Part 1 — PRELIMINARY
1. Terms used
In these rules, unless the contrary intention appears —
Act means the Associations Incorporation Act 2015;
Executive Committee means the management Group of the Association;
Executive Committee meeting means a meeting of the Executive Committee;
Executive Committee member means a member of the Executive Committee;
books, of the Association, includes the following —
(a)a register;
(b)financial records, financial statements or financial reports, however compiled, recorded or stored;
(c)a document;
(d)any other record of information;
by laws means by-laws made by the Association under rule 53;
chairperson means the Executive Committee member holding office as the chairperson of the Association; the President.
Commissioner means the person for the time being designated as the Commissioner under section 153 of the Act;
Association means the incorporated association to which these rules apply; i.e. Port Kennedy Dart Association Inc.
financial records include —
(a)invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and
(b)documents of prime entry; and
(c)working papers and other documents needed to explain —
(i)the methods by which financial statements are prepared; and
(ii)adjustments to be made in preparing financial statements;
financial statements mean the financial statements in relation to the Association required under Part 5 Division 3 of the Act;
financial year, of the Association, has the meaning given in rule 2;
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 who is an ordinary or life member of the Association;
office holder means a member of the Executive Committee elected under rule 22 and shall be a member of the Executive Committee;
ordinary member means a member of the association;
register of members means the register of members referred to in section 53 of the Act;
rules mean these rules of the Association, as in force for the time being;
secretary means the Executive 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 Executive Committee under rule 39(1)(a);
tier 1 Association means an incorporated association to which section 64(1) of the Act applies;
tier 2 Association means an incorporated association to which section 64(2) of the Act applies;
tier 3 Association means an incorporated association to which section 64(3) of the Act applies;
treasurer means the Executive Committee member holding office as the treasurer of the Association.
2. Financial year
(1)The first financial year of the Association is to be the period notified to the Commissioner under section 7(4)(e) or, if relevant, section 29(5)(e) of the Act.
(2)Each subsequent financial year of the Association is the period of 12 months commencing at the termination of the first financial year or the anniversary of that termination.
Part 2 — ASSOCIATION TO BE NOT FOR PROFIT BODY
3. Not-for-profit body
(1)The property and income of the Association must be applied solely towards the promotion of the objects or purposes 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 objects or purposes.
(2)A payment may be made to a member out of the funds of the Association only if it is authorised under sub rule (3).
(3)A payment to a member out of the funds of the Association is authorised if it is —
(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 reimbursement of reasonable expenses properly incurred by the member on behalf of the Association.
Part 3 — MEMBERS
Division 1 — Membership
4. Classes of membership
(1)The Association consists of ordinary members, life members.
(2)The Association may have any class of membership approved by resolution at a general meeting, including junior membership, honorary membership and life membership.
5. When membership ceases
(1)A member ceases to be a member when any of the following takes place —
(a)for a member who is an individual, the individual dies;
(b)the member resigns from the Association;
(c)the member is expelled from the Association under rule 10;
(2)The secretary must keep a record, for at least one year after a member ceases to be a member, of —
(a)the date on which the member ceased to be a member; and
(b)the reason why the member ceased to be a member.
6. Resignation
(1)A member may resign from membership of the Association by giving written notice of the resignation to the secretary.
(2)The resignation takes effect —
(a)when the secretary receives the notice; or
(b)if a later time is stated in the notice, at that later time.
(3)A person who has resigned from membership of the Association remains liable for any fees that are owed to the Association (the owed amount) at the time of resignation.
(4)The owed amount may be recovered by the Association in a court of competent jurisdiction as a debt due to the Association.
Division 2 — Membership fees
7. Membership fees
(1)The Executive Committee must determine the annual membership fee (if any) to be paid for membership of the Association.
(2)The fees determined under sub rule (1) may be different for different classes of membership.
(3)A member must pay the annual membership fee to their Association treasurer.
(4)If a member has not paid the annual membership fee within the period of 3 months after the due date as determined by the Executive Committee, the member ceases to be a member on the expiry of that period.
(5)If a member who has ceased to be a member under sub rule (4) offers to pay the annual membership fee after the period referred to in that sub-rule has expired —
(a)the Executive Committee may, at its discretion, accept that payment; and
(b)if the payment is accepted, the person's membership is reinstated from the date the payment is accepted.
Division 3 — Register of members
8. Register of members
(1)The secretary, or another person authorised by the Executive 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.
