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QUEENSLAND UNIVERSITY REGIMENT ASSOCIATION |
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INTERPRETATION 1. (1) In
these rules Act means the Associations
Incorporation Act 1981. Present (a) at a management committee meeting see rule 23(2) (b)
at a general meeting, see rule 36(1) (2) A word or expression that is not defined in
these model rules, but is defined in the Act has, if the context permits, the
meaning given to the Act. NAME 2. The
name of the incorporated association shall be the Queensland University
Regiment Association, Incorporated (in these Rules called "the
Association"). OBJECTS 3. The objects for which
the Association is established are: (1) to perpetuate and foster the name,
traditions and functions of the (2)
to assist in safeguarding and
preserving regimental emblems plate and symbols and all items of historic
interest; and (3)
to foster the social and general
welfare of members of the Association and the Regiment and their dependents as
determined by the Association. POWERS 4. The powers of the
Association are: (1) to subscribe to, become a member of and
cooperate with any other association, club or organization, whether
incorporated or not, whose objects are altogether or in part similar to those
of the Association provided that the Association shall not subscribe to or
support with its funds any club, association or organization which does not
prohibit the distribution of its income and property among its members to an
extent at least as great as that imposed on the Association under or by virtue
of Rule 28 (10); (2) in furtherance of the objects of the
Association to buy, sell and deal in all kinds of articles, commodities and
provisions, both liquid and solid, for the members of the Association or
persons frequenting the Association's premises; (3) to purchase, take on lease or in exchange,
hire and otherwise acquire any lands, buildings, easements or property, real
and personal, and any rights or privileges which may be requisite for the
purposes of, or capable of being conveniently used in connection with, any of
the objects of the Association: provided that in case the Association shall
take or hold any property which may be subject to any trusts the Association
shall only deal with the same in such manner as is allowed by law having regard
to such trusts; (4)
to
enter into any arrangements with any Government or Authority that are
incidental or conducive to the attainment of the objects and the exercise of
the powers of the Association; to obtain from any such Government or Authority
any rights, privileges and concessions which the Association may think it
desirable to obtain; and to carry out, exercise and comply with any such
arrangements, rights, privileges and concessions; (5) to appoint, employ, remove or suspend such managers, clerks,
secretaries, servants, workmen and other persons as may be necessary or convenient
for the purposes of the Association; (6) to remunerate any person or body corporate for services rendered, or to
be rendered, and whether by way of brokerage or otherwise in placing or
assisting to place or guaranteeing the placing of any unsecured notes,
debentures or other securities of the incorporated association, or in or about
the incorporated association or promotion of the incorporated association or in
the furtherance of its objects; (7) to construct, improve, maintain, develop, work, manage, carry out, alter
or control any houses, buildings, grounds, works or conveniences which may seem
calculated directly or indirectly to advance the Association’s interests, and
to contribute to, subsidise or otherwise assist and take part in the
construction, improvement, maintenance, development, working, management,
carrying out, alteration or control thereof; (8) to invest and deal with the money of the Association not immediately
required in such manner as may from time to time be thought fit; (9) to take, or otherwise acquire, and hold shares, debentures or other
securities of any company or body corporate; (10) in furtherance of the objects of the Association to lend and advance
money or give credit to any person or body corporate; to guarantee and give
guarantees or indemnities for the payment of money or the performance of
contracts or obligations by any person or body corporate, and otherwise to
assist any person or body corporate; (11) to borrow or raise money either alone or jointly with any other person
or legal entity in such manner as may be thought proper and whether upon
fluctuating advance account or over- draft or otherwise to represent or secure
any moneys and further advances borrowed or to be borrowed alone or with others
as aforesaid by notes secured or unsecured, debentures or debenture stock
perpetual or otherwise, or by mortgage, charge, lien or other security upon the
whole or any part of the incorporated association's property or assets present
or future and to purchase, redeem or pay-off any such securities; (12) to draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of exchange, bills of lading and other negotiable or transferable
instruments; (13) in furtherance of the objects of the Association to sell, improve,
manage, develop, exchange, lease, dispose of, turn to account or otherwise deal
with all or any part of the property and rights of the Association; (14) to take or hold
mortgages, liens or charges, to secure payment of the purchase price, or any
unpaid balance of the purchase price, of any part of the Association's property
of whatsoever kind sold by the Association, or any money due to the Association
from purchasers and others; (15) to take
any gift of property whether subject to any special trust or not, for any one
or more of the objects of the Association but subject always to the proviso in
Sub-Rule (3); (16) to
take such steps by personal or written appeals, public meetings or otherwise,
as may from time to time be deemed expedient for the purpose of procuring
contributions to the funds of the Association, in the shape of donations,
annual subscriptions or otherwise; (17) to print
and publish any newspapers, periodicals, books or leaflets that the Association
may think desirable for the promotion of its objects; (18) in
furtherance of the objects of the Association to amalgamate with any one or
more incorporated associations having objects altogether or in part similar to
those of the Association and which shall prohibit the distribution of its or
their income and property among its or their members to an extent at-least as
great as that imposed upon the Association under or by virtue of Rule 45
(10); (19) in
