Model Rules for an Incorporated Association · 2011-11-22 · 5.1.4 the primary areas of...

CONSTITUTION

FOR

VICTORIAN HUNGARIAN COUNCIL INC

ENDORSED

BY THE GENERAL MEETING ON:

29th DAY OF SEPTEMBER 2010

PURPOSE & MISSION – ENDORSED 29TH SEPTEMBER 2010

Purpose

The Purpose of the Victorian Hungarian Council is to promote

and represent the mutual interests of the Hungarian

Communities in Victoria

Mission

The Mission of the Victorian Hungarian Council is to enhance

and strengthen the cohesiveness of the Hungarian Community

as part of the Australian Society

A

TABLE OF CONTENTS

Purpose ................................................................................................................................. 2

Mission .................................................................................................................................. 2 CONSTITUTION .................................................................................................................. 1

VICTORIAN HUNGARIAN COUNCIL INCORPORATED ............................................. 1

1. Name ......................................................................................................................... 1

2 Structure .................................................................................................................... 1

3 Definitions ................................................................................................................. 1

4 Alteration of the Terms of the Constitution .......................................................... 2

4 Membership, Application, Entry Fees and Subscription .................................... 2

5 Register of Members ............................................................................................... 6

6 Ceasing Membership .............................................................................................. 6

8 Disputes and mediation .......................................................................................... 9

9 Annual General Meeting ....................................................................................... 10

10 Meetings of the Council .................................................................................... 11

11 Special Business of the Council ...................................................................... 11

12 Notice of Meetings of the Council ................................................................... 12

13 Quorum at Meetings of the Council ................................................................ 12

14 Presiding at Meetings ........................................................................................ 13

15 Adjournment of Meetings .................................................................................. 13

16 Voting at Meetings ............................................................................................. 13

17 Poll at Meetings .................................................................................................. 14

18 Manner of Determining Whether Resolution Carried ................................... 14

20 Officers of the Council ....................................................................................... 15

21 The President ..................................................................................................... 16

22 Election of Councillors ....................................................................................... 16

24 Vacancies ............................................................................................................ 17

25 Meetings of the Committee .............................................................................. 17

26 Notice of the Meetings of the MCC ................................................................. 17

27 Quorum for Meetings of the MCC ................................................................... 17

28 Presiding at Meetings of the MCC .................................................................. 18

29 Voting at the Meetings of the MCC ................................................................. 18

30 Removal of President and/or Councillors ....................................................... 18

31 Minutes of Meetings .......................................................................................... 19

32 Funds ................................................................................................................... 19

33 Notice to Members ............................................................................................. 19

34 Winding up .......................................................................................................... 19

35 Custody and inspection of books and records .............................................. 20

APPENDIX 1 .......................................................................................................................... i

Application for Membership of VICTORIAN HUNGARIAN COUNCIL ......................... i

Schedule of Fees ................................................................................................................ iii

Schedule 1 ........................................................................................................................... iii

CONSTITUTION – VICTORIAN HUNGARIAN COUNCIL INC.

ENDORSED – 29th September 2010 1

CONSTITUTION

VICTORIAN HUNGARIAN COUNCIL INCORPORATED

1. Name

The name of the Incorporated Council shall be ―Victorian Hungarian Council

Incorporated‖ ("the Council‖ or ―VHC").

1.1. The Council is a not for profit organisation;

1.2. Members of the Council remain independent organisations;

1.3. Members must adopt and shall follow the Terms of the Constitution.

2 Structure

2.1 Victorian Hungarian Council shall exercise its functions through:

2.1.1 Annual General Meeting,

2.1.2 Special General Meeting and

2.1.3 Quarterly Meetings of the Council

2.2 The elected President and the Councillors form the Management

Committee to convene meetings and manage the affairs of the Victorian

Hungarian Council.

2.3 The Management Committee of the Council may establish Sub

Committees or Project Groups from the entire Membership for

completion of specific tasks of the Council.

Definitions

In these Rules, unless the contrary intention appears—

“the Act” means the Associations Incorporation Act 1981 (Vic).

