WAFTA Rules of Association
WESTERN AUSTRALIAN FIBRE and TEXTILE ASSOCIATION INCORPORATED
RULES OF ASSOCIATION
PART 1 — PRELIMINARY
1. Name of the Association
Western Australian Fibre and Textile Association Inc (WAFTA)
2. Terms used
In these rules, unless the contrary intention appears —
Act means the Associations Incorporation Act 2015;
Association means the incorporated association to which these rules apply;
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 68;
Chairperson means the Committee member holding office as the chairperson of the Association;
Commissioner means the person for the time being designated as the Commissioner under section 153 of the Act;
committee means the management committee of the Association;
committee meeting means a meeting of the committee;
committee member means a member of the committee;
financial records includes —
(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 report, of a tier 2 associationor a tier 3 association, has the meaning given in section 63 of the Act;
financial statements means thefinancial 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 3;
general meeting, of the Association,means a meeting of the Association that all members are entitled to receive notice of and to attend;
member means a person (including a body corporate)who is an ordinary member or an associate member of the Association;
ordinary committee member means a committee member who is not an office holder of the Association under rule 28.2;
ordinary member means a member with the rights referred to in rule 9;
register of members means the register of members referred to in section 53 of the Act;
rules means these rules of the Association, as in force for the time being;
secretary means the committee member holding office as the secretary of the Association;
special general meeting means a general meeting of the Association other than the annual general meeting;
special resolution means are solution passed by the members at a general meeting in accordance with section 51 of the Act;
subcommittee means a subcommittee appointed by the committee under rule 52.1.1;
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 committee member holding office as the treasurer of the Association.
3. Financial year
3.1 The financial year of WAFTA runs from 1 January to 31 December in the following year
3.2 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.
4. Objects of the Association
The objects of the Association are:
4.1 To increase the understanding and appreciation of fibre and textiles through education, exhibitions, and regional, national and international exchange
4.2 To encourage and to provide a means for free exchange of ideas and information between those concerned with fibres and textiles at all levels in Western Australia, regionally, nationally and internationally
4.3 To encourage the highest standards of design and craftsmanship in the fibre and textile art
4.4 To facilitate and encourage the transition from student to practitioner within the fibre and textile field
4.5 To encourage balanced and critical evaluation of and writing about fibre and textiles
PART 2 — ASSOCIATION TO BE NOT FOR PROFIT BODY
5. Not-for-profit body
5.1 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.
5.2 A payment may be made to a member out of the funds of the Association only if it is authorised under subrule 43
5.3 Apayment to a member out of the funds of the Association is authorised if it is—
5.3.1 the payment in good faith to the member asreasonable remuneration for any services provided to the Association, or forgoods supplied to the Association, in the ordinary course of business; or
5.3.2 the payment of interest, on money borrowedby the Association from the member, at a rate not greater than the cash ratepublished from time to time by the Reserve Bank of Australia; or
5.3.3 the payment of reasonable rent to the memberfor premises leased by the member to the Association; or
5.3.4 the reimbursement of reasonable expensesproperly incurred by the member on behalf of the Association.
PART 3 — MEMBERS
Division 1 — Membership
6. Eligibility for membership
6.1 Any person who supports theobjects or purposes of the Association is eligible to apply to become a member.
6.2 An individual who has notreached the age of 15 years is not eligible to apply for a class of membershipthat confers full voting rights.
6.3.1 OrdinaryMember/Practitioner – any person not included in any of the categories below.
6.3.2 CorporateMember – Any business engaged in selling crafted fibre and textiles and/ormaterials for fibre and textile production
6.3.3. Studentor Concession member – Any person holding a current student identification cardfrom a recognised educational institution, or holding a current state orcommonwealth concession card.
6.3.4 Countryor Interstate Member – A person who resides more than 50 km from the PerthGeneral Post Office
6.3.5 Associationor Guild member – Any association or guild having interests in promoting fibresand textiles in accordance with the objects of the Association. Each association or guild member may appointone delegate as their representative to vote at meetings of the Association andto otherwise represent interests of that association or guild member.
6.3.6 LifeMember – Any member who has given outstanding service to the Association may beproposed by the Management Committee as a Life Member at the Annual GeneralMeeting. Any member may nominate anyother member to the Management Committee for consideration for Life Membership.
6.4 The Association may, at its discretion,elect patron/s of the Association for such periods as may be deemednecessary. Such patron/s shall not beeligible to vote unless they are a current member of the Association underanother category of membership.
7. Applying for membership
7.1 A person who wants to become a member must apply in writing, by completing an online application form, to the Association, or in such form as the Committee from time to time direct.
7.2 The application must be signed by the applicant.
7.3 The applicant must specify in the application the class of membership, if there is more than one, to which the application relates.
8. Dealing with membership applications
8.1 The committee must consider each application for membership of the Association and decide whether to accept or reject the application.
8.2 Subject to subrule 8.3, the committee must consider applications in the order in which they are received by the Association
8.3 The committee may delay its consideration of an application if the committee considers that any matter relating to the application needs to be clarified by the applicant or that the applicant needs to provide further information in support of the application
8.4 The committee must not accept an application unless the applicant —
8.4.1 is eligible under rule 6; and
8.4.2 has applied under rule 7.
8.5 The committee may reject an application even if the applicant —
8.5.1 is eligible under rule 6;and
8.5.2 has applied under rule 7.
8.6 The committee must notify the applicant of the committee’s decision to accept or reject the application as soon as practicable after making the decision.
8.7 If the committee rejects the application, the committee is not required to give the applicant its reasons for doing so.
9. Becoming a member
An applicant for membership of the Association becomes a member when —
9.1 the committee accepts the application; and
9.2 the applicant pays any membership fees payable to the Association under rule 13
9.3 In compliance with Section 36(1)(b) of the Act each new member must be provided with a copy of these rules
10. When membership ceases
10.1 A person ceases to be a member when any ofthe following takes place —
10.1.1 for a member who is a body corporate,the body corporate is wound up;
10.1.2 the person resignsfrom the Association under rule 11;
10.1.3 the person isexpelled from the Association under rule 16;
10.1.4 the person ceases tobe a member under rule 13(4).
10.2 The membership secretarymust keep a record, for at least one year after a person ceases to be a member,of —
10.2.1 the date on which the person ceased tobe a member; and
10.2.2 the reason why theperson ceased to be a member.
11.1 A member may resign from membershipof the Association by giving written notice of the resignation to the secretary.
11.2 Theresignation takes effect —
11.2.1 when the secretary receives the notice; or
11.2.2 if a later time is stated in the notice, atthat later time.
11.3 A person who hasresigned from membership of the Association remains liable for any fees thatare owed to the Association (the owed amount) at the time ofresignation.
11.4 The owed amount maybe recovered by the Association in a court of competent jurisdiction as a debtdue to the Association.
12. Rights not transferable
The rights of a member are not transferable and end when membership ceases.
Division 2 — Membership fees
13. Membership fees
13.1 The committee must determine the entrance fee(if any) and the annual membership fee (if any) to be paid for membership of the Association.
