THE WALLABY CLUB INC.
In the rules which follow, the Act means the Associations Incorporation Reform Act 2012 and the Registrar means the Registrar of Incorporated Associations.
The name of the incorporated association (“the Club”) is “The Wallaby Club Inc.”.
The purposes of the Club are to encourage the pursuit by the members of health and recreation, by means of walks, excursions, etc., and the cultivation of good fellowship and friendly discourse among the members.
- Financial Year
The financial year of the Club is each period of 12 months ending 30 April.
- The Club must have at least 5 members but membership of the Club shall be limited to a maximum of 75 members (not including Honorary Life Members) and the Secretary shall maintain a register of members containing the name and address of each member.
- Any person who is over the age of 18 years and who has, by invitation of a member, attended and completed a walk organised by the Club and who supports the purposes of the Club is eligible for membership.
- The name of any candidate for membership of the Club, duly proposed and seconded by members, must be given to the Secretary for submission to the Committee which shall determine by vote whether or not the candidate shall be elected as a member of the Club.No candidate can be elected if at least two members of the Committee vote against such election.
- The Committee may offer Social Membership to members who, through age or infirmity, are no longer able to participate in walks but who wish to maintain their links to the Club. Social members shall be entitled to such of the privileges of the Club as the Committee shall determine but they shall have no voting rights and no claim or interest in the funds or property of the Club and they will not count in the numbers of members. Their annual subscriptions shall be determined by the Committee.
- The Committee may elect to Honorary Life Membership any person who has rendered sustained distinguished service to the Club, above and beyond the normal requirements of membership. The number of Honorary Life Members shall not exceed five and they retain all the rights of members but shall pay no further annual subscriptions.
- (1)The membership of a person ceases on resignation, expulsion or death.
(2) A member may resign by notice in writing to the Club.
(3) A member shall be deemed to have resigned if their annual subscription is more than twelve months overdue from the date set by the Committee under rule 22(1).
- The Club may take disciplinary action against a member if it is determined that the member –
(a) has failed to comply with these Rules; or
(b) refuses to support the purposes of the Association; or
(c) has engaged in unbecoming conduct or in conduct which is prejudicial to the Club: or
(d) has failed to attend four successive walks organised for members of the Club without an explanation satisfactory to a majority of the Committee.
- If the Committee is satisfied that there are sufficient grounds for taking disciplinary action against a member, the Committee must hear the matter and determine what action, if any, to take against the member.Any members of the Committee who is are biased against, or in favour of, the member concerned must disqualify himself themselves from the hearing of the matter.
- (1)Before disciplinary action is taken against a member, the Secretary must give written notice to the member –
(a) stating that the Club proposes to take disciplinary action against the member; and
(b) stating the grounds for the proposed disciplinary action; and
(c) specifying the date, place and time of the meeting at which the Committee intends to consider the disciplinary action (the disciplinary meeting); and
(d) advising the member that he/she may do one or both of the following
(i) attend the disciplinary meeting and address the Committee at that meeting;
(ii) give a written statement to the Committee at any time before the disciplinary meeting; and
(e) setting out the member’s appeal rights under Rule 14.
(2) The notice must be given no earlier than 28 days and no later than 14 days, before the disciplinary meeting is held.
- (1)At a disciplinary meeting, the Committee must –
(a) give the member an opportunity to be heard; and
(b) consider any written statement submitted by the member.
(2) The Committee may reprimand the member, suspend the membership rights of the member for a specified period or expel the member from the Club.
(3) The Committee may not fine the member.
(4) The suspension of membership rights or the expulsion of a member by the Committee under this rule takes effect immediately after the vote is passed.
- (1)A person whose membership rights have been suspended or who has been expelled from the Association under Rule 13 may give notice to the effect that he/she wishes to appeal against the suspension or expulsion.
(2) The notice must be in writing and given –
(a) to the Committee immediately after the vote to suspect or expel the person is taken; or
(b) to the Secretary not later than 48 hours after the vote.
(3) If a person has given notice under subrule (2), a disciplinary appeal meeting must be convened by the Committee as soon as practicable, but in any event not later than 21 days, after the notice is received.