“Committee” means the Management Committee of the Council (―MCC‖);

“Council” means the total membership of the Victorian Hungarian Council as

an incorporated organisation (―VHC‖);

“Councillor” refers to a Member of the Council who is elected to be part of the

Management Committee of the Council (including Officers of the Council);

“Delegated Representative” refers to an individual who is authorised by a

Member organisation representing that Member at the Meetings of the Council;



“Officer of the Council” means a Councillor who holds an Office in the

Management Committee of the Council;

“Financial year” means the year ending on 30 June in each year or such other

date as the MCC may from time to time determine;

“Management Committee of the Council” is the managing body of the

Council (―MCC‖);

“Member” if not specified, may refer to categories such as: Member, Associate

Member and Honorary Member of the Victorian Hungarian Council;

“Meetings” if not specified, may refer to any meetings, including Annual

General Meeting, Special General Meetings and the Quarterly Meetings of

Council;

“Meetings of the MCC” refers to Committee Meetings or Special Committee

Meetings of the Management Committee of the Council;

“Regulations” means the regulations made under the Act;

“Rules” and ―Constitution” are both sharing the meaning of Section 14A(1) of

the Act, prescribed as – ―The rules of an incorporated association constitute the

terms of a contract between the incorporated association and its member for

the time being.‖

In these Rules, a reference to the Secretary of the Council is a reference to—

(a) a person who holds the office of Secretary of the Council under these

Rules; and

(b) in any other case, to the Public Officer of the Council.

3 Alteration of the Terms of the Constitution

3.1 The Terms of the Constitution cannot be altered except in accordance

with these Rules and with the Act.

4 Membership, Application, Entry Fees and Subscription

4.1 The Membership of the Council consists of three categories of

Membership:

4.1.1 Member;

4.1.2 Associate Member;

4.1.3 Honorary Members.



4.2 Members of the VHC are community organisations that are separately

incorporated with rights to vote at the meetings of the Council.

4.3 Associate Members are separately constituted but unincorporated

groups with at least twenty (20) registered individual Membership with

current voting rights in the group.

4.4 Associate Member of the Council shall indemnify the Council from all

and any liabilities associated with their own group membership;

4.5 Associated Members shall be:

4.5.1 entitled but not obliged to attend at any Meetings of the Council;

4.5.2 entitled to but must pay Application Fees at a reduced rate;

4.5.3 keep all obligations and responsibilities of their own group wholly

separated from their Membership with the Council.

4.6 Pursuant to sub-rule 16.3 and provided that an Associate Member will

satisfy Rules 4.7 to 4.22, may obtain voting rights at the Meetings of the

Council.

4.7 Honorary Members are individuals with special skills and/or expertise

obtain special membership by invitation from the Council:

4.7.1 Honorary Members cannot vote at the meetings;

4.7.2 Honorary Members will not pay Application Fees and Subscription

Fees.

4.8 Members of the Council may include the following:

4.8.1 Foundation Members and Foundation Associate Members;

4.8.2 Hungarian community organisations and groups;

4.8.3 Hungarian Religious organisations;

4.8.4 Incorporated Health and Aged Care Service Organisations

providing substantial services to the Hungarian community in

Victoria;

4.8.5 Other not for profit organisations (eg. media organisations);

4.8.6 A corporate legal entity in partnership with a Hungarian Member

Organisation;



4.8.7 Government agencies either Australian or Hungarian whose

activities relate to Hungarian community services and/or

Hungarian multicultural education and training;

4.9 All Members must nominate from one or more of the community

activities or services as their primary area of operation/interest:

4.9.1 Hungarian Tradition and History;

4.9.2 Cultural, Folklore and Language Heritage;

4.9.3 Social Activities;

4.9.4 Senior Citizens Services;

4.9.5 Sport and Recreational Activities;

4.9.6 Religion;

4.9.7 Family Services;

4.9.8 Youth and Children;

4.9.9 Education and Training;

4.9.10 Health/Aged Care Services;

4.9.11 Social Welfare or Community Planning Services;

4.9.12 Multicultural Education and Services;

4.9.13 Management Committee of the Council;

4.9.14 Other Specific Service

4.10 Subject to satisfactory compliance with sub-rules 4.12 and 4.13, the first

Annual General Meeting, the Council by a majority decision shall accept

all founding organisations and groups as Foundation Members or

Foundation Associate Members of the Council and record all such

Members in Schedule 1, Appendix 3 attached to this Constitution of the

Council.