13.2 The fees determined under subrule 13.1 may be different for different classes of membership.
13.3 A member must pay the annual membership fee to the treasurer, or another person authorised by the committee to accept payments, by the date (the due date) determined by the committee.
13.4 If a member has not paid the annual membershipfee within the period of one month after the due date, the member ceases to bea member on the expiry of that period.
13.5 If a person who hasceased to be a member under subrule 13.4 offers to pay the annual membershipfee after the period referred to in that subrule has expired —
13.5.1 the committee may, at itsdiscretion, accept that payment; and
13.5.2 if the payment is accepted, the person’s membershipis reinstated from the date the payment is accepted.
13.6 If the person is a firsttime member to the Association, and joining after 1 May of any year, payment oftheir subscription will qualify them for membership up to 30 June the followingyear.
Division 3 — Register of members
14. Register of members
14.1 The membership secretary, or another person authorisedby the committee, is responsible for the requirements imposed on theAssociation under section 53 of the Act to maintain the register of members andrecord in that register any change in the membership of the Association.
14.2 Under section 53(2) of the Act the registermust include each member’s name and a residential, postal or email address
14.3 In addition to thematters referred to in section 53(2) of the Act, the register of members mustinclude the class of membership (if applicable) to which each member belongsand the date on which each member becomes a member.
14.4 The register of membersmust be kept at the membership secretary’s place of residence, or at anotherplace determined by the committee.
14.5 A member who wishes toinspect the register of members must contact the chairperson to make thenecessary arrangements.
14.6.1 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
14.6.2. a member makes a written request under section 56(1) of the Act to be provided with a copy of the register of members,
the committee may require the member to provide a statutory declaration setting out the purpose for which the copy or extract is required and declaring that the purpose is connected with the affairs of the Association.
14.7 In accordance with section 56 of the Act the management committee may determine a reasonable charge for providing a copy of the register
PART 4 — DISCIPLINARY ACTION,DISPUTES AND MEDIATION
Division 1 — Term used
15. Term used: member
In this Part —
member, inrelation to a member who is expelled from the Association, includes former member.
Division 2 — Disciplinaryaction
16. Suspension or expulsion
16.1 The committee may decideto suspend a member’s membership or to expel a member from the Association if —
16.1.1 the member contravenes anyof these rules; or
16.1.2 the member actsdetrimentally to the interests of the Association.
16.2 The secretary must givethe member written notice of the proposed suspension or expulsion at least 28days before the committee meeting at which the proposal is to be considered bythe committee.
16.3 Thenotice given to the member must state —
16.3.1 when and where the committeemeeting is to be held; and
16.3.2 the grounds on which theproposed suspension or expulsion is based; and
16.3.3 that the member, or the member’srepresentative, may attend the meeting and will be given a reasonableopportunity to make written or oral (or both written and oral) submissions to thecommittee about the proposed suspension or expulsion;
16.4 At the committee meeting, the committee must —
16.4.1 give the member, or the member’srepresentative, a reasonable opportunity to make written or oral (or both writtenand oral) submissions to the committee about the proposed suspension orexpulsion; and
16.4.2 give due consideration to any submissions so made; and
16.4.3 decide —
18.104.22.168 whether or not to suspend the member’s membershipand, if the decision is to suspend the membership, the period of suspension; or
22.214.171.124 whether or not to expelthe member from the Association.
16.5 A decision of the committee to suspend themember’s membership or to expel the member from the Association takes effect 14days after the day on which the decision was made.
16.6 The committee must give the member writtennotice of the committee’s decision, and the reasons for the decision, within 7days after the committee meeting at which the decision is made.
16.7 A member whose membership is suspended orwho is expelled from the Association may, within 14 days after receiving noticeof the Committee’s decision under subrule 16.6, give written notice to the secretaryrequesting the appointment of a mediator under rule 23.
16.8 If notice is given under subrule 16.7, themember who gives the notice and the committee are the parties to the mediation.
17. Consequences of suspension
17.1 Duringthe period a member’s membership is suspended, the member —
17.1.1 loses any rights(including voting rights) arising as a result of membership; and
17.1.2 is not entitled to a refund, rebate, reliefor credit for membership fees paid, or payable, to the Association.
17.2 When a member’s membership is suspended,the secretary must record in the register of members —
17.2.1 that the member’s membershipis suspended; and
17.2.2 the date on which thesuspension takes effect; and
17.2.3 the period of thesuspension.
17.3 When the period of the suspension ends,the secretary must record in the register of members that the member’s membershipis no longer suspended.
Division 3 — Resolvingdisputes
18. Terms used
In this Division —
grievance procedure means theprocedures set out in this Division;
party to a dispute includes aperson or group –
18.1 who is a party to the dispute; and
18.2 who ceases to be a memberwithin 6 months before the dispute has come to the attention of each party tothe dispute.
19. Application of Division
The procedure set out in this Division (the grievance procedure) appliesto disputes —
19.1 between members; or
19.2 betweenone or more members and the Association.
20. Parties to attempt to resolve dispute
The parties to a dispute must attempt to resolve the dispute between themselveswithin 14 days after the dispute has come to the attention of each party.
21. How grievance procedure is started
21.1 If the parties to a dispute are unable toresolve the dispute between themselves within the time required by rule 20, anyparty to the dispute may start the grievance procedure by giving written noticeto the secretary of —
21.1.1 the parties to thedispute; and
21.1.2 the matters that are thesubject of the dispute.
21.2 Within 28 days after the secretary isgiven the notice, a committee meeting must be convened to consider anddetermine the dispute.
21.3 The secretary must give each party to thedispute written notice of the committee meeting at which the dispute is to beconsidered and determined at least 7 days before the meeting is held.
21.4 Thenotice given to each party to the dispute must state —
21.4.1 when and where the committee meeting is to beheld; and
21.4.2 that the party, or the party’srepresentative, may attend the meeting and will be given a reasonableopportunity to make written or oral (or both written and oral) submissions tothe committee about the dispute.
21.5.1 the dispute is between oneor more members and the Association; and
21.5.2 any party to the dispute gives written noticeto the secretary stating that the party —
126.96.36.199 does not agree to the dispute beingdetermined by the committee; and
188.8.131.52 requests the appointment of amediator under rule 24,
the committee must not determine the dispute.
22. Determination of dispute by committee
22.1 At the committee meetingat which a dispute is to be considered and determined, the committee must —
22.1.1 give each party to the dispute, or theparty’s representative, a reasonable opportunity to make written or oral (orboth written and oral) submissions to the committee about the dispute; and
22.1.2 give due consideration toany submissions so made; and
22.1.3 determine the dispute.
22.2 The committee must give each party to thedispute written notice of the committee’s determination, and the reasons forthe determination, within 7 days after the committee meeting at which thedetermination is made.
22.3 A party to the dispute may, within 14 daysafter receiving notice of the committee’s determination under subrule 22.1.3,give written notice to the secretary requesting the appointment of a mediatorunder rule 24.