furtherance of the objects of the Association to purchase or otherwise acquire
and undertake all or any part of the property, assets, liabilities and
engagements of any one or more of the incorporated associations with
which the Association is authorised to amalgamate; (20) in
furtherance of the objects of the Association to transfer all or any part of
the property, assets, liabilities and engagements of the Association to any one
or more of the incorporated associations with which the Association is
authorised to amalgamate; (21) to
make donations for patriotic, charitable or community purposes; (22) to
transact any lawful business in aid of the Commonwealth of Australia in the
prosecution of any war in which the Commonwealth of Australia is engaged; (23) to
do all such other things as are incidental or conducive to the attainment of
the objects and the exercise of the powers of the Association. CLASSES OF MEMBERS 5. (1) The membership of the Association shall
consist of ordinary members, and any of the following classes of members: (a)
Life
members (b)
Honorary members, and (c)
Paid up members, as provided for in Rule 7 (3). (2) All
of the following persons shall be eligible for ordinary membership of the Association: (a) all
serving members of the Queensland University Regiment with at least one year’s
military service, (b) all
previously serving members of the Queensland University Regiment except as
provided for in Rule 5 (3), subject to the provisions of (2) (a). (3) All
of the following persons shall be eligible for honorary membership of the
Association: (a) all
Members or former members of other Regiments or members of other Regimental
Associations who because of that membership might be ineligible to become
ordinary members of the Association, (b) anyone
else whom the Association may from time to time deem to be suitable. (4) An
ordinary member of the Association who has provided outstanding service-to the
Association may be nominated as a Life Member in recognition of such
service. (5) The
Honorary Colonel of the Queensland University Regiment is to be invited to be
Patron of the Association (6) The
number of all classes of members shall be unlimited. MEMBERSHIP 6. Every
applicant for any class of membership of the Association shall be proposed by
one member of the Association and seconded by another member. The application
for membership shall be made in writing, signed by the applicant and his proposer
and seconder and shall be in such form as the Management Committee from time to
time prescribes. MEMBERSHIP FEES 7. (1) The membership fees for each class of
membership shall be such sum as the members shall from time to time at any general
meeting so determine. (2) The
membership fees for each class of membership shall be payable at such time and
in such manner as the Management Committee shall from time to time
determine. (3) An
ordinary member may, by paying an amount equivalent to ten times the annual
subscription of that particular year, be granted exemption by the Management
Committee from any further payment of annual membership fees. ADMISSION
AND REJECTION OF MEMBERS 8. (1) At the next meeting of the Management
Committee after the receipt of any application and the fee applicable for any
class of membership, such application shall be considered by the Management
Committee, who shall thereupon determine upon the admission or rejection of the
applicant. The management committee must ensure that, as soon as possible after
the person applies to become a member of the association, and before the
management committee considers the persons application, the person is advised- (a) whether or not the
association has public liability insurance; and (b) if the association
has public liability insurance – the amount of the insurance. (2) Any
applicant who receives a majority of the votes of the members of the Management
Committee present at the meeting at which such application is being considered
shall be accepted as a member to the class of membership applied for, (3) Upon
the acceptance or rejection of an application for any class of membership the
secretary shall forthwith give the applicant notice in writing of such
acceptance or rejection. TERMINATION OF MEMBERSHIP 9. (1) A member may resign from the Association at
any time by giving notice in writing to the secretary. Such
resignation shall take effect at the time such notice is received by the
secretary unless a later date is specified in the notice when it shall take
effect on that later date. (2) If
a member; (a) is convicted of an indictable military
and/or civil offence; or (b) has been dishonourably discharged from
the Australian or any other Defence Force; or (c) fails to comply with any of the provisions of
these Rules; or (d) has membership fees in arrears for a
period of two months or more; or (e) conducts himself in a manner
considered to be injurious or prejudicial to the character or interests of the
Association, the
Management Committee shall consider whether his membership be terminated. (3) The
member concerned shall be given a full and fair opportunity to present his case
and if the Management Committee resolves to terminate his membership it shall
instruct the secretary to advise the member in writing accordingly. APPEAL AGAINST REJECTION OR
TERMINATION OF MEMBERSHIP 10. (1) A person whose application for membership
has been rejected or whose membership has been terminated may within one month
of receiving written notification thereof, lodge with the secretary written
notice of his intention to appeal against the decision of the Management
Committee. (2) Upon
receipt of a notification of intention to appeal against rejection or
termination of membership the secretary shall convene, within three months of
the date of receipt by him of such notice, a general meeting to determine the
appeal. At any such meeting the applicant shall be given the opportunity to
fully present his case and the Management Committee or those members thereof
who rejected the application for membership or terminated the membership
subsequently shall likewise have the opportunity of presenting its or the case. The
appeal shall be determined in favour of the Management Committee except where
75% of the members present at such meeting vote against the decision to reject
or terminate. (3) Where
a person whose application is rejected, does not appeal against the decision of
the Management Committee within-the time prescribed by these Rules or so
appeals but the appeal is unsuccessful, the secretary shall forth- with refund
the amount of any fee paid. REGISTER OF MEMBERS 11. (1) The Management Committee shall cause a Register to be kept in