(2)In addition to the matters referred to in section 53(2) of the Act, the register of members must include the class of membership (if applicable) to which each member belongs and the date on which each member becomes a member.
(3)The register of members must be kept at a place determined by the Executive Committee
(4)A member who wishes to inspect the register of members must contact the secretary to make the necessary arrangements.
(5)If —
(a)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
(b)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 Executive 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 relates to the affairs of the Association.
Part 4 — DISCIPLINARY ACTION, DISPUTES AND MEDIATION
Division 1 — Term used
9. Term used: member
In this Part —
member, in relation to a member who is expelled from the Association, includes former member.
Division 2 — Disciplinary action
10. Suspension or expulsion
(1)The Executive Committee may decide to suspend a member's membership or to expel a member from the Association if —
(a)the member contravenes any of these rules; or
(b)the member acts detrimentally to the interests of the Association.
(2)The secretary must give the member written notice of the proposed suspension or expulsion at least 28 days before the Executive Committee meeting at which the proposal is to be considered by the Executive Committee.
(3)The notice given to the member must state —
(a)when and where the Executive Committee meeting is to be held; and
(b)the grounds on which the proposed suspension or expulsion is based; and
(c)that the member, or the member's representative, may attend the meeting and will be given a reasonable opportunity to make written or oral (or both written and oral) submissions to the Executive Committee about the proposed suspension or expulsion;
(4)At the Executive Committee meeting, the Executive Committee must —
(a)give the member, or the member's representative, a reasonable opportunity to make written or oral (or both written and oral) submissions to the Executive Committee about the proposed suspension or expulsion; and
(b)give due consideration to any submissions so made; and
(c)decide —
(i)whether or not to suspend the member's membership and, if the decision is to suspend the membership, the period of suspension; or
(ii)whether or not to expel the member from the Association.
(5)A decision of the Executive Committee to suspend the member's membership or to expel the member from the Association takes immediate effect.
(6)The Executive Committee must give the member written notice of the Executive Committee's decision, and the reasons for the decision, within 7 days after the Executive Committee meeting at which the decision is made.
(7)A member whose membership is suspended or who is expelled from the Association may, within 14 days after receiving notice of the Executive Committee's decision under sub-rule (6), give written notice to the secretary requesting the appointment of a mediator under rule 18.
(8)If notice is given under sub-rule (7), the member who gives the notice and the Executive Committee are the parties to the mediation.
11. Consequences of suspension
(1)During the period a member's membership is suspended, the member —
(a)loses any rights (including voting rights) arising as a result of membership; and
(b)is not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the Association.
(2)When a member's membership is suspended, the secretary must record in the register of members —
(a)that the member's membership is suspended; and
(b)the date on which the suspension takes effect; and
(c)the period of the suspension.
(3)When the period of the suspension ends, the secretary must record in the register of members that the member's membership is no longer suspended.
Division 3 — Resolving disputes
12. Terms used
In this Division —
grievance procedure means the procedures set out in this Division;
party to a dispute includes a person —
(a)who is a party to the dispute; and
(b)who ceases to be a member within 6 months before the dispute has come to the attention of each party to the dispute.
13. Application of Division
The procedure set out in this Division (the grievance procedure) applies to disputes —
(a)between members; or
(b)between one or more members and the Association.
14. Parties to attempt to resolve dispute
The parties to a dispute must attempt to resolve the dispute between themselves within 14 days after the dispute has come to the attention of each party.
15. How grievance procedure is started
(1)If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 14, any party to the dispute may start the grievance procedure by giving written notice to the secretary of —
(a)the parties to the dispute; and
(b)the matters that are the subject of the dispute.
(2)Within 28 days after the secretary is given the notice, an Executive Committee meeting must be convened to consider and determine the dispute.
(3)The secretary must give each party to the dispute written notice of the Executive Committee meeting at which the dispute is to be considered and determined at least 7 days before the meeting is held.
(4)The notice given to each party to the dispute must state —
(a)when and where the Executive Committee meeting is to be held; and
(b)that the party, or the party's representative, may attend the meeting and will be given a reasonable opportunity to make written or oral (or both written and oral) submissions to the Executive Committee about the dispute.
(5)If —
(a)the dispute is between one or more members and the Association; and
(b)any party to the dispute gives written notice to the secretary stating that the party —
(i)does not agree to the dispute being determined by the Executive Committee; and
(ii)requests the appointment of a mediator under rule 18,
the Executive Committee must not determine the dispute.
