the Committee meeting referred to in
paragraph (a).
(2) At the
Committee meeting referred to in a notice communicated under sub-rule
(1), the Committee may, having afforded the member concerned a
reasonable opportunity to be heard by, or to make representations in
writing to, the Committee, suspend or expel or decline to suspend or
expel that member from membership of the Association and must, forthwith
after deciding whether or not to suspend or expel that member,
communicate that decision in writing to that member.
(3) Subject to
sub-rule (5), a member has his or her membership suspended or ceases to
be a member 14 days after the day on which the decision to suspend or
expel a member is communicated to him or her under sub-rule (2).
(4) A member who
is suspended or expelled under sub-rule (2) must, if he or she wishes to
appeal against that suspension or expulsion, give notice to the
Secretary of his or her intention to do so within the period of 14 days
referred to in sub-rule (3).
(5) When notice is
given under sub-rule (4):
(a) the Association in a general meeting, must either confirm or set
aside the decision of the Committee to suspend
or expel the member, after having afforded the member who gave that
notice a reasonable opportunity to be heard by, or to make
representations in writing to, the Association in the general meeting;
and
(b) the member who gave that
notice is not suspended or does not cease to be a member unless and
until the decision of the Committee to suspend or expel him or her is
confirmed under this sub-rule.
(1) Subject to
sub-rule (9), the affairs of the Association will be managed exclusively
by a Committee of Management consisting of:
(a) a Chairperson;
(b) a Vice-Chairperson;
(c) a Secretary;
(d) a Treasurer; and
(e) 5 (five) other persons, all of whom must be members of the
Association.
(2) Committee
members must be elected to membership of the Committee at an annual
general meeting or appointed under sub-rule (8).
(3) Subject to
sub-rule (8), a Committee member’s term will be from his or her election
at an annual general meeting until the election referred to in sub-rule
(2) at the next annual general meeting after his or her election, but he
or she is eligible for re-election to membership of the Committee.
(4) Except for
nominees under sub-rule (7), a person is not eligible for election to
membership of the Committee unless a member has nominated him or her for
election by delivering notice in writing of that nomination, signed by –
(a)
the
nominator; and
(b)
the
nominee to signify his or her willingness to stand for election,
– to the Secretary not
less than 7 days before the day on which the annual general meeting
concerned is to be held.
(5) A person who
is eligible for election or re-election under this rule may:
(a) propose or second himself or herself for election or re-election;
and
(b) vote for himself or herself.
(6) If the number
of persons nominated in accordance with sub-rule (4) for election to
membership of the Committee does not exceed the number of vacancies in
that membership to be filled –
(a) the Secretary must report accordingly to; and
(b) the Chairperson must declare
– those persons to be
duly elected as members of the Committee at the annual general meeting
concerned.
(7) If vacancies
remain on the Committee after the declaration under sub-rule (6),
additional nominations of Committee members may be accepted from the
floor of the annual general meeting. If such nominations from the floor
do not exceed the number of vacancies the Chairperson must declare those
persons to be duly elected as members of Committee. Where the number of
nominations from the floor exceeds the remaining number of vacancies on
the Committee, elections for those positions must be conducted.
(8) If a
vacancy remains on the Committee after the application of sub-rule (7),
or when a casual vacancy within the meaning of rule
16
occurs in the membership of the Committee –
(a) the Committee may
appoint a member to fill that vacancy; and
(b) a member appointed
under this sub-rule will:
(i) hold office until
the election referred to in sub-rule (2); and
(ii) be eligible for
election to membership of the Committee,
– at the next following annual general meeting.
(9) The Committee
may delegate, in writing, to one or more sub-committees (consisting of
such member or members of the Association as the Committee thinks fit)
the exercise of such functions of the Committee as are specified in the
delegation other than:
(a) the power of
delegation; and
(b) a function which is
a duty imposed on the Committee by the Act or any other law.
(10) Any delegation
under sub-rule (9) may be subject to such conditions and limitations as
to the exercise of that function or as to time and circumstances as are
specified in the written delegation and the Committee may continue to
exercise any function delegated.