4.11 Prior to the first Annual General Meeting of the Council each Member

shall provide:

4.11.1 Minutes from its Annual General Meeting or Special General

Meeting with confirmation by a majority resolution of its Members,

endorsing the Application.

4.11.2 Applicants for Associate Membership must produce Minutes or

other appropriately executed documents, showing the names,

signatures, addresses and contact numbers of each Member

present at the Meeting, supporting such Application.



4.12 All organisational Members may delegate at least one person from their

membership with current voting rights to represent the Member

organisation at the meetings of the Council as a Delegated

Representative of that Organisation.

4.13 An Applicant for Membership including Foundation Membership

pursuant to these Rules will be eligible to be a Member of the Council on

payment of the initial Application Fees.

4.14 Members of the Council to maintain their Membership require further

payment of Annual Subscription Fees payable by 30 June of each

calendar year.

4.15 Subsequent to the foundation year, Applications for Membership of the

Council shall be made in writing by using the form, acceptable to the

Council, a sample Application Form is attached to this Constitution, as

Appendix 1.

4.16 Applications shall contain the written agreement of the Applicant to abide

by the Constitution of the Council and the Act while being a Member

thereof.

4.17 The Application is required to be submitted to the Secretary of the

Council.

4.18 As soon as practicable after the receipt of an Application, the Secretary

must present the Application to the MCC for determination.

4.19 The MCC must determine whether to approve or reject the Application.

4.20 If the MCC approves an application for Membership, the Secretary must,

as soon as practicable —

4.20.1 notify the applicant in writing of the approval for Membership; and

4.20.2 receipt payment of the amounts payable under these Rules as the

Application Fees.

4.21 The Secretary must, within 28 days after receipt of the amounts, enter

the applicant's name in the Register of Members, (Rule 5).

4.22 An Applicant for Membership becomes a Member of the Council when

the Applicant’s name has been entered in the Members’ Register.



4.23 The registered Member or Associate Member will be bound by the

Rules, entitled to the rights and the privileges associated with the

Membership

4.24 A right, privilege, or obligation of a Member by reason of Membership of

the Council—

4.24.1 can be vested in their Delegated Representative(s);

4.24.2 must be terminated upon the cessation of Membership;

4.25 Membership cannot be transferred to another organisation or to another

individual (Honorary Member), but a Delegated Representative may be

recalled and/or replaced by the Member.

4.26 If the Application is rejected, the MCC must, as soon as practicable,

notify the Applicant in writing that the Application has been rejected.

4.27 The Application Fees are the relevant amount set out in Appendix 2 or

as determined by the MCC from time to time.

4.28 The Annual Subscription Fees are the amounts set out in Appendix 2 or

as determined by the MCC from time to time and are payable in advance

by 30 June of each calendar year.

5 Register of Members

5.1 The Secretary must keep and maintain separate Registers of the

Membership categories, containing—

5.1.1 the date on which each Member's name was entered in the

Register;

5.1.2 the names and addresses of registered Members, Associate

Members and Honorary Members as invited;

5.1.3 the contact details of the currently Delegated Representatives of

organisational Members; and

5.1.4 the primary areas of operation/interest of the new Member.

6 Ceasing Membership



6.1 By Resignation: a Member of the Council who has paid all Fees due

and payable by a Member forwarding to the Secretary of the Council

Minutes from the Special and/or Annual General Meeting of their

organisation endorsing the resignation.

6.2 By Termination: if a Member has abandoned its Membership without

paying the due Fees, the Council may terminate the Membership. The

registration date for such termination shall be determined by the

resolution of the Council.

6.3 After the expiry of the 30 days from the resignation referred to in sub-rule

6.1 —

6.3.1 the Member ceases to be a Member; and

6.3.2 the Secretary must record in the relevant Register of Members

the date on which the Member ceased to be a Member.

7 Discipline, suspension and expulsion of Members

7.1 Subject to these Rules and the applicable provisions of the Act, if the

Council is of the opinion that a Member has refused or neglected to

comply with these Rules and/or the relevant statutory provisions, or has

been guilty of conduct unbecoming of a Member or prejudicial to the

interests of the Council, the Meeting of the Council may by resolution—

7.1.1 suspend that Member from Membership of the Council for a

specified period; or

7.1.2 expel that Member from the Council.