which shall be entered the names and residential addresses of all persons
admitted to membership of the Association and the dates of their admission. (2) Particulars
shall also be entered into the Register of deaths, resignations, terminations
and reinstatements of membership and any further particulars as the Management
Committee or the members at any general meeting may require from time to time. (3) The
Register shall be open for inspection at all reasonable times by any member who
previously applies to the secretary for such inspection. (4) The management
committee may, on the application of a member of the association, withhold
information about the member (other than the members full name) from the register
available for inspection if the management committee has reasonable grounds for
believing the disclosure of the information would put the member at risk of
harm. (5) A member of the
Association must not- (a) use information
obtained from the register of members of the Association to contact, or send
material to, another member of the Association for the purpose of advertising
for political, religious, charitable or commercial purposes; or (b) disclose
information obtained from the register to someone else, knowing that the
information is likely to be used to contact, or send material to, another
member of the Association for the purpose of advertising for political,
religious, charitable or commercial purposes. (6) Subrule (5) does not apply if
the use or disclosure of the information is approved by the Association. MEMBERSHIP OF MANAGEMENT COMMITTEE 12. (1) The management committee
of the association consists of a president, treasurer, and any other members
the association elect at a general meeting. (2) A member of the management
committee, other than the secretary appointed by the management committee under
rule 5(2)(b) must be a member of the association. (3) At each annual general
meeting of the association, the members of the management committee must retire
from office, but are eligible, on nomination for re election. (4) A member of the
association may be appointed to a casual vacancy on the management committee
under rule 35. (5) The continuing members
of the Management Committee may act notwithstanding any casual vacancy in the
Management Committee, but if and so long as their number is reduced below the
number fixed by or pursuant to these Rules as the necessary quorum of the
Management Committee, the continuing member or members may act for the purpose
of increasing the number of members of the Management Committee to that number
or of summoning a general meeting of the Association, but for no other purpose. (6) The
election of officers and other members of the Management Committee shall take
place in the following manner: (a) Any
two members of the Association shall be at liberty to nominate any other member
to serve as an officer or other member of the Management Committee; (b) The
nomination, which shall be in writing and signed by the member and his proposer
and seconder, shall be lodged with the Secretary at least fourteen days before
the annual general meeting at which the election is to take-place; (c) A
list of the candidates' names in alphabetical order with the proposers' and
seconders' names, shall be posted in a conspicuous place in the office or usual
place of meeting of the Association for at least seven days immediately
preceding the annual general meeting; (d) Balloting
lists shall be prepared (if necessary) containing the names of the candidates
it alphabetical order, and each member present at the annual general meeting
shall be entitled to vote for any number of such candidates not exceeding the
number of vacancies; (e) Should,
at the commencement of such meeting, there be an insufficient number of
candidates nominated, nominations may be taken from the floor of the meeting. 13. Any
member of the Management Committee may resign from membership of the Management
Committee at any time by giving notice in writing to the secretary but such
resignation shall take effect at the time such notice is received by the
secretary unless a later date is specified in the notice when it shall take
effect on that later date or such member may be removed from office at a
general meeting of the Association where that member shall be given the
opportunity to fully present his case. The question of
removal shall be determined by the vote of the members present at such a
general meeting. 14. The
secretary must be an individual residing in (1)
a member of the
Association elected by the Association as secretary; or (2)
any of the following
persons appointed by the management committee as secretary- (a)
a member of the Associations management committee (b)
another member of the Association (c)
another person (3)
If a vacancy happens in
the office of secretary, the members of the management committee must ensure a
secretary is appointed or elected for the Association within 1 month after the
vacancy happens. (4)
If the management
committee appoints a person mentioned in (2) above as secretary, other than to
fill a casual vacancy on the management committee, the person does not become a
member of the management committee. (5)
If the management
committee appoints a person mentioned in (3) above as secretary, other than to
fill a casual vacancy on the management committee, the person does not become a
member of the management committee. (6)
In his rule – casual
vacancy, on a management committee, means a vacancy that happens when an
elected member of the management committee resigns, dies or otherwise stops
holding office Removal of
the Secretary 15. (1) The management committee of the association may at any time
remove a person appointed by the committee as the secretary. (2) If the management committee removes a secretary who is a
person mentioned in rule 15(1), the person remains a member of the management
sub committee. (3) If
the management committee removes a secretary who is a person mentioned in rule
15(1) and who has been appointed to a casual vacancy on the management
committee under rule 15, the person remains a member of the management
committee. Functions of
the Secretary 16. (1) The secretary’s function
include, but are not limited to- (a)
calling meetings of the association, including preparing notices of
meeting and of the business to be conducted at the meeting in consultation with
the President of the association; and (b)
keeping of minutes of each meeting; and (c)
keeping copies of all correspondence and other documents relating to the
association; and (d)
maintaining the register of members of the association. 17.