22.4 If notice is given under subrule 22.3,each party to the dispute is a party to the mediation.
Division4 — Mediation
23. Application of Division
23.1 This Division applies if written notice hasbeen given to the secretary requesting the appointment of a mediator —
23.1.1 by a member under rule 16.7;or
23.1.2 by a party to a disputeunder rule 21.5
23.2 Ifthis Division applies, a mediator must be chosen or appointed under rule 24.
24. Appointment of mediator
24.1 Themediator must be a person chosen —
24.1.1 if the appointment of a mediator wasrequested by a member under rule16.7 — by agreement between the Member and the committee;or
24.1.2 if the appointment of a mediator wasrequested by a party to a dispute under rule 21.5.— by agreement between theparties to the dispute.
24.2 If there is no agreement for the purposesof subrule 24.1.1 or 24.1.2, then, subject to subrules 24.3 and 24.4, the committeemust appoint the mediator.
24.3 The person appointed as mediator by the committeemust be a person who acts as a mediator for another not-for-profit body, suchas a community legal centre, if the appointment of a mediator was requested by—
24.3.1 a member under rule 16.7;or
24.3.2 a party to a dispute underrule 21.5 ; or
24.3.3 a party to a dispute under rule 22.3 and the dispute is between one or more membersand the Association.
24.4 The person appointed as mediator by the committeemay be a member or former member of the Association but must not —
24.1.1 have a personal interestin the matter that is the subject of the mediation; or
24.1.2 be biased in favour of oragainst any party to the mediation.
25. Mediation process
25.1 The parties to the mediation must attemptin good faith to settle the matter that is the subject of the mediation.
25.2 Each party to the mediation must give themediator a written statement of the issues that need to be considered at themediation at least 5 days before the mediation takes place.
25.3 Inconducting the mediation, the mediator must —
25.3.1 give each party to themediation every opportunity to be heard; and
25.3.2 allow each party to the mediation to give dueconsideration to any written statement given by another party; and
25.3.3 ensure that natural justice is given to theparties to the mediation throughout the mediation process.
25.4 Themediator cannot determine the matter that is the subject of the mediation.
25.5 The mediation must be confidential, andany information given at the mediation cannot be used in any other proceedingsthat take place in relation to the matter that is the subject of the mediation.
25.6 The costs of themediation are to be paid by the party or parties to the mediation thatrequested the appointment of the mediator.
26. If mediation results in decision tosuspend or expel being revoked
26.1 mediation takes place because a memberwhose membership is suspended or who is expelled from the Association givesnotice under rule 15(7); and
26.2 asthe result of the mediation, the decision to suspend the member’s membership orexpel the member is revoked,
thatrevocation does not affect the validity of any decision made at a committeemeeting or general meeting during the period of suspension or expulsion.
PART 5 — COMMITTEE
Division 1 — Powers of Committee
27.1 The committee membersare the persons who, as the management committee of the Association, have thepower to manage the affairs of the Association.
27.2 Subject to the Act,these rules, the by-laws (if any) and any resolution passed at a generalmeeting, the committee has power to do all things necessary or convenient to bedone for the proper management of the affairs of the Association.
27.3 The committee hasthe power to decide fees and subscriptions and other amounts payable by membersfrom time to time, and enforce payment thereof
27.4 The committee musttake all reasonable steps to ensure that the Association complies with the Act,these rules and the by-laws (if any).
Division 2 — Composition of Committeeand duties of members
28. Committee members
28.1 The committee members consist of —
28.1.1 the office holders of theAssociation; and
28.1.2 at least three ordinary committee members
28.2 The following are the office holders of theAssociation —
28.2.1 the chairperson;
28.2.2 the deputy/vice chairperson;
28.2.3 the secretary;
28.2.5 the treasurer.
28.2.6 the membership secretary
28.3 Alloffice bearers must be - —
28.3.1 an individual who hasreached 18 years of age; and
28.3.2 an ordinary member ofWAFTA (inc)
28.4 A person must nothold 2 or more of the offices mentioned in subrule 28.2 at the same time.
28.5 In accordance with section 39 ofthe Act a person may not be a committee member if they are –
28.5.1 a bankrupt or person whoseaffairs are under insolvency laws
28.5.2 a person who has beenconvicted, within the last 5 years of
184.108.40.206 an indictableoffence in relation to the promotion, formation or management of a bodycorporate, or
220.127.116.11 anoffence involving fraud or dishonesty punishable by imprisonment for a periodof not less than three months or
18.104.22.168 an offence under Part 4Division 3 or section 127 of the Act
29. Duties of CommitteeMembers and Officers
Section 3 of the Act provides a definition of“officer”. The duties provisions willapply to committee members and to those persons who have the ability toinfluence the management committee but who do not hold a formal committeeposition.
29.1 Under section 44 of the Act an officer ofan association must exercise his or her powers and discharge his or her dutieswith a degree of care and diligence that a reasonable person would exercise ifthat person –
29.1.1 were an office of the association in the association’s circumstances;and
29.1.2 occupied the office heldby, and had the same responsibilities within the association as, theofficer.
29.2 Under section 45 of the Actan officer of an association must exercise his or her powers and discharge hisor her duties
29.2.1 in good faith in the bestinterests of the Association, and
29.2.2 for a proper purpose.
29.3 Under section 46 an officerof an association must not improperly use his or her position to –
29.3.1 gain an advantage for theofficer or another person; or
29.3.2 cause detriment to theAssociation
29.4 Under section 47 a personwho obtains information because the person is, or has been an officer of anassociation must not improperly use the information to –
29.4.1 gain an advantage for theperson or another person – or
29.4.2 cause detriment to the Association
30.1 It is the duty of the chairpersonto consult with the secretary regarding the business to be conducted at each committeemeeting and general meeting.
30.2 The chairperson has thepowers and duties relating to convening and presiding at committee meetings andpresiding at general meetings provided for in these rules.
The Secretary has the following duties —
31.1 dealingwith the Association’s correspondence;
31.2 consulting with the chairpersonregarding the business to be conducted at each committee meeting and generalmeeting;
31.3 preparing the noticesrequired for meetings and for the business to be conducted at meetings;
31.4 unless another member is authorised by thecommittee to do so, maintaining on behalf of the Association the register of members,and recording in the register any changes in the membership, as required undersection 53(1) of the Act;
31.5 maintaining on behalf of the Associationan up-to-date copy of these rules, as required under section 35(1) of the Act;
31.6 unless another member is authorised by thecommittee to do so, maintaining on behalf of the Association a record of committeemembers and other persons authorised to act on behalf of the Association, asrequired under section 58(2) of the Act;
31.7 ensuring the safe custody of the books ofthe Association, other than the financial records, financial statements and financialreports, as applicable to the Association;
31.8 maintainingfull and accurate minutes of committee meetings and general meetings;
31.9 carrying out any other duty given to the secretaryunder these rules or by the committee.