7.2 The aggrieved Member has the right to appeal against the resolution by

forwarding Notice of Appeal to the Secretary ;

7.2.1 if the Member exercises a right of appeal to the Council under this

rule, the Council may confirm or revoke the resolution in

accordance with this Rule.

7.3 A resolution of the Meeting under sub-rule 7.1 does not take effect

unless—

7.3.1 at a meeting held in accordance with these Rules and

7.3.2 the Council confirms the resolution according to sub-rule 7.4.



7.4 The Secretary of the Council must, as soon as practicable, cause to be

given to the Member a written notice—

7.4.1 setting out the resolution of the Council and the grounds on which

it is based; and

7.4.2 stating that the Member, or his or her representative, may

address the Meeting of the Council at the next Meeting to be held

not earlier than 14 days and not later than 28 days after the notice

has been given to that Member; and

7.4.3 stating the date, place and time of that meeting; and

7.4.4 informing the Member that the Member may do one or both of the

following—

7.4.4.1 attend that meeting;

7.4.4.2 give to the Secretary of the Council a written statement

seeking the revocation of the resolution; and

7.4.5 informing the Member that, if at that Meeting, the Council confirms

the resolution, the Member, not later than 48 hours after that

meeting, give the Secretary a notice to the effect that the

Member has the right to appeal against the resolution to the

General Meeting of the Council.

7.5 If the Secretary receives a Notice of Appeal, the Secretary must notify

the Council forthwith. Upon such notice, the MCC must convene a

Special General Meeting of the Council to be held within 21 days after

the date on which the Secretary received the notice.

7.6 At a Special General Meeting of the Council convened under sub-rule

7.6 —

7.6.1 no business other than the question of the appeal may be

conducted; and

7.6.2 the MCC may place before the meeting details of the grounds for

the resolution and the reasons for the passing of the resolution;

and

7.6.3 the Member must be given an opportunity to be heard; and



7.6.4 the Members present must vote by secret ballot on the question

whether the resolution should be confirmed or revoked.

7.7 A resolution is confirmed if, at the Special General Meeting, not less than

two-thirds of the Members vote in favour of the resolution.

7.8 In any other case, the resolution is revoked.

8 Disputes and mediation

8.1 The grievance procedure set out in the Act and this Rule applies to

disputes under these Rules between—

8.1.1 a Member and another Member; or

8.1.2 a Member and the Council.

8.2 The parties to the dispute must meet and discuss the matter in dispute,

and, if possible, resolve the dispute within 14 days after the dispute

comes to the attention of all of the parties.

8.3 If the parties are unable to resolve the dispute at the meeting, or if a

party fails to attend that meeting, then the parties must, within 10 days,

hold a meeting in the presence of a mediator.

8.4 The mediator must be—

8.4.1 a person chosen by agreement between the parties; or

8.4.2 in the absence of agreement—

8.4.2.1 in the case of a dispute between a Member and another

Member, a person appointed by the MCC; or

8.4.2.2 in the case of a dispute between a Member and the

Council, a person who is a mediator appointed or

employed by the Dispute Settlement Centre of Victoria

(Department of Justice) or such similar organisation set

up by the Government of Victoria to handle Dispute

Resolution.

8.5 A Member of the Council can be a mediator.

8.6 The mediator cannot be a Member who is a party to the dispute.



8.7 The parties to the dispute must, in good faith, attempt to settle the

dispute by mediation.

8.8 The mediator, in conducting the mediation, must—

8.8.1 give the parties to the mediation process every opportunity to be

heard; and

8.8.2 allow due consideration by all parties of any written statement

submitted by any party; and

8.8.3 ensure that natural justice is accorded to the parties to the dispute

throughout the mediation process.

8.9 The mediator must not determine the dispute.

8.10 If the mediation process does not result in the dispute being resolved,

the parties may seek to resolve the dispute in accordance with the Act or

otherwise at law.

9 Annual General Meeting

9.1 The Annual General Meeting is the utmost forum of the Council. The

Members of the Council must observe Section 30 of the Act.

9.2 The Management Committee of the Council (MCC) may determine the

date, time and place of the Annual General Meeting of the Council.

9.3 The Annual General Meeting may conduct any special business of which

notice has been given in accordance with these Rules and the Act.