Electing the management committee (1) A member of the management committee
may only be elected as follows— (a)
any 2 members of the association may nominate another member (the candidate)
to serve as a member of the management committee; (b) the nomination must be— (i) in writing; and (ii)
signed by the candidate and the members who nominated him or her; and (iii)
given to the secretary at least 14 days before the annual general meeting at
which the election is to be held; (c)
each member of the association present and eligible to vote at the annual
general meeting may vote for 1 candidate for each vacant position on the
management committee; (d)
if, at the start of the meeting, there are not enough candidates nominated,
nominations may be taken from the floor of the meeting. (2) A person may be a candidate only if the
person— (a) is an adult; and (b)
is not ineligible to be elected as a member under section 61A of the Act. (3) A
list of the candidates names in alphabetical order, with the names of the members
who nominated each candidate, must be posted in a conspicuous place in the
office or usual place of meeting of the association for at least 7 days
immediately preceding the annual general meeting. (4) If
required by the management committee, balloting lists must be prepared
containing the names of the candidates in alphabetical order. (5) The
management committee must ensure that, before a candidate is elected as a
member of the management committee, the candidate is advised— (a) whether or not the association has public
liability insurance; and (b)
if the association has public liability insurance—the amount of the insurance. 18. Resignation, removal or vacation of office of
management committee member (1) A
member of the management committee may resign from the committee by giving
written notice of resignation to the secretary. (2) The resignation takes effect at— (a) the time the notice is received by the secretary;
or (b) if a later time is stated in the notice—the later
time. (3) A
member may be removed from office at a general meeting of the association if a
majority of the members present and eligible to vote at the meeting vote in
favour of removing the member. (4) Before
a vote of members is taken about removing the member from office, the member
must be given a full and fair opportunity to show cause why he or she should
not be removed from office. (5) A
member has no right of appeal against the members removal from office under
this rule. (6) A
member immediately vacates the office of member in the circumstances mentioned
in section 64(2) of the Act. 19. Vacancies
on management committee (1) If a
casual vacancy happens on the management committee, the continuing members of
the committee may appoint another member of the association to fill the vacancy
until the next annual general meeting. (2) The
continuing members of the management committee may act despite a casual vacancy
on the management committee. (3) However,
if the number of committee members is less than the number fixed under rule 36(1)
as a quorum of the management committee, the continuing members may act only
to— (a)
increase the number of management committee members to the number required for
a quorum; or (b) call a general meeting of the association. FUNCTIONS OF THE MANAGEMENT
COMMITTEE 20. (1) Except as otherwise provided by these Rules
and subject to resolutions of the members of the Association carried at any
general meeting the Management Committee: (a) shall
have the general control and management of the administration of the
affairs, property and funds of the Association; and (b) shall
have authority to interpret the meaning of these Rules and any matter relating
to the Association on which these Rules are silent but any interpretation must
have regard to the Act, including any regulation made under the Act. (The Act prevails if the associations rules are inconsistent with the
Act – Section 1B of the Act.) (2) The
Management Committee may exercise all the powers of the Association: (a) to
borrow or raise or secure the payment of money in such manner as the members of
the Association may think fit and secure the same or the payment or performance
of any debt, liability, contract, guarantee or other engagement incurred or to
be entered into by the Association in any way and in particular by the issue of
debentures, perpetual or-otherwise, charged upon all or any of the
Association's property, both present and future, and to purchase, redeem or pay
off any such securities; (b) to
borrow money from members at a rate of interest not exceeding interest at the
rate for the time being charged by bankers in Brisbane for overdrawn accounts
on money lent, whether the term of the loan be short or long, and to mortgage
or charge its property-or any part thereof and to issue debentures and other
securities, whether outright or as security for any debt, liability or
obligation of the Association, and to provide and pay off any such securities;
and (c) to
invest in such manner as the members of the Association may from time to time
determine. 22. For subrule (2) (b), the rate of interest
must not be more than the current rate being charged for overdrawn accounts on
money lent (regardless of the term of the loan) by – (1)
the financial institution for the association; or (2)
if there is more than 1 financial institution for the association – the
financial institution nominated by the financial committee. MEETINGS OF MANAGEMENT COMMITTEE 23. (1) The Management
Committee shall meet at least once every four calendar months to exercise its functions. (2) A special meeting of the Management Committee