(4) Notice of the disciplinary appeal meeting must be given to each member of the Club who is entitled to vote as soon as practicable and must –
(a) specify the date, time and place of the meeting; and
(b) state –
(i) the name of the person against whom the disciplinary action has been taken; and
(ii) the grounds for taking that action; and
(iii) that at the disciplinary appeal meeting the members present must vote on whether the decision to suspend or expel the person should be upheld or revoked.
- (1)At a disciplinary appeal meeting –
(a) no business other than the question of the appeal may be conducted; and
(b) the Committee must state the grounds for suspending or expelling the member and the reasons for taking that action; and
(c) the person whose membership has been suspended or who has been expelled must be given an opportunity to be heard.
(2) After complying with subrule (1), the members present and entitled to vote at the meeting must vote by secret ballot on the question of whether the decision to suspend or expel the person should be upheld or revoked.
(3) A member may not vote by proxy at the meeting.
(4) The decision is upheld if not less than three quarters of the members voting at the meeting vote in favour of the decision.
- (1)The grievance procedure set out in this Division applies to disputes under these Rules between –
(a) a member and another member;
(b) a member and the Committee;
(c) a member and the Club
(2) A member must not initiate a grievance procedure in relation to a matter that is the subject of a disciplinary procedure until the disciplinary procedure has been completed.
- The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.
- (1)If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 17, the parties must within 10 days –
(a) notify the Committee of the dispute; and
(b) agree to or request the appointment of a mediator; and
(c) attempt in good faith to settle the dispute by mediation.
(2) The mediator must be –
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement –
(i) if the dispute is between a member and another member – a person appointed by the Committee; or
(ii) if the dispute is between a member and the Committee or the Club – a person appointed or employed by the Dispute Settlement Centre of Victoria.
(3) A mediator appointed by the Committee may be a member or former member of the Club, but in any case must not be a person who –
(a) has a personal interest in the dispute; or
(b) is biased in favour of or against any party.
- (1)The mediator to the dispute, in conducting the mediation, must –
(a) give each party every opportunity to be heard; and
(b) allow due consideration by all parties of any written statement submitted by any party; and
(c) ensure that natural justice is accorded to the parties throughout the mediation process.
(2) The mediator must not determine the dispute.
- If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
GENERAL RIGHTS OF MEMBERS
- (1)A member of the Club who is entitled to vote has the right –
(a) to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and
(b) to submit items of business for consideration at a general meeting; and
(c) to attend and be heard at general meetings; and
(d) to vote at a general meeting; and
(e) to have access to the minutes of general meetings and other documents of the Club as provided under rule 66; and
(f) to inspect the register of members.
(2) Members are entitled to vote if –
(a) more than 10 business days have passed since they became a member of the Club; and
(b) the members’ membership rights are not suspended for any reason.
ENTRANCE FEE AND ANNUAL SUBSCRIPTION
- (1)The Committee must determine the amount of the annual subscription for Members and Social Members for a financial year and the date for payment of the annual subscription.
(2) The Committee may determine that any new member who joins after the start of the financial year must, for that financial year, pay a fee equal to –
(a) the full annual subscription; or
(b) a pro rata annual subscription based on the remaining part of the financial year; or
(c) a fixed amount determined from time to time by the Committee.
(3) The rights of a member (including the right to vote) who has not paid the annual subscription by the due date are suspended until the subscription is paid.
GENERAL MEETINGS OF THE CLUB
- Annual General Meetings
(1) The Committee must convene an annual general meeting of the Club to be held within 5 months after the end of each financial year.
(2) The Committee may determine the date, time and place of the annual general meeting.
(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;
(b) to receive and consider –
(i) the annual report of the Committee on the activities of the Club during the preceding financial year; and
(ii) the financial statements of the Club for the preceding financial year submitted by the Committee;
(c) to elect the members of the Committee.
(4) The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.
- Special general meetings
(1) Any general meeting of the Club, other than an annual general meeting or a disciplinary appeal meeting, is a special general meeting.
(2) The Committee may convene a special general meeting whenever it thinks fit.
(3) No business other than that set out in the notice under rule 26 may be conducted at the meeting.
- Special general meeting held at request of members
(1) The Committee must convene a special general meeting if a request to do so is made in accordance with subrule (2) by at least 10% of the total number of members.