16. Determination of dispute by Executive Committee
(1)At the Executive Committee meeting at which a dispute is to be considered and determined, the Executive Committee must —
(a)give each party to the dispute, or the party's representative, a reasonable opportunity to make written or oral (or both written and oral) submissions to the Executive Committee about the dispute; and
(b)give due consideration to any submissions so made; and
(c)determine the dispute.
(2)The Executive Committee must give each party to the dispute written notice of the Executive Committee's determination, and the reasons for the determination, within 7 days after the Executive Committee meeting at which the determination is made.
(3)A party to the dispute may, within 14 days after receiving notice of the Executive Committee's determination under sub-rule (1)(c), give written notice to the secretary requesting the appointment of a mediator under rule 23.
(4)If notice is given under sub-rule (3), each party to the dispute is a party to the mediation.
Division 4 — Mediation
17. Application of Division
(1)This Division applies if written notice has been given to the secretary requesting the appointment of a mediator —
(a)by a member under rule 10(7); or
(b)by a party to a dispute under rule 18(3).
(2)If this Division applies, a mediator must be chosen or appointed under rule 23.
18. Appointment of mediator
(1)The mediator must be a person chosen —
(a)if the appointment of a mediator was requested by a member under rule 10(7) — by agreement between the Member and the Executive Committee; or
(b)if the appointment of a mediator was requested by a party to a dispute under rule 18 (3) — by agreement between the parties to the dispute.
(2)If there is no agreement for the purposes of sub-rule (1)(a) or (b), then, subject to sub-rules (3) and (4), the Executive Committee must appoint the mediator.
(3)The person appointed as mediator by the Executive Committee must be a person who acts as a mediator for another not-for-profit body, such as a community legal centre, if the appointment of a mediator was requested by —
(a)a member under rule 10(7); or
(b)a party to a dispute under rule 18(3); or
(c)a party to a dispute under rule 21(3) and the dispute is between one or more members and the Association.
(4)The person appointed as mediator by the Executive Committee may be a member or former member of the Association but must not —
(a)have a personal interest in the matter that is the subject of the mediation; or
(b)be biased in favour of or against any party to the mediation.
19. Mediation process
(1)The parties to the mediation must attempt in good faith to settle the matter that is the subject of the mediation.
(2)Each party to the mediation must give the mediator a written statement of the issues that need to be considered at the mediation at least 5 days before the mediation takes place.
(3)In conducting the mediation, the mediator must —
(a)give each party to the mediation every opportunity to be heard; and
(b)allow each party to the mediation to give due consideration to any written statement given by another party; and
(c)ensure that natural justice is given to the parties to the mediation throughout the mediation process.
(4)The mediator cannot determine the matter that is the subject of the mediation.
(5)The mediation must be confidential, and any information given at the mediation cannot be used in any other proceedings that take place in relation to the matter that is the subject of the mediation.
(6)The costs of the mediation are to be paid by the party or parties to the mediation that requested the appointment of the mediator.
20. If mediation results in decision to suspend or expel being revoked
If —
(a)mediation takes place because a member whose membership is suspended or who is expelled from the Association gives notice under rule 10(7); and
(b)as the result of the mediation, the decision to suspend the member's membership or expel the member is revoked,
that revocation does not affect the validity of any decision made at an Executive Committee meeting or general meeting during the period of suspension or expulsion.
Part 5 — EXECUTIVE COMMITTEE
Division 1 — Powers of Executive Committee
21. Executive Committee
(1)The Executive Committee members are the persons who, as the management Group of the Association, have the power to manage the affairs of the Association.
(2)Subject to the Act, these rules, the by-laws and any resolution passed at a general meeting, the Executive Committee has power to do all things necessary or convenient to be done for the proper management of the affairs of the Association.
(3)The Executive Committee must take all reasonable steps to ensure that the Association complies with the Act, these rules and the by-laws.
(4)The Executive Committee shall decide all questions of interpretation of these Rules and its decision shall be binding. Words importing the masculine gender shall include the feminine gender and words importing the singular shall include the plural.
Division 2 — Composition of Executive Committee and duties of members
22. Executive Committee members
(1)The Executive Committee members consist of —
(a)the Executive Committee members; and
(b)at least twelve (6) additional members being 3, if possible.
(2)The following are the Executive Committee members—
(a)the President.
(b)the Vice President Male.
(c)the Secretary.
(d)the Treasurer.
(e)Games Co-Ordinator.
(3)A person may be an Executive Committee member if the person is —
(a)an individual who has reached 18 years of age; and
(b)a financial member.