The treasurer has the following duties —
32.1 ensuring that any amounts payable to theAssociation are collected and issuing receipts for those amounts in the Association’sname;
32.2 ensuring that any amounts paid to theAssociation are credited to the appropriate account of the Association, as directedby the committee;
32.3 ensuring that any payments to be made bythe Association that have been authorised by the committee or at a general meetingare made on time;
32.4 ensuring that the Association complieswith the relevant requirements of Part 5 of the Act;
32.5 ensuring the safe custody of the Association’sfinancial records, financial statements and financial reports, as applicable tothe Association;
32.6 if the Association is a tier 1 association,coordinating the preparation of the Association’s financial statements before theirsubmission to the Association’s annual general meeting;
32.7 if the Association is a tier 2 associationor tier 3 association, coordinating the preparation of the Association’s financialreport before its submission to the Association’s annual general meeting;
32.8 providing any assistance required by anauditor or reviewer conducting an audit or review of the Association’s financialstatements or financial report under Part 5 Division 5 of the Act;
32.9 carrying out any other duty given to thetreasurer under these rules or by the committee
32.10 whenever directed to do so by theChairperson, submit to the Committee a report, balance sheet or financialstatement in accordance with that direction
33 Membership Secretary
The membership secretary has the following duties–
33.1 maintaining onbehalf of the Association the register of members, and recording in theregister any changes in the membership, as required under section 53(1) of theAct;
Division 3 — Election of committeemembers and tenure of office
34 Howmembers become Committee members
A member becomes a committee member if the member —
34.1 iselected to the committee at a general meeting; or
34.2 is appointed to the committee by the committeeto fill a casual vacancy under rule 41.
35. Nomination of committee members
35.1 At least 28 days before an annual generalmeeting, the secretary must send written notice to all the members —
35.1.1 calling for nominationsfor election to the committee; and
35.1.2 stating the date by whichnominations must be received by the
35.1.3 A member who wishes to be considered forelection to the committee at the annual general meeting must nominate forelection by sending written notice of the nomination to the secretary at least 14days before the annual general meeting.
35.1.4 The writtennotice must include a statement by another member in support of the nomination.
35.1.5 A membermay nominate for one specified position of office holder of the Association orto be an ordinary committee member.
35.1.6 A memberwhose nomination does not comply with this rule is not eligible for election tothe committee unless the member is nominated under rule 34.2
36. Election of office holders
36.1 At the annual general meeting, a separateelection must be held for each position of office holder of the Association.
36.2 If there is no nomination for a position,the chairperson of the meeting may call for nominations from the ordinary membersat the meeting.
36.3 If only one member has nominated for aposition, the chairperson of the meeting must declare the Member elected to theposition.
36.4 If more than one member has nominated fora position, the ordinary members at the meeting must vote in accordance withprocedures that have been determined by the committee to decide who is to beelected to the position.
36.5 Each ordinary member present at themeeting may vote for one member who has nominated for the position.
36.6 Amember who has nominated for the position may vote for himself or herself.
36.7 On the member’s election, the new chairpersonof the Association may take over as the chairperson of the meeting.
37. Election of committeemembers
37.1 At the annual general meeting, theAssociation must decide by resolution the number of ordinary committee members(if any) to hold office for the next year, if changing 3 committee members
37.2 If the number of members nominatingfor the position of committee member is not greater than the number to beelected, the chairperson of the meeting —
37.2.1 must declare each of thosemembers to be elected to the position; and
37.2.2 may call for further nominations from the ordinarymembers at the meeting to fill any positions remaining unfilled after theelections under paragraph 37.1.
37.3.1 the number of members nominating for theposition of committee member is greaterthan the number to be elected; or
37.3.2 the number of members nominating undersubrule 37.2 is greater than the numberof positions remaining unfilled, the ordinary members at the meeting must votein accordance with procedures that have been determined by the committee todecide the members who are to be elected to the position of committee member.
37.4 A member who hasnominated for the position of committee member may vote in accordance with thatnomination.
38. Termof office
38.1 Theterm of office of a committee member begins when the member —
38.1.1 is elected at an annualgeneral meeting or under subrule 36; or
38.1.2 is appointed to fill acasual vacancy under rule 41.
38.2 The maximum term of anycommittee member will be two (2) consecutive terms of two (2) years unless the membersof the Association agree otherwise by special resolution
38.3 The maximum term of anyOffice Bearer will be three (3) consecutive terms of two (2) years unless themembers of the Association agree otherwise by special resolution
38.4 Retiring Office Bearers or committeemembers will be eligible for re-election after twelve (12) months from the dateof their retirement
38.5 Subject to rule 37, a committee memberholds office until the positions on the committee are declared vacant at thenext annual general meeting.
38.6 An Office bearer or committee member maybe re-elected under subrule 38.2 or 38.3, or as agreed by special resolution ofmembers
39. Resignationand removal from office
39.1 A committee member may resign from the committeeby written notice given to the secretary or, if the resigning member is the secretary,given to the chairperson.
39.2 Theresignation takes effect —
39.2.1 when the notice isreceived by the secretary or chairperson; or
39.2.2 if a later time is stated in the notice, at the later time.
39.3 Ata general meeting, the Association may by resolution —
39.3.1 remove a committee memberfrom office; and
39.3.2 elect a member who iseligible under rule 27(4) to fill the vacant position.
40. Whenmembership of committee ceases
A person ceases to be a committee member if the person —
40.1 diesor otherwise ceases to be a member; or
40.2 resignsfrom the committee or is removed from office under rule 39; or
40.3 becomes ineligible to accept anappointment or act as a committee member under section 39 of the Act;
40.4 becomes permanently unable to act as a committeemember because of a mental or physical disability; or
40.5 fails to attend 3 consecutive Committeemeetings, of which the person has been given notice, without having notifiedthe Committee that the person will be unable to attend.
40.6 A Committee member must, as soon aspracticable after their membership ceases, deliver to a member of the committeeall of the relevant documents and records they hold pertaining to themanagement of the association’s affairs.
41. Fillingcasual vacancies
41.1 Thecommittee may appoint a member who is eligible to fill a position on the committeethat —
41.1.1 has become vacant underrule 40; or
41.1.2 was not filled by election at the most recentannual general meeting or under rule 36.
41.2 If the position of secretary becomesvacant, the committee must appoint a member who is eligible under rule 27.4 tofill the position within 14 days after the vacancy arises.
41.3 Subject to the requirement for a quorumunder rule 49, the committee may continue to act despite any vacancy in its membership.
41.4 If there are fewer committee members thanrequired for a quorum under rule 49, the committee may act only for the purposeof —
41.4.1 appointing committee membersunder this rule; or
41.4.2 convening a general meeting.
42 Validityof acts
The acts of a committee or subcommittee, or of a committee member or memberof a subcommittee, are valid despite any defect that may afterwards bediscovered in the election, appointment or qualification of a committee memberor member of a subcommittee.
43 Paymentsto committee members
43.1 Inthis rule —
committee member includes a member of a subcommittee;
committee meeting includes a meeting of a subcommittee.