(2) A request for a special general meeting must –
(a) be in writing; and
(b) state the business to be considered at the meeting and any resolutions to be proposed; and
(c) include the names and signatures of the members requesting the meeting; and
(d) be given to the Secretary.
(3) If the Committee does not convene a special general meeting within one month after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.
(4) A special general meeting convened by members under subrule (3) –
(a) must be held within 3 months after the date on which the original request was made; and
(b) may only consider the business stated in that request.
(5) The Club must reimburse all reasonable expenses incurred by the members convening a special general meeting under subrule (3).
- Notice of general meetings
- The Secretary must give each member of the Club –
- at least 28 days’ notice of the Annual General Meeting, or
- in the case of a special general meeting convened under rule 25(3), the Secretary or the members convening the meeting must give each member of the Club at least 21 days’ notice of a general meeting if a special resolution is to be proposed at the meeting, or
- at least 14 days’ notice of a general meeting in any other case.
(2) The notice must –
(a) specify the date, time and place of the meeting; and
(b) indicate the general nature of each item of business to be considered at the meeting; and
(c) if a special resolution is to be proposed –
(i) state in full the proposed resolution; and
(ii) state the intention to propose the resolution as a special resolution; and
(d) comply with rule 27(5).
(3) This rule does not apply to a disciplinary appeal meeting.
(1) Members may appoint another member as their proxy to vote and speak on their behalf at a general meeting other than at a disciplinary appeal meeting.
(2) The appointment of a proxy must be in writing and signed by the member making the appointment.
(3) The member appointing a proxy may give specific directions as to how the proxy is to vote on his/her behalf, otherwise the proxy may vote on behalf of the member in any matter as he/she see fit.
(4) If the Committee has approved a form for the appointment of a proxy, the member may use any other form that clearly identifies the person appointed as the member’s proxy and that has been signed by the member.
(5) Notice of a general meeting given to a member under rule 26 must –
(a) state that the member may appoint another member as a proxy for the meeting; and
(b) include a copy of any form that the Committee has approved for the appointment of a proxy.
(6) A form appointing a proxy must be given to the Chair of the meeting before or at the commencement of the meeting.
(7) A form appointing a proxy sent by post or electronically is of no effect unless it is received by the Club no later than 24 hours before the commencement of the meeting.
- Quorum at general meetings
(1) No business may be conducted at a general meeting unless a quorum of members is present.
(2) The quorum for a general meeting is the presence (either in person or by proxy) of 10% of the members entitled to vote.
(3) If a quorum is not present within 30 minutes after the notified commencement time of a general meeting –
(a) in the case of a meeting convened by, or at the request of, members under rule 25 the meeting must be dissolved;
(b) in any other case –
(i) the meeting must be adjourned to a date not more than 21 days after the adjournment; and
(ii) notice of the date, time and place to which the meeting is adjourned must be given at the meeting and confirmed by written notice given to all members as soon as practicable after the meeting.
(4) If a quorum is not present within 30 minutes after the time to which a general meeting has been adjourned under subrule (3)(b), the members present at the meeting (if not fewer than 3) may proceed with the business of the meeting as if a quorum were present.
- Adjournment of general meeting
(1) The Chair of a general meeting at which a quorum is present may, with the consent of a majority of members present at the meeting, adjourn the meeting to another time at the same place or at another place.
(2) Without limiting subrule (1), a meeting may be adjourned –
(a) if there is insufficient time to deal with the business at hand; or
(b) to give the members more time to consider an item of business.
(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 26.
- Voting at general meeting
(1) On any question arising at a general meeting –
(a) subject to subrule (3), each member who is entitled to vote has one vote; and
(b) members may vote personally or by proxy; and
(c) except in the case of a special resolution, the question must be decided on a majority of votes.
(2) If votes are divided equally on a question, the Chair of the meeting has a second or casting vote.
(3) If the question is whether or not to confirm the minutes of a previous meeting, only members who were present at that meeting may vote.
(4) This rule does not apply to a vote at a disciplinary appeal meeting conducted under rule 13.
- Special Resolution
A special resolution is passed if not less than three quarters of the members voting at a general meeting (whether in person or by proxy) vote in favour of the resolution.