(4)The duties of the Executive Members and other officers are set down in the by-laws.
Division 3 — Election of Executive Committee members and Tenure of office
23. How members become Executive Committee members
A member becomes an Executive Committee member if the member —
(a)is elected to the Executive Committee by ballot or
(b)is appointed to the Executive Committee by the Executive Committee to fill a casual vacancy under rule 30.
(c)Is appointed to the position of Secretary or Treasurer by the Executive Committee following a process of advertising those positions.
24. Nomination of Executive Committee members
(1)At least 21 days before an annual general meeting, the secretary must send written notice to all the members —
(a)calling for nominations for election to the Executive Committee; and
(b)stating the date by which nominations must be received by the secretary to comply with sub-rule (2).
(2)A member who wishes to be considered for election to the Executive Committee must nominate for election by sending written notice of the nomination to the secretary at least 21 days before the annual general meeting.
(3)The written notice must include a statement by another member in support of the nomination.
(4)A member may nominate for one specified Executive position of the Association or to be an ordinary Executive Committee member.
(5)A member whose nomination does not comply with this rule is not eligible for election to the Executive Committee.
25. Election of office holders and ordinary Executive Committee members
(1)A separate election must be held for each position of office holder of the Association and ordinary members to the Executive Committee.
(2)If there is no nomination for a position, the elected members of the Executive Committee shall fill those positions as set out in the by-laws.
26. Election of Executive Committee members
(1)If the number of members nominating for a position on the Executive Committee is not greater than the number to be elected, the Returning Officer, at the Annual General Meeting —
(a)must declare each of those members to be elected to the position; and
(b)may call for further nominations from the ordinary members at the meeting to fill any positions remaining unfilled after the elections under paragraph (a).
(2)A member who has nominated for an Executive Committee position may vote in accordance with that nomination.
27. Term of office
(1)The term of office of an Executive Committee member is two (2) years and begins when the member —
(a)is elected by ballot prior to an annual general meeting; or
(b)is appointed as Secretary or Treasurer, or
(c)is appointed to fill a casual vacancy under rule 33.
(2)Subject to rule 29, an Executive Committee member holds office until the positions on the Executive Committee are declared vacant requiring a ballot as prescribed in the by-laws.
(3)An Executive Committee member may be re-elected.
28. Resignation and removal from office
(1)An Executive Committee member may resign from the Executive Committee by written notice given to the secretary or, if the resigning member is the secretary, given to the chairperson.
(2)The resignation takes effect —
(a)when the notice is received by the secretary or chairperson; or
(b)if a later time is stated in the notice, at the later time.
(3)At a general meeting, the Association may by resolution —
(a)remove an Executive Committee member from office; and
(b)elect a member who is eligible under rule 24(4) to fill the vacant position.
(4)An Executive Committee member who is the subject of a proposed resolution under sub-rule (3)(a) may make written representations (of a reasonable length) to the secretary or chairperson and may ask that the representations be provided to the members.
(5)The secretary or chairperson may give a copy of the representations to each member or, if they are not so given, the Executive Committee member may require them to be read out at the general meeting at which the resolution is to be considered.
29. When membership of Executive Committee ceases
A person ceases to be an Executive Committee member if the person —
(a)dies or otherwise ceases to be a member; or
(b)resigns from the Executive Committee or is removed from office under rule 28; or
(c)becomes ineligible to accept an appointment or act as an Executive Committee member under section 39 of the Act.
(d)becomes permanently unable to act as an Executive Committee member because of a mental or physical disability; or
(e)fails to attend 3 consecutive Executive Committee meetings, of which the person has been given notice, without having notified the Executive Committee that the person will be unable to attend.
30. Filling casual vacancies
(1)The Executive Committee may appoint a member who is eligible under rule 24(4) to fill a position on the Executive Committee that —
(a)has become vacant under rule 29; or
(b)was not filled by election at the most recent annual general meeting or under rule 28(3)(b).
(2)If the position of secretary becomes vacant, the Executive Committee must appoint a member who is eligible under rule 24(4) to fill the position within 14 days after the vacancy arises.
(3)Subject to the requirement for a quorum under rule 42, the Executive Committee may continue to act despite any vacancy in its membership.
(4)If there are fewer Executive Committee members than required for a quorum under rule 42, the Executive Committee may act only for the purpose of —
(a)appointing Executive Committee members under this rule; or
(b)convening a general meeting.
31. Validity of acts
The acts of an Executive Committee or subcommittee, or of an Executive Committee member or member of a subcommittee, are valid despite any defect that may afterwards be discovered in the election, appointment or qualification of an Executive Committee member or member of a subcommittee.