43.2 A committee member is entitled to be paidout of the funds of the Association for any out-of-pocket expenses for traveland accommodation properly incurred —
43.2.1 in attending a committee meeting or
43.2.2 in attending a generalmeeting; or
43.2.3 otherwise in connectionwith the Association’s business.
Division 4 — Committeemeetings
44.1 The committee must meet at least 10 timesin each year on the dates and at the times and places determined by thecommittee.
44.2 The date, time and place of the firstcommittee meeting must be determined by the committee members as soon aspracticable after the annual general meeting at which the committee members areelected.
44.3 Special committee meetings may be convenedby the chairperson or half of the committee members.
45. Noticeof committee meetings
45.1 Notice of each committee meeting must begiven to each committee member at least 48 hours before the time of the meeting.
45.2 The notice must state the date, time andplace of the meeting and must describe the general nature of the business to beconducted at the meeting.
45.3 Unless subrule 45.4 applies, the onlybusiness that may be conducted at the meeting is the business described in thenotice.
45.4 Urgent business that has not beendescribed in the notice may be conducted at the meeting if the committeemembers at the meeting unanimously agree to treat that business as urgent.
46 Procedureand order of business
46.1 The chairperson or, in the chairperson’sabsence, the deputy-chairperson must preside as chairperson of each committeemeeting.
46.2 If the chairperson and deputy chairpersonare absent or are unwilling to act as chairperson of a meeting, the committeemembers at the meeting must choose one of them to act as chairperson of themeeting.
46.3 The procedure to be followed at acommittee meeting must be determined from time to time by the committee.
46.4 The order of business at a committee meetingmay be determined by the committee members at the meeting.
46.5 A member or other person who is not acommittee member may attend a committee meeting if invited to do so by thecommittee.
46.6 Aperson invited under subrule 46.5 to attend a committee meeting —
46.6.1 has no right to any agenda, minutes or otherdocument circulated at the meeting; and
46.6.2 must not comment about any matter discussedat the meeting unless invited by the committee to do so; and
46.6.3 cannot vote on any matterthat is to be decided at the meeting.
47. Material PersonalInterests of Committee Members
47.1 Undersection 42 of the Act a member of the committee who has a material personalinterest in a matter being considered at a committee meeting must:
47.1.1 assoon as he or she becomes aware of tht interest, disclose the nature and extentof his or her interest to the Committee;
47.1.2 disclose the nature and extent of the interestat the next general meeting of the association
47.2 Undersection 42 (3) of the Act this rule does not apply in respect of a materialpersonal interest:
47.2.1 thatexists only because the member
22.214.171.124 is an employee of theincorporated association; or
126.96.36.199 is a member of a class of persons for whosebenefit the association is established; or
47.2.2 thatthe member has in common with all, or a substantial proportion of, the membersof the Association.
47.3 Undersection 43 of the Act a member of the management committee who has a materialpersonal interest in a matter being considered at a meeting of the managementcommittee must not be present while the matter is being considered at themeeting or vote on the matter.
47.4 Undersection 42 (6) of the Act the association must record every disclosure made bya committee member of a material personal interest in the minutes of thecommittee meeting at which the disclosure is made.
48 Useof technology to be present at committee meetings
48.1 The presence of a committee member at acommittee meeting need not be by attendance in person but may be by thatcommittee member and each other committee member at the meeting beingsimultaneously in contact by telephone or other means of instantaneouscommunication.
48.2 A member who participates in a committeemeeting as allowed under subrule 48.1 is taken to be present at the meetingand, if the member votes at the meeting, the member is taken to have voted inperson.
49. Quorumfor committee meetings
49.1 At a committee meeting a simple majorityof current Committee members constitutes a quorum
49.2 Subject to rule 41.4, no business is to beconducted at a committee meeting unless a quorum is present.
49.3 If a quorum is not present within 30minutes after the notified commencement time of a committee meeting —
49.3.1 in the case of a specialmeeting — the meeting lapses; or
49.3.2 otherwise, the meeting isadjourned to the same time, day and place in the following week.
49.4.1 a quorum is not present within 30 minutesafter the commencement time of a committee meeting held under subrule 49.3.2;and
49.4.2 at least 2 committeemembers are present at the meeting,
those memberspresent are taken to constitute a quorum.
50. Votingat committee meetings
50.1 Each committee member present at acommittee meeting has one vote on any question arising at the meeting.
50.2 A motion is carried if a majority of thecommittee members present at the committee meeting vote in favour of themotion.
50.3 If the votes are divided equally on aquestion, the chairperson of the meeting has a second or casting vote.
50.4 A vote may take place by the committeemembers present indicating their agreement or disagreement or by a show of hands,unless the committee decides that a secret ballot is needed to determine aparticular question.
50.5 If a secret ballot is needed, thechairperson of the meeting must decide how the ballot is to be conducted.
51. Minutesof committee meetings
51.1 The committee must ensure that minutes aretaken and kept of each committee meeting.
51.2 Theminutes must record the following —
51.2.1 the names of the committee members present atthe meeting;
51.2.2 the name of any personattending the meeting under rule 46.5;
51.2.3 the business considered atthe meeting;
51.2.4 any motion on which a voteis taken at the meeting and the result of the vote.
51.3 The minutes of acommittee meeting must be entered in the Association’s minute book within 30days after the meeting is held.
51.4 The chairperson must ensure that theminutes of a committee meeting are reviewed and signed as correct by —
51.4.1 the chairperson of themeeting; or
51.4.2 the chairperson of thenext committee meeting.
51.4.3 or voted on by committee members present thatthe minutes are a true and accurate reflection of the meeting
51.5 When the minutes of a committee meetinghave been agreed as correct they are,until the contrary is proved, evidence that —
51.5.1 the meeting to which the minutes relate wasduly convened and held; and
51.5.2 the matters recorded as having taken place atthe meeting took place as recorded; and
51.5.3 any appointmentpurportedly made at the meeting was validly made.
Division 5 — Subcommittees andsubsidiary offices
52. Subcommitteesand subsidiaryoffices
52.1 To help the committee in the conduct ofthe Association’s business, the committee may, in writing, do either or both ofthe following —
52.1.1 appoint one or moresubcommittees;
52.1.2 create one or moresubsidiary offices and appoint people to those offices.
52.2 A subcommittee may consist of the numberof people, whether or not members, that the committee considers appropriate.
52.3 A person may be appointed to a subsidiaryoffice whether or not the person is a member.
52.4 Subjectto any directions given by the committee —
52.4.1 a subcommittee may meetand conduct business as it considers appropriate; and
52.4.2 the holder of a subsidiary office may carryout the functions given to the holder as the holder considers appropriate.
53. Delegationto subcommittees and holders of subsidiary offices
53.1 Inthis rule —
non-delegableduty means a duty imposed on the committee by theAct or another written law.
53.2 The committee may, in writing, delegate toa subcommittee or the holder of a subsidiary office the exercise of any poweror the performance of any duty of the committee other than —
53.2.1 the power to delegate; and
53.2.2 a non-delegable duty.