- Determining whether resolution carried
(1) Subject to subrule (2), the Chair of a general meeting may, on the basis of a show of hands, declare that a resolution has been –
(a) carried; or
(b) carried unanimously; or
(c) carried by a particular majority; or
and any entry to that effect in the minutes of the meeting is conclusive proof of that fact.
(2) If a poll (where votes are cast in writing) is demanded by three or more members on any question –
(a) the poll must be taken at the meeting in the manner determined by the Chair of the meeting; and
(b) the Chair must declare the result of the resolution on the basis of the poll.
(3) A poll demanded on the election of the Chair or on a question of an adjournment must be taken immediately.
(4) A poll demanded on any other question must be taken before the close of the meeting at a time determined by the Chair.
- Minutes of general meeting
(1) The Committee must ensure that minutes are taken and kept of each general meeting.
(2) The minutes must record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.
(3) In addition, the minutes of each annual general meeting must include –
(a) the names of the members attending the meeting; and
(b) proxy forms given to the Chair of the meeting under rule 27(6); and
(c) the financial statements submitted to the members in accordance with rule 23(3)(b)(ii); and
(d) the certificate signed by two committee members certifying that the financial statements give a true and fair view of the financial position and performance of the Club; and
(e) any audited accounts and auditor’s report or report of a review accompanying the financial statements that are required under the Act.
- Role and powers
(1) The business of the Club must be managed by or under the direction of a Committee.
(2) The Committee may exercise all the powers of the Club except those powers that these Rules or the Act require to be exercised by general meetings of the members of the Club.
(3) The Committee may from time to time make regulations governing the activities of the Club, in particular in relation to walks, excursions, outings and functions organised for the participation of members of the Club.
- Composition of Committee
The Committee consists of –
- a President; and
- a Vice President; and
- a Secretary; and
- a Treasurer; and
- a Walks Secretary; and
- ordinary members (if any) up to a maximum of five elected under rule 23(3)(c).
- General Duties
(1) As soon as practicable after being elected or appointed to the Committee, each Committee member must become familiar with these Rules and the Act.
(2) The Committee is collectively responsible for ensuring that the Club complies with the Act and that individual members of the Committee comply with these Rules.
(3) Committee members must exercise their powers and discharge their duties with reasonable care and diligence.
(4) Committee members must exercise their powers and discharge their duties –
(a) in good faith in the best interests of the Club; and
(b) for a proper purpose.
(5) Committee members and former committee members must not make improper use of –
(a) their position; or
(b) information acquired by virtue of holding their position
so as to gain an advantage for themselves or any other person or to cause detriment to the Club.
(6) In addition to any duties imposed by these Rules, a Committee member must perform any other duties imposed from time to time by resolution at a general meeting.
- President and Vice-President
(1) Subject to subrule (2), the President, or, in the President’s absence, the Vice-President is the Chair for any general meetings and for any committee meetings.
(2) If the President and the Vice-President are both absent, or are unable to preside, the Chair of the meeting must be –
(a) in the case of a general meeting – a member elected by the other members present; or
(b) in the case of a committee meeting – a committee member elected by the other committee members present.
(1) The Secretary must perform any duty or function required under the Act to be performed by the secretary of an incorporated association.
(2) The Secretary must –
(a) maintain the register of members in accordance with rule 4; and
(b) keep custody of the common seal (if any) of the Club and, except for the financial records referred to in rule 61(3), all books, documents and securities of the Club in accordance with rules 63 and 66; and
(c) subject to the Act and these Rules, provide members with access to the register of members, the minutes of general meetings and other books and documents; and
(d) perform any other duty or function imposed on the Secretary by these Rules.
(3) The Secretary must give to the Registrar notice of his/her appointment with 14 days after the appointment.
(1) The Treasurer must –
(a) receive all moneys paid to or received by the Club and, upon request, issue receipts for those moneys in the name of the Club; and
(b) ensure that all moneys received are paid into the account of the Club within 5 working days after receipt; and
(c) make any payments authorised by the Committee or by a general meeting of the Club from the Club’s funds; and
(d) ensure cheques or electronic payments are signed or authorised by at least 2 Committee members.