shall be convened by the secretary on the requisition in writing signed by not
less that one-third of the members of the Management Committee, which
requisition shall clearly state the reasons why such special meeting is being
convened and the nature of the business to be transacted thereat. (3) Not less than fourteen days notice shall be
given by the secretary to members of the Management Committee of any special
meeting of the Management Committee. Such notice shall
clearly state the nature of the business to be discussed thereat. (4) If within half an hour from the time
appointed for the commencement of a Management Committee meeting a quorum is
not present, the meeting, if convened upon the requisition of members of the
Management Committee, shall lapse. In any other case it shall stand
adjourned to the same-day in the next week at the same time and place, or to
such other day and-at such other time and place as the Management Committee may
determine, and if at the adjourned meeting a quorum is not present within half
an hour from the time appointed for the meeting, the meeting shall lapse. 24. (1) The Management Committee may delegate any of its powers
to a sub-committee consisting of such members of the Association as the
Management Committee thinks fit. Any subcommittee so formed shall
in the exercise of the powers so delegated conform to any regulations that may
be imposed on it by the Management Committee. (2) A
sub-committee may elect a Chairman of its meetings. If no such Chairman
is elected, or if at any meeting the Chairman is not present within ten minutes
after the time appointed for holding the meeting, the members present may
choose one of their number to be Chairman of the meeting. (3) The
management committee must decide how a meeting is to be called. (4) Notice
of a meeting is to be given in the way decided by the management committee. (5) The
management committee may hold meetings, or permit a committee member to take
part in its meetings, by using any technology that reasonably allows the member
to hear and take part in discussions as they happen. (6) A
committee member who participates in the meeting as mentioned in subrule (5) is
taken to be present at the meeting. (7) A
question arising at a committee meeting is to be decided by a majority vote of
members of the committee present at the meeting and, if the votes are equal,
the question is decided in the negative. (8) A
member of the management committee must not vote on a question about a contract
or proposed contract with the association if the member has an interest in the
contract or proposed contract and, if the member does vote, the members vote
must not be counted. (9) The
president is to preside as chairperson at a management committee meeting. (10) If
there is no president or if the president is not present within 10 minutes
after the time fixed for a management committee meeting, the members may choose
1 of their number to preside as chairperson at the meeting. 25. All acts done
by any meeting of the Management Committee or of a sub-committee or by any
person acting as a member of the Management Committee shall, notwithstanding
that it is afterwards discovered that there was some defect in the appointment
of any such member of the Management Committee or person acting as aforesaid,
or that the members of the Management Committee or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a member of the Management Committee. 26. A resolution in writing signed by all the members
of the Management Committee for the time being entitles 'to receive notice of a
meeting of the Management Committee shall be as valid and effectual as if it
had been passed at a meeting of the Management Committee duly convened and
held. Any such resolution may consist of several documents in like form,
each signed by one or more members of the Management Committee. 27. Quorum for, and adjournment of,
management committee meeting (1) At a
management committee meeting, more than 50% of the members elected to the
committee as at the close of the last general meeting of the members form a
quorum. (2) If
there is no quorum within 30 minutes after the time fixed for a management
committee meeting called on the request of members of the committee, the
meeting lapses. (3) If
there is no quorum within 30 minutes after the time fixed for a management committee meeting called other than on the
request of the members of the committee— (a) the meeting is to be adjourned for at least 1
day; and (b)
the members of the management committee who are present are to decide the day,
time and place of the adjourned meeting (4) If,
at an adjourned meeting mentioned in subrule (3), there is no quorum within 30 minutes
after the time fixed for the meeting, the meeting lapses. 28. Special meeting of management committee (1) If the secretary receives a written request
signed by at least 33% of the members of the management committee, the
secretary must call a special meeting of the committee by giving each member of
the committee notice of the meeting within 14 days after the secretary receives
the request. (2) If
the secretary is unable or unwilling to call the special meeting, the president
must call the meeting. (3) A request for a special meeting must
state— (a) why the special meeting is called; and (b) the business to be conducted at the meeting. (4) A notice of a special meeting must state— (a) the day, time and place of the meeting; and (b) the business to be conducted at the meeting. (5) A
special meeting of the management committee must be held within 14 days after
notice of the meeting is given to the members of the management committee. 29. Minutes of management committee meetings (1) The