53.3 A power or duty, the exercise orperformance of which has been delegated to a subcommittee or the holder of asubsidiary office under this rule, may be exercised or performed by thesubcommittee or holder in accordance with the terms of the delegation.
53.4 The delegation may be made subject to anyconditions, qualifications, limitations or exceptions that the committeespecifies in the document by which the delegation is made.
53.5 The delegation does not prevent thecommittee from exercising or performing at any time the power or dutydelegated.
53.6 Any act or thing done by a subcommittee orby the holder of a subsidiary office, under the delegation has the same forceand effect as if it had been done by the committee.
53.7 Thecommittee may, in writing, amend or revoke the delegation.
PART 6 — GENERAL MEETINGS OFASSOCIATION
54 Annualgeneral meeting
54.1 The committee must determine the date,time and place of the annual general meeting.
54.2 If it is proposed to hold the annualgeneral meeting more than 6 months after the end of the Association’s financialyear, the secretary must apply to the Commissioner for permission under section50(3)(b) of the Act within 4 months after the end of the financial year.
54.3 Theordinary business of the annual general meeting is as follows —
54.3.1 to confirm the minutes of the previous annualgeneral meeting and of any special general meeting held since then if theminutes of that meeting have not yet been confirmed;
54.3.2 to receive and consider —
188.8.131.52 the committee’s annual report on theAssociation’s activities during the preceding financial year; and
184.108.40.206 if the Association is a tier 1 association,the financial statements of the Association for the preceding financial yearpresented under Part 5 of the Act; and
220.127.116.11 if the Association is a tier 2 association ora tier 3 association, the financial report of the Association for the precedingfinancial year presented under Part 5 of the Act;
18.104.22.168 if required to be presented for considerationunder Part 5 of the Act, a copy of the report of the review or auditor’s reporton the financial statements or financial report;
22.214.171.124 to elect the office holders of theAssociation and other committee members;
126.96.36.199 if applicable, to appoint or remove areviewer or auditor of the Association in accordance with the Act;
188.8.131.52 toconfirm or vary the entrance fees, subscriptions and other amounts (if any) tobe paid by members.184.108.40.206 Any otherbusiness of which notice has been given in accordance with these rules may beconducted at the annual general meeting.
55. Specialgeneral meetings
55.1 Thecommittee may convene a special general meeting.
55.2 The committee must convene a specialgeneral meeting if at least 20% of the members require a special generalmeeting to be convened.
55.3 Themembers requiring a special general meeting to be convened must —
55.3.1 make the requirement bywritten notice given to the secretary; and
55.3.2 state in the notice thebusiness to be considered at the meeting; and
55.3.3 each sign the notice.
55.4 The special generalmeeting must be convened within 28 days after notice is given under subrule 55.3.1
55.5 If the committee does notconvene a special general meeting within that 28 day period, the members makingthe requirement (or any of them) may convene the special general meeting.
55.6 Aspecial general meeting convened by members under subrule 55.5 —
55.6.1 must be held within 3months after the date the original requirement was made; and
55.6.2 may only consider the business stated in thenotice by which the requirement wasmade.
55.7 The Association mustreimburse any reasonable expenses incurred by the members convening a specialgeneral meeting under subrule 55.5 .
56. Noticeof general meetings
56.1 The secretary or, in thecase of a special general meeting convened under rule 51.5,the members convening themeeting, must give to each member —
56.1.1at least21 days’ notice of a general meeting if a special resolution is to be proposedat the meeting; or
56.1.2 at least 14 days’ noticeof a general meeting in any other case.
56.2 Thenotice must —
56.2.1 specify the date, time andplace of the meeting; and
56.2.2 indicate the general nature of each item ofbusiness to be considered at the meeting; and
56.2.3 ifthe meeting is the annual general meeting, include the names of the members whohave nominated for election to the committee under rule 34.2; and
if a special resolution is proposed —
220.127.116.11 set out the wording of the proposedresolution as required by section 51(4) of the Act; and
18.104.22.168 statethat the resolution is intended to be proposed as a special resolution; and
22.214.171.124 complywith rule 57.7.
56.2.5 In accordance with Section 51(1) of the Act aresolution is a special resolution if it is passed –
126.96.36.199 at a general meeting of an incorporatedassociation; and
188.8.131.52 by the votes of not less than three-fourthsof the members of the association who case a vote at the meeting
57.1 Subjectto subrule (2), an ordinary member may appoint an individual who is an ordinarymember as his or her proxy to vote and speak on his or her behalf at a generalmeeting.
57.2 Anordinary member may be appointed the proxy for not more than 5 other members.
57.3 Theappointment of a proxy must be in writing and signed by the member making theappointment.
57.4 Themember appointing the proxy may give specific directions as to how the proxy isto vote on his or her behalf.
57.5 Ifno instructions are given to the proxy, the proxy may vote on behalf of themember in any matter as the proxy sees fit.
57.6 Ifthe committee has approved a form for the appointment of a proxy, the membermay use that form or any other form —
(a) that clearly identifies the person appointed as the member's proxy; and
(b) that has been signed by the member.
57.7 Noticeof a general meeting given to an ordinary member under rule 56 must —
57.7.1 state that the member may appoint anindividual who is an ordinary member as a proxy for the meeting; and
57.7.2 include a copy of any formthat the committee has approved for the appointment of a proxy.
57.8 Aform appointing a proxy must be given to the secretary before the commencementof the general meeting for which the proxy is appointed.
57.9 Aform appointing a proxy sent by post or electronically is of no effect unlessit is received by the Association not later than 24 hours before thecommencement of the meeting.
58 Useof technology to be present at general meetings
58.1 Thepresence of a member at a general meeting need not be by attendance in personbut may be by that member and each other member at the meeting beingsimultaneously in contact by telephone or other means of instantaneouscommunication.
58.2 Amember who participates in a general meeting as allowed under subrule (1) istaken to be present at the meeting and, if the member votes at the meeting, themember is taken to have voted in person.
59 Presidingmember and quorum for general meetings
59.1 Thechairperson or, in the chairperson’s absence, the deputy chairperson mustpreside as chairperson of each general meeting.
59.2 Ifthe chairperson and deputy chairperson are absent or are unwilling to act aschairperson of a general meeting, the committee members at the meeting mustchoose one of them to act as chairperson of the meeting.
59.3 Nobusiness is to be conducted at a general meeting unless a quorum is present.
59.3.1 At a general meeting twelve (12) memberspresent constitute a quorum.
59.4 Ifa quorum is not present within 30 minutes after the notified commencement timeof a general meeting —
59.4.1 in the caseof a special general meeting — the meeting lapses; or
59.4.2 in the caseof the annual general meeting — the meeting is adjourned to —
184.108.40.206 the same time and day inthe following week; and
220.127.116.11 the same place, unless the chairpersonspecifies another place at the time of the adjournment or written notice ofanother place is given to the members before the day to which the meeting isadjourned.
59.5.1 aquorum is not present within 30 minutes after the commencement time of anannual general meeting held under subrule 59.4.2 ; and
59.5.2 at least 2 ordinary members are present at the meeting,
those members present are taken to constitutea quorum.