9.4 The notice convening the Annual General Meeting must specify that the:

9.4.1 meeting is an Annual General Meeting;

9.4.2 The ordinary business of the Annual General Meeting shall be—

9.4.2.1 to confirm the minutes of the previous Annual General

Meeting and of any Special General Meeting and

Quarterly Meeting of the Council held since that

Meeting; and

9.4.2.2 to receive from the MCC reports upon the transactions

of the Council during the last preceding financial year;

and



9.4.2.3 to elect Councillors of the Management Committee of

the Council; and

9.4.2.4 to receive and consider the statement submitted by the

Council in accordance with Section 30(3) of the Act.

10 Meetings of the Council

10.1 The MCC may, whenever it thinks fit, convene a Special General

Meeting of the Council.

10.2 The Secretary of the MCC must convene regular Quarterly Meetings of

the Council.

10.3 Business conducted at the Quarterly Meeting of the Council may be

ordinary or special business of the Council.

10.4 The Annual General Meeting, Special General Meeting or Quarterly

Meeting of the Council may invite individuals to be Honorary Members of

the Council.

10.5 The MCC must, upon request by Members representing not less than 30

per cent of the total number of Members, convene a Quarterly Meeting

or a Special General Meeting.

10.6 The request for a Quarterly Meeting of the Council or a Special General

Meeting must be in writing and —

10.6.1 is forwarded to the address of the Secretary;

10.6.2 state the specific business, the matters to be presented to and

dealt with at the meeting; and

10.6.3 be signed by the Members requesting the meeting.

10.7 If the MCC does not cause a Quarterly Meeting or a Special General

Meeting to be held within one month, the Members may convene a

Quarterly Meeting of the Council or a Special General Meeting to be held

not later than 3 months after that date.

11 Special Business of the Council

11.1 All business that is conducted at a Quarterly Meeting of the Council and

all business that is conducted at the Annual General Meeting - except for



business conducted under the Rules as ordinary business of the Annual

General Meeting - shall be deemed to be special business.

12 Notice of Meetings of the Council

12.1 The Secretary of the Council, at least 14 days, or if a special resolution

has been proposed at least 21 days, before the date fixed for holding a

Meeting must cause notice to be sent to each Member of the Council.

12.2 The notice may be sent—

12.2.1 by post to the address appearing in the Register of Members; or

12.2.2 by facsimile transmission or electronic transmission.

12.2.3 No other business than that set out in the notice convening the

meeting may be conducted at the meeting.

13 Quorum at Meetings of the Council

13.1 No item of business may be conducted at a Meeting unless a quorum is

present at the time when the Meeting is considering that item.

13.2 To constitute a quorum for the conduct of the business of a Meeting half

of the total number of Membership must personally be present.

13.3 If, within half an hour after the appointed time for the commencement of

a Meeting, a quorum is not present—

13.3.1 in the case of a Meeting convened upon the request of

Members—the Meeting must be dissolved; and

13.3.2 in any other case—the Meeting shall stand adjourned to the same

day in the next week at the same time and (unless another place

is specified by the Chairperson at the time of the adjournment or

by written notice to Members given before the day to which the

meeting is adjourned) at the same place.

13.4 If at the adjourned Meeting the quorum is not present within half an hour

after the time appointed for the commencement of the Meeting, the

Members personally present (being not less than 3) shall constitute a

quorum for that Meeting.



14 Presiding at Meetings

14.1 The President, or in the President's absence, the Executive-President,

shall preside as Chairperson at each Meeting of the Council.

14.2 If the President and the Executive-President are both absent from a

Meeting, or are unable to preside, the Members present must select one

of their Members to preside as Chairperson.

15 Adjournment of Meetings

15.1 The person presiding may, with the consent of a majority of Members

present at the Meeting, adjourn the Meeting from time to time and place

to place.

15.2 No business may be conducted at an adjourned Meeting other than the

unfinished business from the Meeting that was adjourned.

15.3 If a Meeting is adjourned for 14 days or more, notice of the adjourned

Meeting must be given in accordance with Rule 12 herein.

15.4 Except as provided in sub-rule 15.3, it is not necessary to give notice of

an adjournment or of the business to be conducted at an adjourned

meeting.

16 Voting at Meetings

16.1 A Member is not entitled to vote at a Meeting unless all moneys due and

payable by the Member to the Council have been paid.