secretary must ensure full and accurate minutes of all questions, matters,
resolutions and other proceedings of each management committee meeting are
entered in a minute book. (2) To
ensure the accuracy of the minutes, the minutes of each management committee
meeting must be signed by the chairperson of the meeting, or the chairperson of
the next management committee meeting, verifying their accuracy. 30. Appointment of subcommittees (1) The
management committee may appoint a subcommittee consisting of members of the
association considered appropriate by the committee to help with the conduct of
the associations operations. (2) A
member of the subcommittee who is not a member of the management committee is
not entitled to vote at a management committee meeting. (3) A subcommittee may elect a chairperson of
its meetings. (4) If a
chairperson is not elected, or if the chairperson is not present within 10
minutes after the time fixed for a meeting, the members present may choose 1 of
their number to be chairperson of the meeting. (5) A subcommittee may meet and adjourn as
it considers appropriate. (6) A
question arising at a subcommittee meeting is to be decided by a majority vote
of the members present at the meeting and, if the votes are equal, the question
is decided in the negative. 31. Acts not affected by defects or
disqualifications (1) An
act performed by the management committee, a subcommittee or a
person acting as a
member of the management committee is taken to have been validly performed. (2) Subrule (1)
applies even if the act was performed when— (a) there was a defect in the appointment of a member of the
management committee,
subcommittee or person acting as a member of the management committee; or (b) a management
committee member, subcommittee member or person acting as a member of the
management committee was disqualified from being a member. 32. Resolutions of management committee without
meeting (1) A
written resolution signed by each member of the management committee is as
valid and effectual as if it had been passed at a committee meeting that was
properly called and held. (2) A
resolution mentioned in subrule (1) may consist of several documents in like
form, each signed by 1 or more members of the committee. ANNUAL GENERAL OR GENERAL MEETINGS 33. The first general meeting shall be held at
such time, not being less than one month-nor more than six-months, after the
incorporation of the Association, and at such place as the Management Committee
may determine. 34. (1) The
annual general meeting shall be held within three months of the close of the
financial year. (2) The
business to be transacted at every annual general meeting shall be: (a) the
receiving of the Management Committee's report and the statement of income and
expenditure, assets and liabilities and mortgages, charges and securities
affecting the property of the Association for the preceding financial
year; (b) the
receiving the
association's financial statement, and signed statement, for the last
reportable financial year; (c) presenting the financial statement and signed statement
to the meeting for adoption; (d) electing members of the
management committee. 35. Notice
of general meeting (1) The secretary may call a general meeting
of the association. (2) The
secretary must give at least 14 days notice of the meeting to each member of
the association. (3) If
the secretary is unable or unwilling to call the meeting, the president must
call the meeting. (4) The
management committee may decide the way in which the notice must be given. (5) However, notice of the following meetings
must be given in writing— (a)
a meeting called to hear and decide the appeal of a person against the
management committee's decision— (i)
to reject the person's application for membership of the association; or (ii) to terminate the person's membership of the
association; (b)
a meeting called to hear and decide a proposed special resolution of the
association. (6) A
notice of a general meeting must state the business to be conducted at the
meeting. 36. Quorum for, and adjournment of, general
meeting (1) The
quorum for a general meeting is at least the number of members elected or
appointed to the management committee at the close of the association's last
general meeting plus 1. (2) However,
if all members of the association are members of the management committee, the
quorum is the total number of members less 1. (3) No
business may be conducted at a general meeting unless there is a quorum of
members when the meeting proceeds to business. (4) If
there is no quorum within 30 minutes after the time fixed for a general meeting
called on the request of members of the management committee or the
association, the meeting lapses. (5) If
there is no quorum within 30 minutes after the time fixed for a general meeting
called other than on the request of members of the management committee or the
association— (a) the meeting is to be adjourned for at least 7
days; and (b)
the management committee is to decide the day, time and place of the adjourned
meeting. (6) The
chairperson may, with the consent of any meeting at which there is a quorum,
and must if directed by the meeting, adjourn the meeting from time to time and
from place to place. (7) If a
meeting is adjourned under subrule (6), only the business left unfinished at
the meeting from which the adjournment took place may be conducted at the
adjourned meeting. (8) The
secretary is not required to give the members notice of an adjournment or of
the business to be conducted at an adjourned meeting unless a meeting is