(11) The Committee
may, in writing, revoke wholly or in part any delegation under sub-rule
(9).
(12) The Committee may at
any time during a financial year and must immediately after each
financial year commission an audit of all accounting records kept in
accordance with Rule 15.
(13) The Committee may not
commission an audit referred to in sub-rule (12) to a Committee member
or a person who was a Committee member during that financial year or the
financial year immediately preceding.
(14) The report
received from an auditor of any audit conducted during or after the end
of the Association’s financial year must be presented to members no
later than at the annual general meeting for that financial year.
(1) Subject to
this rule, the Chairperson must preside at all general meetings and
Committee meetings.
(2)
In the event of the absence from a general meeting of –
(a)
the Chairperson, the Vice-Chairperson; or
(b) both the
Chairperson and the Vice-Chairperson,
– a member
elected by the other members present at the general meeting, must
preside at the general meeting.
(3) In the event of the absence from a Committee meeting of –
(a) the Chairperson,
the Vice-Chairperson; or
(b) both the
Chairperson and the Vice-Chairperson,
– a Committee
member elected by the other Committee members present at the Committee
meeting, must preside at the Committee meeting.
The
Secretary must:
(a) co-ordinate the
correspondence of the Association;
(b) keep full and
correct minutes of the proceedings of the Committee and of the
Association;
(c) comply on behalf
of the Association with –
(i) section 27 of the
Act with respect to the register of members of the Association, as
referred to in rule 8;
(ii) section 28 of the
Act by keeping and maintaining in an up-to-date condition the rules of
the Association and, upon the request of a member of the Association,
must make available those rules for the inspection of the member and the
member may make a copy of or take an extract from the rules but will
have no right to remove the rules for that purpose; and
(iii)
section 29 of the Act by maintaining a record of –
(A) the names and
residential or postal addresses of the persons who hold the offices of
the Association provided for by these rules, including all offices held
by the persons who constitute the Committee and persons who are
authorised to use the common seal of the Association under rule 23; and
(B) the names and
residential or postal addresses of any persons who are appointed or act
as trustees on behalf of the Association,
– and the
Secretary must, upon the request of a member of the Association, make
available the record for the inspection of the member and the member may
make a copy of or take an extract from the record but will have no right
to remove the record for that purpose;
(d) unless the members
resolve otherwise at a general meeting, have custody of all books,
documents, records and registers of the Association, including those
referred to in paragraph (c) but other than those required by rule 15 to
be kept and maintained by, or in the custody of, the Treasurer; and
(e) perform such other
duties as are imposed by these rules on the Secretary.
The
Treasurer must:
(a) be responsible for
the receipt of all moneys paid to or received by, or by him or her on
behalf of, the Association and must issue receipts for those moneys in
the name of the Association;
(b) pay all moneys
referred to in paragraph (a) into such account or accounts of the
Association as the Committee may from time to time direct;
(c) make payments from
the funds of the Association with the authority of a general meeting or
of the Committee and in so doing ensure that all cheques are signed by
himself or herself and at least one other authorised Committee member,
or by any two others as are authorised by the Committee;
(d) comply on
behalf of the Association with sections 25 and 26 of the Act with
respect to the accounting records of the Association by –
(i) keeping such accounting records as correctly record and explain the
financial transactions and financial position of the Association;
(ii) keeping its accounting records in such manner as will enable true
and fair accounts of the Association to be prepared from time to time;
(iii) keeping its accounting records in such manner as will enable true
and fair accounts of the Association to be conveniently and properly
audited; and
(iv) submitting to members at each annual general meeting of the
Association accounts of the Association showing the financial position
of the Association at the end of the immediately preceding financial
year.
(e) whenever directed
to do so by the Chairperson, submit to the Committee a report, balance
sheet or financial statement in accordance with that direction;
(f) unless the members
resolve otherwise at a general meeting, have custody of all securities,
books and documents of a financial nature and accounting records of the
Association, including those referred to in paragraphs (d) and (e); and
(g) perform such other
duties as are imposed by these rules on the Treasurer.