60 Adjournmentof general meeting
60.1 Thechairperson of a general meeting at which a quorum is present may, with theconsent of a majority of the ordinary members present at the meeting, adjournthe meeting to another time at the same place or at another place.
60.2 Withoutlimiting subrule 60.1, a meeting may be adjourned —
60.1.1 if there isinsufficient time to deal with the business at hand; or
60.1.2 to give themembers more time to consider an item of business.
60.3 Nobusiness may be conducted on the resumption of an adjourned meeting other thanthe business that remained unfinished when the meeting was adjourned.
60.4 Noticeof the adjournment of a meeting under this rule is not required unless themeeting is adjourned for 30 days or more, in which case notice of the meeting mustbe given in accordance withrule 56.
61 Votingat general meeting
61.1 Onany question arising at a general meeting —
61.1.1 eachordinary member has one vote; and
61.1.2 ordinarymembers may vote personally or by proxy.
61.2 Exceptin the case of a special resolution, a motion is carried if a majority of theordinary members present at a general meeting vote in favour of the motion.
61.3 Ifvotes are divided equally on a question, the chairperson of the meeting has asecond or casting vote.
61.4 Ifthe question is whether or not to confirm the minutes of a previous generalmeeting, only members who were present at that meeting may vote.
61.4.1 For aperson to be eligible to vote at a general meeting as an ordinary member,—
18.104.22.168 musthave been an ordinary member at the time notice of the meeting was given underrule 54; and
22.214.171.124 musthave paid any fee or other money payable to the Association by the member.
62 Whenspecial resolutions are required
62.1 Aspecial resolution is required if it is proposed at a general meeting —
62.1.1 toaffiliate the Association with another body; or
62.1.2 torequest the Commissioner to apply to the State Administrative Tribunal undersection 109 of the Act for the appointment of a statutory manager.
62.1.3 toalter its rules, including changing the name of the association (section 30(1)of the Act);
62.1.4 todecide to apply for registration or incorporation as a prescribed bodycorporate (section 93(1) of the Act;
62.1.5 toapprove the terms of an amalgamation with one or more other incorporatedassociations (section 102(4) of the Act;
62.1.6 tobe wound up voluntarily (section 121(2)) or by the Supreme Court (section124(a) and Schedule 4 item 9 of the Act);
62.1.7 to cancel its incorporation (section 129) ofthe Act
62.2 Subrule62.1 does not limit the matters in relation to which a special resolution maybe proposed.
63 Determiningwhether resolution carried
63.1 Inthis rule —
poll means the process of voting in relation to a matter that is conductedin writing.
63.2 Subject to subrule 63.4, the chairpersonof a general meeting may, on the basis of general agreement or disagreement orby a show of hands, declare that a resolution has been —
63.2.1 carried; or
63.2.2 carriedunanimously; or
63.2.3 carried bya particular majority; or
63.3 Ifthe resolution is a special resolution, the declaration under subrule 63.2 mustidentify the resolution as a special resolution.
63.4 Ifa poll is demanded on any question by the chairperson of the meeting or by atleast 3 other ordinary members present in person or by proxy —
63.4.1 the pollmust be taken at the meeting in the manner determined by the chairperson;
63.4.2 thechairperson must declare the determination of the resolution on the basis ofthe poll.
63.5 Ifa poll is demanded on the election of the chairperson or on a question of anadjournment, the poll must be taken immediately.
63.6 Ifa poll is demanded on any other question, the poll must be taken before theclose of the meeting at a time determined by the chairperson.
63.7 Adeclaration under subrule 63.2 or 63.4 must be entered in the minutes of themeeting, and the entry is, without proof of the voting in relation to theresolution, evidence of how the resolution was determined.
64. Minutesof general meeting
64.1 Thesecretary, or a person authorised by the committee from time to time, must takeand keep minutes of each general meeting.
64.2 Theminutes must record the business considered at the meeting, any resolution onwhich a vote is taken and the result of the vote.
64.3 In addition,the minutes of each annual general meeting must record —
63.3.1 the namesof the ordinary members attending the meeting; and
63.3.2 any proxyforms given to the chairperson of the meeting under rule 57.8; and
63.3.3 the financial statements or financial reportpresented at the meeting, as referred to in rule 126.96.36.199 or 188.8.131.52; and
63.3.4 anyreport of the review or auditor’s report on the financial statements orfinancial report presented at the meeting, as referred to in rule 184.108.40.206.
64.4 The minutes of a general meeting must beentered in the Association’s minute book within 30 days after the meeting isheld.
64.5 Thechairperson must ensure that the minutes of a general meeting are reviewed andsigned as correct by —
64.5.1 thechairperson of the meeting; or
64.5.2 thechairperson of the next general meeting.
64.6 Whenthe minutes of a general meeting have been signed as correct they are, in theabsence of evidence to the contrary, taken to be proof that —
64.6.1 themeeting to which the minutes relate was duly convened and held; and
64.6.2 thematters recorded as having taken place at the meeting took place as recorded;and
64.6.3 any election or appointment purportedly madeat the meeting was validly made.
PART 7 — FINANCIAL MATTERS
65. Sourceof funds
The funds ofthe Association may be derived from entrance fees, annual subscriptions,donations, fund-raising activities, grants, interest and any other sourcesapproved by the committee.
66. Controlof funds
66.1 The Association must openan account in the name of the Association with a financial institution fromwhich all expenditure of the Association is made and into which all fundsreceived by the Association are deposited.
66.2 Subject to anyrestrictions imposed at a general meeting, the committee may approveexpenditure on behalf of the Association.
66.3 The committee mayauthorise the treasurer to expend funds on behalf of the Association up to aspecified limitwithout requiring approval from the committee for each item on which the fundsare expended.
66.4 All cheques, drafts,bills of exchange, promissory notes and other negotiable instruments of theAssociation must be signed by —
66.4.1 the treasurer and 1 other committee members; or
66.4.2 two committee members
66.5 All funds of theAssociation must be deposited into the Association’s account within 5 workingdays after their receipt.
67. Financialstatements and financial reports
67.1 For each financial year,the committee must ensure that the requirements imposed on the Associationunder Part 5 of the Act relating to the financial statements or financialreport of the Association are met.
67.2 Withoutlimiting subrule 67.1, those requirements include —
67.2.1 if the Association is a tier 1 association,the preparation of the financial statements; and
67.2.2 if the Association is a tier 2 association ortier 3 association, the preparation of the financial report; and
67.2.3 if required, the review or auditing of thefinancial statements or financial report, as applicable; and
67.2.4 the presentation to the annual generalmeeting of the financial statements or financial report, as applicable; and
67.2.5 if required, the presentation to the annualgeneral meeting of the copy of the report of the review or auditor’s report, asapplicable, on the financial statements or financial report.