Division 4 — Executive Committee meetings
32. Executive Committee meetings
(1)The Executive Committee shall meet monthly in each year on the dates and at the times and places determined by the Executive Committee.
(2)The date, time and place of the first Executive Committee meeting must be determined by the Executive Committee members as soon as practicable after the annual general meeting at which the Executive Committee members are appointed.
(3)Special Executive Committee meetings may be convened by the chairperson or any 4 Executive Committee members.
33. Notice of Executive Committee meetings
(1)Notice of each Executive Committee meeting must be given to each Executive Committee member at least 48 hours before the time of the meeting.
(2)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.
(3)Unless sub-rule (4) applies, the only business that may be conducted at the meeting is the business described in the notice.
(4)Urgent business that has not been described in the notice may be conducted at the meeting if the Executive Committee members at the meeting unanimously agree to treat that business as urgent.
34. Procedure and order of business
(1)The chairperson or, in the chairperson's absence, the deputy-chairperson must preside as chairperson of each Executive Committee meeting.
(2)If the chairperson and deputy chairperson are absent or are unwilling to act as chairperson of a meeting, the Executive Committee members at the meeting must choose one of them to act as chairperson of the meeting.
(3)The procedure to be followed at an Executive Committee meeting must be determined from time to time by the Executive Committee.
(4)The order of business at an Executive Committee meeting may be determined by the Executive Committee members at the meeting.
(5)A member or other person who is not an Executive Committee member may attend an Executive Committee meeting if invited to do so by the Executive Committee.
(6)A person invited under sub-rule (5) to attend an Executive Committee meeting —
(a)has no right to any agenda, minutes or other document circulated at the meeting; and
(b)must not comment about any matter discussed at the meeting unless invited by the chairperson to do so; and
(c)cannot vote on any matter that is to be decided at the meeting.
35. Use of technology to be present at Executive Committee meetings
(1)The presence of an Executive Committee member at an Executive Committee meeting need not be by attendance in person but may be by that Executive Committee member and each other Executive Committee member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.
(2)A member who participates in an Executive Committee meeting as allowed under sub-rule (1) 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.
36. Quorum for Executive Committee meetings
(1)Subject to rule 35(4), no business is to be conducted at an Executive Committee meeting unless a quorum of at least 5 Executive Committee members is present.
(2)If a quorum is not present within 30 minutes after the notified commencement time of an Executive Committee meeting —
(a)in the case of a special meeting — the meeting lapses; or
(b)otherwise, the meeting is adjourned to the same time, day and place in the following week.
(3)If —
(a)a quorum is not present within 30 minutes after the commencement time of an Executive Committee meeting held under sub-rule (2)(b); and
those members present are taken to constitute a quorum.
37. Voting at Executive Committee meetings
(1)Each Executive Committee member present at an Executive Committee meeting has one vote on any question arising at the meeting.
(2)A motion is carried if most of the Executive Committee members present at the Executive Committee meeting vote in favour of the motion.
(3)If the votes are divided equally on a question, the motion is lost.
(4)A vote may take place by the Executive Committee members present indicating their agreement or disagreement or by a show of hands, unless the Executive Committee decides that a secret ballot is needed to determine a question.
(5)If a secret ballot is needed, the chairperson of the meeting must decide how the ballot is to be conducted.
38. Minutes of Executive Committee meetings
(1)The Executive Committee must ensure that minutes are taken and kept of each Executive Committee meeting.
(2)The minutes must record the following —
(a)the names of the Executive Committee members present at the meeting;
(b)the name of any person attending the meeting under rule 34(5);
(c)the business considered at the meeting;
(d)any motion on which a vote is taken at the meeting and the result of the vote.
(3)The minutes of an Executive Committee meeting must be entered in the Association's minute book within 30 days after the meeting is held.
(4)The chairperson must ensure that the minutes of an Executive Committee meeting are reviewed and signed as correct by —
(a)the chairperson of the meeting; or
(b)the chairperson of the next Executive Committee meeting.
(5)When the minutes of an Executive Committee meeting have been signed as correct, they are, until the contrary is proved, evidence that —
(a)the meeting to which the minutes relate was duly convened and held; and
(b)the matters recorded as having taken place at the meeting took place as recorded; and
(c)any appointment purportedly made at the meeting was validly made.