A
casual vacancy occurs in the office of a Committee member and that
office becomes vacant if the Committee member:
(a) dies;
(b) resigns by notice
in writing delivered to the Chairperson or, if the Committee member is
the Chairperson, to the Vice-Chairperson and that resignation is
accepted by resolution of the Committee;
(c) is convicted of an
offence under the Act or any other crime;
(d) is permanently
incapacitated by mental or physical ill-health;
(e) is absent from
more than –
(i) 3 consecutive Committee meetings; or
(ii) 3 Committee meetings in the same financial year without tendering
an apology to the person presiding at each of those Committee meetings;
– of
which meetings the member received notice, and the Committee has
resolved to declare the office vacant;
(f) ceases to be a
member of the Association; or
(g) is the subject of
a resolution passed by a general meeting of members terminating his or
her appointment as a Committee member.
(1) The Committee
must meet together for the dispatch of business not less than 4 (four)
times in each year and the Chairperson, or at least half the members of
the Committee, may at any time convene a meeting of the Committee.
(2) Each Committee
member has a deliberative vote.
(3) A question
arising at a Committee meeting must be decided by a majority of votes.
(4) At a Committee
meeting 5 (five) Committee members constitute a quorum.
(5) Subject to
these rules, the procedure and order of business to be followed at a
Committee meeting must be determined by the Committee members present at
the Committee meeting.
(6) As required
under sections 21 and 22 of the Act, a Committee member having any
direct or indirect pecuniary interest in a contract, or proposed
contract, made by, or in the contemplation of, the Committee (except if
that pecuniary interest exists only by virtue of the fact that the
member of the Committee is a member of a class of persons for whose
benefit the Association is established), must –
(a) as soon as he or she becomes aware of that interest, disclose the
nature and extent of his or her interest to the Committee; and
(b) not take part in any deliberations or decision of the Committee with
respect to that contract.
(7) Sub-rule (6)
(a) does not apply with respect to a pecuniary interest that exists only
by virtue of the fact that the member of the Committee is an employee of
the Association.
(8) The Secretary
must cause every disclosure made under sub-rule (6) (a) by a member of
the Committee to be recorded in the minutes of the meeting of the
Committee at which it is made.
(1) The Committee:
(a) may at any time
convene a special general meeting;
(b) must convene
annual general meetings within the time limits provided for the holding
of such meetings by section 23 of the Act, that is, in every calendar
year within 4 months after the end of the Association's financial year
or such longer period as may in a particular case be allowed by the
Commissioner, except for the first annual general meeting which may be
held at any time within 18 months after incorporation; and
(c) must, within 30
days of:
(i) receiving a
request in writing to do so from not less than 10 (ten) members, convene
a special general meeting for the purpose specified in that request; or
(ii) the Secretary
receiving a notice under rule 11 (4), convene a general meeting to deal
with the appeal to which that notice relates.
(d) must, after
receiving a notice under rule 5 (4), convene a general meeting, no later
than the next annual general meeting, at which the appeal referred to in
the notice will be dealt with. Failing that, the applicant is entitled
to address the Association at that next annual general meeting in
relation to the Committee’s rejection of his or her application and the
Association at that meeting must confirm or set aside the decision of
the Committee.
(2) The members
making a request referred to in sub-rule (1) (c) (i) must:
(a) state in that
request the purpose for which the special general meeting concerned is
required; and
(b) sign that request.
(3) If a special
general meeting is not convened within the relevant period of 30 days
referred to:
(a) in sub-rule (1)
(c) (i), the members who made the request concerned may themselves
convene a special general meeting as if they were the Committee; or
(b) in sub-rule (1)
(c) (ii), the member who gave the notice concerned may him or herself
convene a special general meeting as if he or she were the Committee.
(4) When a special
general meeting is convened under sub-rule (3) (a) or (b) the
Association must pay the reasonable expenses as decided by the committee
of convening and holding the special general meeting.