(2) The Treasurer must –
(a) ensure that the financial records of the Club are kept in accordance with the Act; and
(b) coordinate the preparation of the financial statements of the Association and their certification by the Committee prior to their submission to the annual general meeting of the Club.
(3) The Treasurer must ensure that a least one other Committee member has access to the accounts and financial records of the Club.
- Walks Secretary
The Walks Secretary is responsible for proposing and organising all of the walks for the participation of members during the year following the election of the Walks Secretary. The Walks Secretary will normally lead each walk but, in the event of absence from a walk, may appoint another appropriate member to lead that walk.
ELECTION OF COMMITTEE MEMBERS AND TENURE OF OFFICE
- Who is eligible to be a Committee member
A member is eligible to be elected or appointed as a Committee member if the member –
- is 18 years or over; and
- is entitled to vote at a general meeting.
- Positions to be declared vacant
(1) This rule applies to every annual general meeting of the Club, after the annual report and financial statements of the Club have been received.
(2) The Chair of the meeting must declare all positions on the Committee vacant and hold elections for those positions in accordance with rules 42 to 45.
(1) Nominations of candidates for election as office-bearers or as ordinary members of the Committee:
(a) must be made in writing, signed by the candidate, and
(b) must be delivered to the Secretary of the Club at least 14 days before the time fixed for the annual general meeting at which the election is to take place.
The outgoing President is not eligible to fill any Committee position at this election.
(2) An eligible member of the Club may –
(a) self-nominate; or
(b) with the member’s consent, be nominated by another member.
(3) If insufficient nominations are received to fill vacancies, the candidates nominated are taken to be elected.
(4) A member who is nominated for a position and fails to be elected to that position may be nominated for any other position for which an election is yet to be held.
- Election of President etc
(1) At the annual general meeting, separate elections must be held for each of the following positions –
(e) Walks Secretary.
(2) If only one member is nominated for the position, the Chair of the meeting must declare the member elected to the position.
(3) If more than one member is nominated, a ballot must be held in accordance with rule 46.
(4) On his election, the new President may take over as Chair of the meeting.
- Election of ordinary members
(1) A single election may be held to fill all of the positions of ordinary members, up to five as permitted by Rule 35.
(2) If the number of members nominated for the position of ordinary committee member is less than or equal to five, the Chair of the meeting must declare each of those members to be elected to the position.
(3) If the number of members nominated exceeds five, a ballot must be held in accordance with rule 46.
(1) If a ballot is required for the election for a position, the Chairman of the meeting must appoint a member to act as returning officer to conduct the ballot.
(2) The returning officer must not be a member nominated for the position.
(3) Before the ballot is taken, each candidate may make a short speech in support of his/her election.
(4) The election must be by secret ballot.
(5) The returning officer must give a blank piece of paper to –
(a) each member present in person; and
(b) each proxy appointed by a member.
(6) If the ballot is for a single position, the voter must write on the ballot paper the name of the candidate for whom they wish to vote.
(7) If the ballot is for more than one position –
(a) the voter must write on the ballot paper the name of each candidate for whom they wish to vote;
(b) the voter must not write the names of more candidates than the number to be elected.
(8) Ballot papers that do not comply with subrule7(b) are not to be counted.
(9) Each ballot paper on which the name of a candidate has been written counts as one vote for that candidate.
(10) The returning officer must declare elected the candidate or, in the case of an election for more than one position, the candidates who received the most votes.
(11) If the returning officer is unable to declare the result of an election under subrule (10) because 2 or more candidates received the same number of votes, the returning officer must –
(a) conduct a further election for the position in accordance with subrules (4) to (10) to decide which of those candidates is to be elected; or
(b) with the agreement of those candidates, decide by lot which of them is to be elected.
- Term of office
(1) Subject to subrule (3) and rule 48, a Committee member holds office until the positions of the Committee are declared vacant at the next annual general meeting.
(2) A Committee member may be re-elected.
(3) A general meeting of the Club may –
(a) by special resolution remove a Committee member from office; and
(b) elect an eligible member of the Club to fill the vacant position in accordance with this Division.
(4) A member who is the subject of a proposed special resolution under sub-rule (3)(a) may make representations in writing to the Secretary or President of the Club (not exceeding a reasonable length) and may request that the representation be provided to the members of the Association.