PART 8 — GENERAL MATTERS
68.1 TheAssociation may, by resolution at a general meeting, make, amend or revokeby-laws.
68.2. By-lawsmay —
68.2.1 impose restrictions on thecommittee’s powers, including the power to dispose of the association’s assets;and
68.2.2 imposerequirements relating to the financial reporting and financial accountabilityof the association and the auditing of the association’s accounts; and
68.2.3 providefor any other matter the association considers necessary or convenient to bedealt with in the by-laws.
68.3 Aby-law is of no effect to the extent that it is inconsistent with the Act, theregulations or these rules.
68.4 Withoutlimiting subrule 68.3, a by-law made for the purposes of subrule 68.2.3 may only impose requirements on theAssociation that are additional to, and do not restrict, a requirement imposedon the Association under Part 5 of the Act.
68.5 Atthe request of a member, the Association must make a copy of the by-lawsavailable for inspection by the member.
69. Executingdocuments and common seal
69.1 The Association mayexecute a document without using a common seal if the document is signed by —
69.1.1 twocommittee members; or
69.1.2 onecommittee member and a person authorised by the committee.
69.2 Ifthe Association has a common seal —
69.2.1 thename of the Association must appear in legible characters on the common seal;and
69.2.2 adocument may only be sealed with the common seal by the authority of the committeeand in the presence of —
220.127.116.11 twocommittee members; or
18.104.22.168 one committee member and a person authorisedby the committee,
and each ofthem is to sign the document to attest that the document was sealed in theirpresence.
69.3 Thesecretary must make a written record of each use of the common seal.
69.4 Thecommon seal must be kept in the custody of the secretary or another committeemember authorised by the committee.
70. Givingnotices to members
70.1 Inthis rule —
recorded means recorded in the register of members.
70.2 Anotice or other document that is to be given to a member under these rules istaken not to have been given to the member unless it is in writing and —
70.2.1 deliveredby hand to the recorded address of the member; or
70.2.2 sent byprepaid post to the recorded postal address of the member; or
70.2.3 sent by facsimile orelectronic transmission to an appropriate recorded number or recordedelectronic address of the member.
71 Custodyof books and securities
71.1 Subject to subrule 70.2, the books and any securities of the Associationmust be kept in the secretary’s custody or under the secretary’s control.
71.2 Thefinancial records and, as applicable, the financial statements or financialreports of the Association must be kept in the treasurer’s custody or under thetreasurer’s control.
71.3 Subrules71.1 and 71.2 have effect except as otherwise decided by the committee.
71.4 Thebooks of the Association must be retained for at least 7 years.
72. Record of office holders
72.1 In accordance with section 58of the Act an association must maintain a record of -
72.1.1 the names and addresses of the persons who are members of itsmanagement committee; or hold other offices of the association provided for byits rules;
72.1.2 the names and addresses of any person who is authorised to use thecommon seal of the association (if it has a common seal); and
72.1.3 the name and address of any person who is appointed or acts astrustee on behalf of the association.
72.2 Under section 58 of the Act theassociation must, upon the request of a member of the association, makeavailable the record for the inspection of the member. The member may make a copy of or take anextract from the record but does not have a right to remove the record for thatpurpose.
72.3 The record of committee members and other persons authorised to act onbehalf 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’scontrol.
73. Inspection ofrecords and documents
73.1 Subrule72.2 applies to a member who wants to inspect —
73.1.1 the register of membersunder section 54(1) of the Act; or
73.1.2 the recordof the names and addresses of committee members, and other persons authorisedto act on behalf of the Association, under section 58(3) of the Act; or
73.1.3 anyother record or document of the association.
73.2 Themember must contact the secretary to make the necessary arrangements for theinspection.
73.3 Theinspection must be free of charge.
73.4 Ifthe member wants to inspect a document that records the minutes of a committeemeeting, the right to inspect that document is subject to any decision thecommittee has made about minutes of committee meetings generally, or theminutes of a specific committee meeting, being available for inspection bymembers.
73.5 Themember may make a copy of or take an extract from a record or document referredto in subrule 71.1.3 but does not have a right to remove the record or documentfor that purpose.
73.6 Inaccordance with the Act the member must not use or disclose information in arecord or document referred to in rule 73.1.3 except for a purpose –
73.6.1 that is directly connected with the affairsof the Association; or
73.6.2 that is related to complying with a requirementof the Act
74. Publicationby committee members of statements about Association business prohibited
A committee member must notpublish, or cause to be published, any statement about the business conductedby the Association at a general meeting or committee meeting unless —
74.1 thecommittee member has been authorised to do so at a committee meeting; and
74.2 the authority given tothe committee member has been recorded in the minutes of the committee meetingat which it was given.
75. Distributionof surplus property on cancellation of incorporation or winding up
75.1 In this rule —
surplus property, inrelation to the Association, means property remaining after satisfaction of —
75.1.1 the debts and liabilities of the Association; and
75.1.2 the costs, chargesand expenses of winding up or cancelling the incorporation of the Association,
75.1.3 does not include books relating to themanagement of the Association.
75.2 On the cancellation of the incorporation or the winding up ofthe Association, its surplus property must be distributed as determined byspecial resolution by reference to the persons mentioned in section 24(1) ofthe Act. Surplus property can only bedistributed to one or more of the following:
75.2.1 an incorporatedassociation;
75.2.2 a company limited by guarantee that isregistered as mentioned in the Corporations Act section 150;
75.2.3 a company holding a licence that continues inforce under the Corporations Act section 151
75.2.4 A body corporate that at the time of thedistribution is the holder of a licence under the Charitable Collections Act1946;
75.2.5 a body corporatethat –
75..2.5.1 is amember or former member of the incorporated association; and
22.214.171.124 at the time of the distribution of surplusproperty, has rules that prevent the distribution of property to members;
75.2.6 a trustee for a bodycorporate referred to in paragraph 75.2.5
75.2.7 a co-operative registered under theCo-operatives Act 2009 that, at the time of the distribution of surplusproperty, is a non-distributing co-operative as defined in that Act.
76. Alteration of rules
If the Association wants to alter or rescind any of these rules, or tomake additional rules, the Association may do so only by special resolution andby otherwise complying with Part 3 Division 2 of the Act. Section 31 of the Act requires anincorporated association to obtain the Commissioner’s approval if thealteration of its rules has effect to change the name of the association.
Section 33 of the Act requires an incorporated association to obtain theCommissioner’s approval if the alteration of its rules has effect to alter theobjects or purposes of the association or the manner in which surplus propertyof the association must be distributed or dealt with if the association iswound up or its incorporation is cancelled. Amendments to the rules do not take effect until required documents arelodged with the Commissioner, even if the amendments do not require theapproval of the Commissioner under section 31 or section 33 of the Act. The required documents must be lodged withinone month after the special resolution is passed.
77. Code of Conduct
It is expected that members will;
77.1 treat all other memberswith respect, courtesy, honesty and fairness, and have proper regard for theirinterests, rights, safety and welfare;
77.2 not harass ordiscriminate against other members of the association and/or members of thepublic;
77.3 contributeto a harmonious safe and productive environment.
77.3.1 Any matters contravening rules 77.1, 77.2,and/or 77.3 should be presented to the Committee in writing.