Division 5 — Subcommittees and subsidiary offices
39. Subcommittees and subsidiary offices
(1)To help the Executive Committee in the conduct of the Association's business, the Executive Committee may, in writing, do either or both of the following —
(a)appoint one or more subcommittees;
(b)create one or more subsidiary offices and appoint people to those offices.
(2)A subcommittee may consist of the number of people, whether members, that the Executive Committee considers appropriate.
(3)A person may be appointed to a subsidiary office whether the person is a member.
(4)Subject to any directions given by the Executive Committee —
(a)a subcommittee may meet and conduct business as it considers appropriate; and
(b)the holder of a subsidiary office may carry out the functions given to the holder as the holder considers appropriate.
40. Delegation to subcommittees and holders of subsidiary offices
(1)In this rule —
non-delegable duty means a duty imposed on the Executive Committee by the Act or another written law.
(2)The Executive 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 Executive Committee other than —
(a)the power to delegate; and
(b)a non-delegable duty.
(3)A power or duty, the exercise or performance of which has been delegated to a subcommittee or the holder of a subsidiary office under this rule, may be exercised or performed by the subcommittee or holder in accordance with the terms of the delegation.
(4)The delegation may be made subject to any conditions, qualifications, limitations or exceptions that the Executive Committee specifies in the document by which the delegation is made.
(5)The delegation does not prevent the Executive Committee from exercising or performing at any time the power or duty delegated.
(6)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 Executive Committee.
(7)The Executive Committee may, in writing, amend or revoke the delegation.
Part 6 — GENERAL MEETINGS OF ASSOCIATION
41. Annual general meeting
(1)The Executive Committee must determine the date, time and place of the annual general meeting and advise members at least 21 days prior to the date set down for the meeting.
(2)If it is proposed to hold the annual general meeting more than 6 months after the end of the Association's financial year, the secretary must apply to the Commissioner for permission under section 50(3)(b) of the Act within 4 months after the end of the financial year.
(3)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 if the minutes of that meeting have not yet been confirmed.
(b)to receive and consider —
(i)the Executive Committee's annual report on the Association's activities during the preceding financial year; and
(ii)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.
(c)to elect the office holders of the Association and other Executive Committee members;
(d)if applicable, to appoint or remove a reviewer or auditor of the Association in accordance with the Act.
(4)Any other business of which notice has been given in accordance with these rules and by-laws may be conducted at the annual general meeting.
42. Special general meetings
(1)The Executive Committee may convene a special general meeting.
(2)The Executive Committee must convene a special general meeting if at least 15 members of the Associations require a special general meeting to be convened.
(3)The members requiring a special general meeting to be convened must —
(a)make the requirement by written notice given to the secretary; and
(b)state in the notice the business to be considered at the meeting; and
(c)each sign the notice.
(4)The special general meeting must be convened within 28 days after notice is given under sub-rule (3)(a).
(5)If the Executive 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.
(6)A special general meeting convened by members under sub-rule (5) —
(a)must be held within 3 months after the date the original requirement was made; and
(b)may only consider the business stated in the notice by which the requirement was made.
(7)The Association must reimburse any reasonable expenses incurred by the members convening a special general meeting under sub-rule (5).
43. Notice of general meetings
(1)The secretary or, in the case of a special general meeting convened under rule 42(5), the members convening the meeting, must give to each member —
(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 the meeting is the annual general meeting, include the names of the members who have nominated for election to the Executive Committee under rule 24(2); and
(d)if a special resolution is proposed —
(i)set out the wording of the proposed resolution as required by section 48(4) of the Act; and
(ii)state that the resolution is intended to be proposed as a special resolution; and
(iii)comply with rule 46(3) which requires not less than three-fourths of the members of the Association present and eligible to vote at the meeting.
44. Presiding member and quorum for general meetings
(1)The chairperson or, in the chairperson's absence, the deputy chairperson must preside as chairperson of each general meeting.
(2)If the chairperson and deputy chairperson are absent or are unwilling to act as chairperson of a general meeting, the Executive Committee members at the meeting must choose one of them to act as chairperson of the meeting.
(3)No business is to be conducted at a general meeting unless a quorum of at least 15 affiliated associations is present.
(4)If a quorum is not present within 30 minutes after the notified commencement time of a general meeting —
(a)in the case of a special general meeting — the meeting lapses; or
(b)in the case of the annual general meeting — the meeting is adjourned to —
(i)the same time and day in the following week; and
(ii)the same place, unless the chairperson specifies another place at the time of the adjournment or written notice of another place is given to the members before the day to which the meeting is adjourned.