(5) The Secretary or the President may give a copy of the representations to each member of the Club or, if they are not so given, the member may require that they be read out at the meeting at which the special resolution is to be proposed.
- Vacation of office
(1) A Committee member may resign from the Committee by written notice addressed to the Committee.
(2) A person ceases to be a Committee member if he–
(a) ceases to be a member of the Club; or
(b) fails to attend 3 consecutive Committee meetings (other than special or urgent Committee meetings) without leave of absence under rule 58 ; or
(c) otherwise ceases to be a Committee member by operation of Section 78 of the Act.
- Filling casual vacancies
(1) The Committee may appoint an eligible member of the Club to fill a position on the Committee that –
(a) has become vacant under rule 48; or
(b) was not filled by election at the last annual general meeting.
(2) If the position of Secretary becomes vacant, the Committee must appoint a member to the position within 14 days after the vacancy arises.
(3) Rule 48 applies to any Committee member appointed by the Committee under subrule (1) or (2).
(4) The Committee may continue to act despite any vacancy in its membership.
- Meetings of Committee
(1) The Committee must meet at least 4 times in each year at the dates, times and places determined by the Committee.
(2) The date, time and place of the first Committee meeting must be determined by the members of the Committee as soon as practicable after the annual general meeting of the Club at which the members of the Committee were elected.
(3) Special Committee meetings may be convened by the President or by any 4 members of the Committee.
- Notice of meetings
(1) Notice of each Committee meeting must be given to each Committee member no later than 7 days before the date of the next meeting.
(2) Notice may be given of more than one Committee meeting at the same time.
(3) The notice must state the date, time and place of the meeting.
(4) If a special Committee meeting is convened, the notice must include the general nature of the business to be conducted.
(5) The only business that may be conducted at the meeting is the business for which the meeting is convened.
- Urgent meetings
(1) In cases of urgency, a meeting can be held without notice being given in accordance with rule 51 provided that as much notice as practicable is given to each Committee member by the quickest means possible.
(2) Any resolution made at the meeting must be passed by an absolute majority of the Committee.
(3) The only business that may be conducted at an urgent meeting is the business for which the meeting is convened.
- Procedure and order of business
(1) The procedure to be followed at a meeting of a Committee must be determined from time to time by the Committee.
(2) The order of business may be determined by the members present at the meeting.
(1) No business may be conducted at a Committee meeting unless a quorum is present.
(2) The quorum for a Committee meeting is the presence of a majority of the Committee members holding office.
(3) If a quorum is not present within 30 minutes after the notified commencement time of a Committee meeting –
(a) in the case of a special meeting – the meeting lapses;
(b) in any other case – the meeting must be adjourned to a date no later than 14 days after the adjournment and notice of the time, date and place to which the meeting is adjourned must be given in accordance with rule 51.
(1) On any question arising at a Committee meeting, each Committee member present at the meeting has one vote.
(2) A motion is carried if a majority of Committee members present at the meeting vote in favour of the motion.
(3) Subrule (2) does not apply to any motion or question which is required by these Rules to be passed by an absolute majority of the Committee.
(4) If votes are divided equally on a question, the Chair of the meeting has a second or casting vote.
(5) Voting by proxy is not permitted.
- Conflict of interest
(1) A Committee member who has a material personal interest in a matter being considered at a Committee meeting must disclose the nature and extent of that interest to the Committee.
(2) The member –
(a) must not be present while the matter is being considered at the meeting; and
(b) must not vote on the matter.
(3) This rule does not apply to a material personal interest –
(a) that exists only because the member belongs to a class of persons for whose benefit the Association is established; or
(b) that the member has in common with all, or a substantial proportion of, the members of the Association.
- Minutes of meeting
(1) The Committee must ensure that minutes are taken and kept of each Committee meeting.
(2) The minutes must record the following –
(a) the names of the members in attendance at the meeting;
(b) the business considered at the meeting;
(c) any resolution on which a vote is taken and the result of the vote;
(d) any material personal interest disclosed under rule 56.
- Leave of absence
(1) The Committee may grant a Committee member leave of absence from Committee meetings for a period not exceeding 3 months.