adjourned for at least 30 days. (9) If a
meeting is adjourned for at least 30 days, notice of the adjourned meeting must
be given in the same way notice is given for an original meeting. 37. Procedure at general meeting (1) A
member may take part and vote in a general meeting in person, by proxy, by
attorney or by using any technology that reasonably allows the member to hear
and take part in discussions as they happen. (2) A
member who participates in a meeting as mentioned in subrule (1) is taken to be
present at the meeting. (3) At each general meeting— (a) the president is to preside as chairperson; and (b)
if there is no president or if the president is not present within 15 minutes
after the time fixed for the meeting or is unwilling to act, the members
present must elect 1 of their number to be chairperson of the meeting; and (c) the chairperson must conduct the meeting in a
proper and orderly way. 38. Voting at general meeting (1) At a
general meeting, each question, matter or resolution, other than a special
resolution, must be decided by a majority of votes of the members present. (2) Each
member present and eligible to vote is entitled to 1 vote only and, if the
votes are equal, the chairperson has a casting vote as well as a primary vote. (3) A
member is not entitled to vote at a general meeting if the member's annual
subscription is in arrears at the date of the meeting. (4) The method of voting is to be decided by
the management committee. (5) However,
if at least 20% of the members present demand a secret ballot, voting must be
by secret ballot. (6) If a
secret ballot is held, the chairperson must appoint 2 members to conduct the
secret ballot in the way the chairperson decides. (7) The
result of a secret ballot as declared by the chairperson is taken to be a
resolution of the meeting at which the ballot was held. 39. Special general meeting (1) The
secretary must call a special general meeting by giving each member of the
association notice of the meeting within 14 days after— (a) being directed to call the meeting by the
management committee; or (b) being given a written request signed by— (i)
at least 33% of the number of members of the management committee when the
request is signed; or (ii)
at least the number of ordinary members of the association equal to double the
number of members of the association on the management committee when the
request is signed plus 1; or (c)
being given a written notice of an intention to appeal against the decision of
the management committee— (i) to reject an application for membership; or (ii) to terminate a person's membership. (2) A request mentioned in subrule (1)(b)
must state— (a) why the special general meeting is being called;
and (b) the business to be conducted at the meeting. (3) A special general meeting must be held
within 3 months after the secretary— (a) is directed to call the meeting by the management
committee; or (b) is given the written request mentioned in subrule
(1)(b); or (c)
is given the written notice of an intention to appeal mentioned in subrule
(1)(c). (4) If
the secretary is unable or unwilling to call the special meeting, the president
must call the meeting. 40. Minutes
of general meetings (1) The
secretary must ensure full and accurate minutes of all questions, matters,
resolutions and other proceedings of each general meeting are entered in a
minute book. (2) To ensure the accuracy of the minutes— a)
the minutes of each general meeting must be signed by the chairperson of the
meeting, or the chairperson of the next general meeting, verifying their
accuracy; and (b)
the minutes of each annual general meeting must be signed by the chairperson of
the meeting, or the chairperson of the next meeting of the association that is
a general meeting or annual general meeting, verifying their accuracy. (3) If
asked by a member of the association, the secretary must, within 28 days after
the request is made— (a)
make the minute book for a particular general meeting available for inspection
by the member at a mutually agreed time and place; and (b) give the member copies of the minutes of the
meeting. (4) The
association may require the member to pay the reasonable costs of providing
copies of the minutes. Proxies 41. (1) An instrument appointing a proxy must be in
writing and be in the following or similar form— I,
of , being Signed
this day of 20 . Signature (2)
The instrument appointing a proxy must— (a)
if the appointor is an individual—be signed by the appointor or the appointor's
attorney properly authorised in writing; or (b) if the appointor is a corporation— (i) be under seal; or (ii) be signed by a properly authorised officer or
attorney of the corporation. (3) A proxy may be a member of the
association or another person. (4) The
instrument appointing a proxy is taken to confer authority to demand or join in
demanding a secret ballot. (5) Each
instrument appointing a proxy must be given to the secretary before the start
of the meeting or adjourned meeting at which the person named in the instrument
proposes to vote. (6) Unless
otherwise instructed by the appointor, the proxy may vote as the proxy
considers appropriate. By-laws 42 (1) The
management committee may make, amend or repeal by-laws, not inconsistent with
these rules, for the internal management of the association. (2) A
by-law may be set aside by a vote of members at a general meeting of the
association. Alteration of rules 43. (1)
Subject to the Act, these rules may be amended, repealed or added to by a
special resolution carried at a general meeting. (2)
However an amendment, repeal or addition is valid only if it is registered by