(5)If —
(a)a quorum is not present within 30 minutes after the commencement time of an annual general meeting held under sub-rule (4)(b); and
(b)at least 15 members are present at the meeting,
those members present are taken to constitute a quorum.
45. Adjournment of general meeting
(1)The chairperson of a general meeting at which a quorum is present may, with the consent of most of the ordinary members present at the meeting, adjourn the meeting to another time at the same place or at another place.
(2)Without limiting sub-rule (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.
(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 41.
46. Voting at general meeting
(1)On any question arising at a general meeting each financial member has one vote, and Life members in attendance have one vote.
(2)Except in the case of a special resolution, a motion is carried if most of the members present at a general meeting vote in favour of the motion.
(3)A special resolution requires three quarters (75%) majority vote to be carried.
(4)If votes are divided equally on a question, the motion is lost.
(5)If the question is whether to confirm the minutes of a previous general meeting, only members who were present at that meeting may vote.
47. When special resolutions are required
(1)Under the Act, a special resolution is required if an incorporated association proposes to do any of the following—
(a)to alter its rules, including changing the name of the Association (section 30(1));
(b)to approve the terms of an amalgamation with one or more other incorporated Associations (section 102(4));
(c)to be wound up voluntarily (section 121(2)) or by the Supreme Court (section 124(a) and Schedule 4 item 9);
(d)to cancel its incorporation (section 129).
(2)Sub-rule (1) does not limit the matters in relation to which a special resolution may be proposed.
48. Determining whether resolution carried
(1)In this rule —
poll means the process of voting in relation to a matter that is conducted in writing.
(2)Subject to sub-rule (4), the chairperson of a general meeting may, based on general agreement or disagreement or by a show of hands, declare that a resolution has been —
(a)carried; or
(b)carried unanimously or carried by a majority; or
(c)lost.
(3)If the resolution is a special resolution, the declaration under sub-rule (2) must identify the resolution as a special resolution.
(4)If a poll is demanded on any question by the chairperson of the meeting or by more than fifty percent of members present in person -
(a)the poll must be taken at the meeting in the manner determined by the chairperson;
(b)the chairperson must declare the determination of the resolution based on the poll.
(5)If a poll is demanded on the election of the chairperson or on a question of an adjournment, the poll must be taken immediately.
(6)If a poll is demanded on any other question, the poll must be taken before the close of the meeting at a time determined by the chairperson.
(7)A declaration under sub-rule (2) or (4) must be entered in the minutes of the meeting, and the entry is, without proof of the voting in relation to the resolution, evidence of how the resolution was determined.
49. Minutes of general meeting
(1)The secretary, or a person authorised by the Executive Committee from time to time, must take and keep minutes 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 record —
(a)the names of the members attending the meeting; and
(b)the financial statements or financial report presented at the meeting, as referred to in rule 41(3)(b)(ii) or (iii); and
(c)any report of the review or auditor's report on the financial statements or financial report presented at the meeting, as referred to in rule 52(2).
(4)The minutes of a general meeting must be entered in the Association's minute book within 30 days after the meeting is held.
(5)The chairperson must ensure that the minutes of a general meeting are reviewed and signed as correct by —
(a)the chairperson of the meeting; or
(b)the chairperson of the next general meeting.
(6)When the minutes of a general meeting have been signed as correct, they are, in the absence of evidence to the contrary, taken to be proof that —
(a)the meeting to which the minutes relate was duly convened and held; and
(b)the matters recorded as having taken place at the meeting took place as recorded; and
(c)any election or appointment purportedly made at the meeting was validly made.
Part 7 — FINANCIAL MATTERS
50. Source of funds
The funds of the Association may be derived from annual subscriptions, donations, fund-raising activities, entrance fees, grants, interest and any other sources approved by the Executive Committee.
51. Control of funds
(1)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.
(2)Subject to any restrictions imposed at a general meeting, the Executive Committee may approve expenditure on behalf of the Association.
(3)The Executive Committee may authorise the treasurer to expend funds on behalf of the Association up to a specified limit without requiring approval from the Executive Committee for each item on which the funds are expended.
(4)All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments of the Association must be signed by —
(a)2 Executive Committee members; or
(b)one Executive Committee member and a person authorised by the Executive Committee.
(5)All funds of the Association must be deposited into the Association's account within 5 working days after their receipt.
52. Financial statements and financial reports
(1)For each financial year, the Executive 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.