(5) Subject to
sub-rule (7), the Secretary must give to all members not less than 14
days notice of a special general meeting and that notice must specify –
(a) when and where the general meeting concerned is to be held; and
(b) particulars of the business to be transacted at the general meeting
concerned and of the order in which that business is to be transacted.
(6) Subject to
sub-rule (7), the Secretary must give to all members not less than 21
days notice of an annual general meeting and that notice must specify –
(a) when and where the
annual general meeting is to be held;
(b) the particulars
and order in which business is to be transacted, as follows:
(i)
first, the consideration of the accounts and reports of the
Committee;
(ii)
second, the election of Committee members to replace outgoing
Committee members; and
(iii)
third, any other business requiring consideration by the
Association at the general meeting.
(7) A special
resolution may be moved either at a special general meeting or at an
annual general meeting, however the Secretary must give to all members
not less than 21 days notice of the meeting at which a special
resolution is to be proposed. In addition to those matters specified in
sub-rule (5) or (6), as relevant, the notice must also include the
resolution to be proposed and the intention to propose the resolution as
a special resolution.
(8) The Secretary
must give a notice under sub-rule (5), (6) or (7) by –
(a) serving it on a
member personally; or
(b) sending it to a
member at the preferred contact of the member appearing in the register
of members kept and maintained under rule 8.
(1) At a general
meeting 30 per cent members of the association present in person
constitute a quorum.
(2) If within 30
minutes after the time specified for the holding of a general meeting in
a notice given under rule 18 (5) or (6) –
(a) as a result of a request or notice referred to in rule 18 (1) (c) or
as a result of action taken under rule 18 (3) a quorum is not present,
the general meeting lapses; or
(b) otherwise than as a result of a request, notice or action referred
to in paragraph (a), the general meeting stands adjourned to the same
time on the same day in the following week and to the same venue.
(3) If within 30
minutes of the time appointed by sub-rule (2) (b) for the resumption of
an adjourned general meeting a quorum is not present, the members who
are present in person may nevertheless proceed with the business of that
general meeting as if a quorum were present.
(4) The
Chairperson may, with the consent of a general meeting at which a quorum
is present, and must, if so directed by such a general meeting, adjourn
that general meeting from time to time and from place to place.
(5) There must not
be transacted at an adjourned general meeting any business other than
business left unfinished or on the agenda at the time when the general
meeting was adjourned.
(6) When a general
meeting is adjourned for a period of 30 days or more, the Secretary must
give notice under rule 18 of the adjourned general meeting as if that
general meeting were a fresh general meeting.
(7) At a general
meeting –
(a) an ordinary resolution put to the vote will be decided by a majority
of votes cast on a show of hands, subject to sub-rule (9); and
(b) a special resolution put to the vote will be decided in accordance
with rule 2, and, if a poll is demanded, in accordance with sub-rules
(9) and (11).
(8) A declaration
by the Chairperson of a general meeting that a resolution has been
passed as an ordinary resolution at the meeting will be evidence of that
fact unless, during the general meeting at which the resolution is
submitted, a poll is demanded in accordance with sub-rule (9).
(9) At a general
meeting, a poll may be demanded by the Chairperson or by three or more
members present in person and, if so demanded, must be taken in such
manner as the Chairperson directs.
(10) If a poll is
demanded and taken under sub-rule (9) in respect of an ordinary
resolution, a declaration by the Chairperson of the result of the poll
is evidence of the matter so declared.
(11) A poll demanded
under sub-rule (9) must be taken immediately on that demand being made.
(1) The Secretary
must cause proper minutes of all proceedings of all general meetings and
Committee meetings to be taken and then to be entered within 30 days or
such period as specified at the meeting after the holding of each
general meeting or Committee meeting, as the case requires, in a minute
book (or folder) kept for that purpose.
(2) The
Chairperson must ensure that the minutes taken of a general meeting or
Committee meeting under sub-rule (1) are checked and signed as correct
by the Chairperson of the general meeting or Committee meeting to which
those minutes relate or by the Chairperson of the next succeeding
general meeting or Committee meeting, as the case requires.