(2) The Committee must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the Committee member to seek the leave in advance.
- Source of funds
The funds of the Club may be derived from joining fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the Committee.
- Management of funds
(1) The Club must open an account with a financial institution from which all expenditure of the Club is made and into which all of the Club’s revenue is deposited.
(2) Subject to any restrictions imposed by a general meeting of the Club, the Committee may approve expenditure on behalf of the Club.
(3) The Committee may authorise the Treasurer to expend funds on behalf of the Club (including by electronic funds transfer) up to a specified limit without requiring approval from the Committee for each item on which the funds are expended.
(4) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by 2 Committee members.
(5) All funds of the Club must be deposited into the financial account of the Club no later than 5 working days after receipt.
(6) With the approval of the Committee, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.
- Financial records
(1) The Club must keep financial records that –
(a) correctly record and explain its transactions, financial position and performance; and
(b) enable financial statements to be prepared as required by the Act.
(2) The Club must retain the financial records for 7 years after the transactions covered by the records are completed.
(3) The Treasurer must keep in his/her custody, or under his control –
(a) the financial records for the current financial year; and
(b) any other financial records as authorised by the Committee.
- Financial Statements
(1) For each financial year, the Committee must ensure that the requirements under the Act relating to the financial statements of the Club are met.
(2) Without limiting subrule (1), those requirements include –
(a) the preparation of the financial statements;
(b) if required, the review or auditing of the financial statements;
(c) the certification of the financial statements by the Committee;
(d) the submission of the financial statements to the annual general meeting of the Club;
(e) the lodgement with the Registrar of the financial statements and accompanying reports, certificates, statements and fee.
- Common seal
(1) The Club may have a common seal.
(2) If the Club has a common seal –
(a) the name of the Club must appear in legible characters on the common seal;
(b) a document may only be sealed with the common seal by the authority of the Committee and the sealing must be witnessed by the signatures of 2 Committee members;
(c) the common seal must be kept in the custody of the Secretary.
- Registered address
The registered address of the Club is –
- the address determined from time to time by resolution of the Committee; or
- if the Committee has not determined an address to be the registered address – the postal address of the Secretary.
- Notice requirements
(1) Any notice required to be given to a member or a Committee member under these Rules may be given –
(a) by handing the notice to the member personally; or
(b) by sending it by post to the member at the address recorded for the member on the register of members; or
(c) by email or facsimile transmission.
(2) Subrule (1) does not apply to notice given under rule 52.
(3) Any notice required to be given to the Club or the Committee may be given –
(a) by handing the notice to the member of the Committee; or
(b) by sending the notice by post to the registered address; or
(c) by leaving the notice at the registered address; or
(d) if the Committee determines that it is appropriate in the circumstances –
(i) by email to the email address of the Club or the Secretary; or
(ii) by facsimile transmission to the facsimile number of the Club.
- Custody and inspection of books and records
(1) Members may on request inspect free of charge –
(a) the register of members;
(b) the minutes of general meetings;
(c) subject to subrule (2), the financial records, books, securities and any other relevant document of the Club, including minutes of Committee meetings.
(2) The Committee may refuse to permit a member to inspect records of the Club that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Club.
(3) The Committee must on request make copies of these rules available to members and applicants for membership free of charge.
(4) Subject to subrule (2), a member may make a copy of any of the other records of the Club referred to in this rule and the Club may charge a reasonable fee for provision of a copy of such a record.
(5) For the purposes of this rule –
relevant documents means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the Club and includes the following –
- its membership records;
- its financial statements;
- its financial records;
- records and documents relating to transactions, dealings, business or property of the Club.
- Winding up and cancellation
(1) The Club may be wound up voluntarily by special resolution.
(2) In the event of the winding up or the cancellation of the incorporation of the Club, the surplus assets of the Club must not be distributed to any members or former members of the Club.
(3) Subject to the Act and any court order made under section 133 of the Act, the surplus assets must be given to a body that has similar purposes to the Club and which is not carried on for the profit or gain of its individual members.
(4) The body to which the surplus assets are to be given must be decided by special resolution.
- Alteration of Rules
These Rules may only be altered by special resolution of a general meeting of the Club.