(2)Without limiting sub-rule (1), those requirements include —
(a)if required, the review or auditing of the financial statements or financial report, as applicable; and
(b)the presentation to the annual general meeting of the financial statements or financial report, as applicable; and
(c)if required, the presentation to the annual general meeting of the copy of the report of the review or auditor's report, as applicable, on the financial statements or financial report.
Part 8 — GENERAL MATTERS
53. By-laws
(1)The Executive Committee by resolution at a meeting may make, amend or revoke by-laws.
(2)The Association may, by resolution at a general meeting amend or revoke by-laws
(3)By-laws may —
(a)provide for the rights and obligations that apply to any classes of associate membership approved under rule 4(2); and
(b)impose restrictions on the Executive Committee's powers, including the power to dispose of the Association's assets; and
(c)impose requirements relating to the financial reporting and financial accountability of the Association and the auditing of the Association's accounts; and
(d)provide for any other matter the Executive Committee considers necessary or convenient to be dealt with in the by-laws.
(4)A by-law is of no effect to the extent that it is inconsistent with the Act or these rules.
(5)At the request of a member, the Association must make a copy of the by-laws available for inspection by the member.
54. Executing documents and common seal
(1)The Association may execute a document without using a common seal if the document is signed by —
(a)2 Executive Committee members; or
(b)one Executive Committee member and a person authorised by the Executive Committee.
(2)If the Association has a common seal —
(a)the name of the Association must appear in legible characters on the common seal; and
(b)a document may only be sealed with the common seal by the authority of the Executive Committee and in the presence of —
(i)2 Executive Committee members; or
(ii)one Executive Committee member and a person authorised by the Executive Committee, and each of them is to sign the document to attest that the document was sealed in their presence.
(3)The secretary must make a written record of each use of the common seal.
(4)The common seal must be kept in the custody of the secretary or another Executive Committee member authorised by the Executive Committee.
55. Giving notices to members
(1)In this rule —
recorded means recorded in the register of members.
(2)A notice or other document that is to be given to a member under these rules is taken not to have been given to the member unless it is in writing and —
(a)delivered by hand to the recorded address of the member; or
(b)sent by prepaid post to the recorded postal address of the member; or
(c)sent by facsimile or electronic transmission to an appropriate recorded number or recorded electronic address of the member.
56. Custody of books and securities
(1)Subject to sub-rule (2), the books and any securities of the Association must be kept in the secretary's custody or under the secretary's control.
(2)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.
(3)Sub-rules (1) and (2) have effect except as otherwise decided by the Executive Committee.
(4)The books of the Association must be retained for at least 7 years.
57. Record of office holders
The record of Executive 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.
58. Inspection of records and documents
(1)Sub-rule (2) applies to a member who wants to inspect —
(a)the register of members under section 54(1) of the Act; or
(b)the record of the names and addresses of Executive Committee members, and other persons authorised to act on behalf of the Association, under section 58(3) of the Act; or
(c)any other record or document of the Association.
(2)The member must contact the secretary to make the necessary arrangements for the inspection.
(3)The inspection must be free of charge.
(4)If the member wants to inspect a document that records the minutes of an Executive Committee meeting, the right to inspect that document is subject to any decision the Executive Committee has made about minutes of Executive Committee meetings generally, or the minutes of a specific Executive Committee meeting, being available for inspection by members.
(5)The member may make a copy of or take an extract from a record or document referred to in sub-rule (1)(c) but does not have a right to remove the record or document for that purpose.
(6)The member must not use or disclose information in a record or document referred to in sub-rule (1)(c) except for a purpose —
(a)that is directly connected with the affairs of the Association; or
(b)that is related to complying with a requirement of the Act.
59. Publication by Executive Committee members of statements about ASSOCIATION business prohibited
An Executive Committee member must not publish, or cause to be published, any statement about the business conducted by the Association at a general meeting or Executive Committee meeting unless —
(a)the Executive Committee member has been authorised to do so at an Executive Committee meeting; and
(b)the authority given to the Executive Committee member has been recorded in the minutes of the Executive Committee meeting at which it was given.
60. Distribution of surplus property on cancellation of incorporation or winding up
(1)In this rule —
surplus property, in relation to the Association, means property remaining after satisfaction of —
(a)the debts and liabilities of the Association; and
(b)the costs, charges and expenses of winding up or cancelling the incorporation of the Association,
but does not include books relating to the management of the Association
(2)On the cancellation of the incorporation or the winding up of the Association, its surplus property must be distributed as determined by special resolution by reference to the persons mentioned in section 24(1) of the Act.