(3) When minutes
have been entered and signed as correct under this rule, they are, until
the contrary is proved, evidence that –
(a) the general meeting or Committee meeting to which they relate (in
this sub-rule called "the meeting") was duly convened and held;
(b) all proceedings recorded as having taken place at the meeting did in
fact take place at the meeting; and
(c) all appointments or elections purporting to have been made at the
meeting have been validly made.
(1) Subject to
these rules, each member present in person at a general meeting is
entitled to a deliberative vote.
(2) Subject to
these rules, a postal vote from a member not present at a general
meeting is only valid for a pre-published proposal.
(1) The
Association may alter or rescind these rules, or make rules additional
to these rules, in accordance with the procedure set out in sections 17,
18 and 19 of the Act, which is as follows –
(a) Subject to sub-rule
(1) (d) and (1) (e), the Association may alter its rules by special
resolution but not otherwise;
(b) Within one month of
the passing of a special resolution altering its rules, or such further
time as the Commissioner may in a particular case allow (on written
application by the Association), the Association must lodge with the
Commissioner notice of the special resolution setting out particulars of
the alteration together with a certificate given by a member of the
Committee certifying that the resolution was duly passed as a special
resolution and that the rules of the Association as so altered conform
to the requirements of this Act;
(c) An alteration of
the rules of the Association does not take effect until sub-rule
(1) (b) is complied with;
(d) An alteration of
the rules of the Association having effect to change the name of the
association does not take effect until sub-rules (1) (a) to (1) (c) are
complied with and the approval of the Commissioner is given to the
change of name;
(e) An alteration
of the rules of the Association having effect to alter the objects or
purposes of the association does not take effect until sub-rules (1) (a)
to (1) (c) are complied with and the approval of the Commissioner is
given to the alteration of the objects or purposes.
(2) These rules
bind every member and the Association to the same extent as if every
member and the Association had signed and sealed these rules and agreed
to be bound by all their provisions.
(1) The Association must have a
common seal on which its corporate name appears in legible characters.
(2) The common
seal of the Association must not be used without the express authority
of the Committee and every use of that common seal must be recorded in
the minute book (or folder) referred to in rule 20.
(3) The affixing
of the common seal of the Association must be witnessed by any two of
the Chairperson, the Secretary and the Treasurer.
(4) The common
seal of the Association must be kept in the custody of the Secretary or
of such other person as the Committee from time to time decides.
A member may at
any reasonable time, as decided by the Committee,
inspect without charge the books, documents, records and securities of
the Association.
(1) The grievance
procedure set out in this rule applies to disputes under these rules
between –
(a) a member and another member; or
(b) a member and the Association; or
(c) if the Association provides services to non-members, those
non-members who receive services from the Association, and the
Association.
(2) The parties to
the dispute must meet and discuss the matter in dispute, and, if
possible, resolve the dispute within 14 days after the dispute comes to
the attention of all of the parties.
(3) If the parties
are unable to resolve the dispute at the meeting, or if a party fails to
attend that meeting, then the parties must, within 10 days, hold a
meeting in the presence of a mediator.
(4) The mediator
must be –
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement:
(i) in the case of a dispute between a member and another member, a
person appointed by the Committee of the Association;
(ii) in the case of a dispute between a member or relevant non-member
(as defined by sub-rule (1) (c)) and the Association, a person who is a
mediator appointed to, or employed with, a not for profit organization.
(5) A member of
the Association can be a mediator.
(6) The mediator
cannot be a member who is a party to the dispute.
(7) The parties to
the dispute must, in good faith, attempt to settle the dispute by
mediation.
(8) The mediator,
in conducting the mediation, must –
(a) give the parties to the mediation process every opportunity to be
heard;
(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 to the
dispute throughout the mediation process.
(9) The mediator
must not determine the dispute.
(10) The mediation
must be confidential and without prejudice.
(11) If the
mediation process does not result in the dispute being resolved, the
parties may seek to resolve the dispute in accordance with the Act or
otherwise at law.
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
which is not carried out for the purposes of profit or gain to its
individual members, and which association shall be determined by
resolution of the members.