the chief executive. Common seal 44. (1)
The management committee must ensure the association has a common seal. (2) The common seal must be— (a) kept securely by the management committee; and (b) used only under the authority of the management
committee. (3)
Each instrument to which the seal is attached must be signed by a member of the
management committee and countersigned by— (a) the secretary; or (b) another member of the management committee; or (c) someone authorised by the management committee. Funds and accounts 45. (1)
The funds of the association must be kept in an account in the name of the
association in a financial institution decided by the management committee. (2)
Records and accounts must be kept in the English language showing full and
accurate particulars of the financial affairs of the association. (3)
All amounts must be deposited in the financial institution account as soon as
practicable after receipt. (4)
A payment by the association of $100 or more must be made by cheque or
electronic funds transfer. (5)
If a payment of $100 or more is made by cheque, the cheque must be signed by
any 2 of the following— (a) the president; (b) the secretary; (c) the treasurer; (d)
any 1 of 3 other members of the association who have been authorised by the
management committee to sign cheques issued by the association. (6)
However, 1 of the persons who signs the cheque must be the president, the
secretary or the treasurer. (7)
Cheques, other than cheques for wages, allowances or petty cash recoupment,
must be crossed not negotiable. (8)
A petty cash account must be kept on the imprest system, and the management
committee must decide the amount of petty cash to be kept in the account. (9)
All expenditure must be approved or ratified at a management committee meeting. (10) The
income-and property of the Association whencesoever derived shall be used and
applied solely in promotion oil its objects and-in the exercise of its powers
as set out herein and no portion thereof shall be distributed, paid or transferred
directly or indirectly by way of dividend, bonus or otherwise by way of profit
to or amongst the members of the Association provided that nothing herein
contained shall prevent the payment in good faith of interest to any such
member in respect of moneys advanced by him to the Association or otherwise
owing by the Association to him or of remuneration to any officers or servants
of the Association or to any member of the Association or other person in
return for any services actually rendered to the Association provided further
that nothing herein contained shall be construed so as to prevent the payment
or repayment to any member of out of pocket expenses, money lent, reasonable
and proper charges for goods hired by the Association or reasonable and proper
rent for premises demised or let to the Association. 46.
General financial matters (1)
On behalf of the management committee, the treasurer must, as soon as
practicable after the end date of each financial year, ensure a financial
statement for its last reportable financial year is prepared. (2)
The income and property of the association must be used solely in promoting the
association's objects and exercising the association's powers. 47. Documents The
management committee must ensure the safe custody of books, documents,
instruments of title and securities of the association. 48.
Financial year The
end date of the association's financial year is 30 June in each year. 49
Distribution of surplus assets to another entity (1)
This rule applies if the association— (a) is wound-up under part 10 of the Act; and (b) has surplus assets. (2)
The surplus assets must not be distributed among the members of the
association. (3)
The surplus assets must be given to another entity— (a) having objects similar to the association's
objects; and (b) the rules of which prohibit the distribution of
the entity's income and assets to its members. (4)
In this rule— surplus assets see section 92(3) of the Act. REGISTERED OFFICE 50. The registered
office of the Association shall be DISTRESS AND BENEVOLENT FUND 51. (1) In accordance with the Objects of the
Association a Distress and Benevolent Fund shall be established, and the
following shall be eligible for assistance from the Fund: (a) All members of the Association or their
dependents under Rules 4 (2) and (4) of the Constitution; and (b) All dependents of deceased members of
the Association who would have been eligible under the provisions of Rules 4
(2) and (4); and (c) In special circumstances not only those
eligible for membership, but non-members, may, at the discretion of the
Management Committee, be granted assistance. (2) The Distress and Benevolent Fund shall be
used solely for the following purposes: (a) To provide educational Bursaries;
and (b) To provide relief in the form of
grants, to those eligible in cases of hardship or distress (3) Application for assistance-from the Fund
shall be made in writing and signed by the applicant, who may not necessarily
be the person on whose behalf the claim is lodged. (4) All applications shall be investigated
by a Sub-Committee set up by the Management Committee for the purpose. (5) This Sub-Committee shall submit a
written confidential report in each case for the guidance of the Management
Committee. (6) The Management Committee shall decide
each case on its merits. (7) All cases shall be treated as strictly
confidential, and details will be disclosed to any member only with the written
consent of the recipient of assistance. (8) Legal action may be taken against any
person fraudulently claiming or receiving benefit from this Fund. |