16.2 Upon any question arising at a Meeting, a Member has one (1) vote.

16.3 An Associate Member may obtain temporary voting rights:

16.3.1 subject to sub-rule 4.6 by

16.3.2 requesting the voting rights in writing

16.3.3 submitted to the Secretary no later than 5 days following receipt

of due Notice of the Meeting, indicating which Agenda items the

Associate Member would exercise the voting right if granted.

16.4 All votes must be given personally.

16.4.1 Representatives of the same Member or Associate Member

should they disagree in respect of a resolution, must withheld



their respective votes until a desirable agreement is reached

between them, alternatively they must abandon voting on the

disagreed question.

16.5 In the case of an equality of voting on a question, the Chairperson of the

meeting is entitled to exercise a second or casting vote.

17 Poll at Meetings

17.1 If at a Meeting a poll on any question is demanded by not less than 7

Members, it must be taken at that Meeting in such manner as the

Chairperson may direct and the resolution of the poll shall be deemed to

be a resolution of the Meeting on that question.

17.2 A poll that is demanded on the election of a Chairperson or on a

question of an adjournment must be taken immediately and a poll that is

demanded on any other question must be taken at such time before the

close of the Meeting as the Chairperson may direct.

18 Manner of Determining Whether Resolution Carried

18.1 If a question arising at a Meeting, shall be determined on a show of

hands—

18.1.1 a declaration by the Chairperson that a resolution has been—

18.1.1.1 carried; or

18.1.1.2 carried unanimously; or

18.1.1.3 carried by a particular majority; or

18.1.1.4 lost.

18.1.2 an entry to that effect in the minute book of the Council

18.1.2.1 is evidence of the fact;

18.1.2.2 without proof of the number or proportion of the votes

recorded in favour of, or against, that resolution.

19 Management Committee of the Council (MCC)

19.1 The Management of the Victorian Hungarian Council Incorporated shall

be vested in the Committee of Management of the Council, which may



authorise and undertake all such actions as it considers necessary to

further the purposes of the Council.

19.2 The business of the Council shall be managed by the Management

Committee Council;

19.3 The MCC shall control and manage the business of the Council; and

19.4 The MCC, subject to these Rules, the Act and the Regulations, has

power to perform all such acts and things as appear to be essential for

the proper management of the business of the Council.

19.5 The MCC may exercise all such powers and functions as may be

exercised by the Council, other than those powers and functions that are

required by these Rules to be exercised by the General Meetings of the

Council.

19.6 The Management Committee of the Council shall consist of—

19.6.1 The President; - and

19.6.2 Six (6) Councillors — of whom shall be elected at the Annual

General Meeting of the Council;

20 Officers of the Council

20.1 The Officers of the Council shall be—

20.1.1 President;

20.1.2 Executive-President;

20.1.3 Treasurer;

20.1.4 Secretary

20.1.5 Three (3) Councillors.

20.2 The provisions of these Rules, so far as they are applicable and with the

necessary modifications, apply to and in relation to the election of

persons to any of the offices referred to in sub-rule 20.1.

20.3 In the event of a casual vacancy in any Office referred to in sub-rule

20.1, the MCC may appoint one of its Member to the vacant Office and

the Member appointed may continue in the Office up to and including the

conclusion of the next Annual General Meeting.

20.4 The MCC as a body may act notwithstanding any vacancy on the

Management Committee of the Council.



21 The President

21.1 The President of the Council shall be elected by a two thirds majority at

the Annual General Meeting of the Council and shall hold that office for

one year.

21.2 The President of the Council cannot be re-elected for the office of the

President from the same Member Organisation.

22 Election of Councillors

22.1 Nominations of candidates for election as Councillors must be—

22.1.1 made in writing, signed by two current Members of the Council; -

22.1.2 accompanied by a confirmation of the Special/Annual General

Meeting from the nominated organisation;

22.1.3 named an individual member as Delegated Representative of that

organisation; and

22.1.4 delivered to the Secretary of the Council not less than 7 days

before the date fixed for the holding of the Annual General

Meeting.

22.2 If insufficient nominations are received to fill all vacancies on the MCC,

all candidates nominated shall be deemed to be elected and further

nominations may be received at the Annual General Meeting requesting

endorsement as prescribed in sub-rule 22.1.1 herein, be submitted as

soon as practicable but no later than 30 days following the nomination.

22.3 If the number of nominations received is equal to the number of

vacancies to be filled, the persons nominated shall be deemed to be

elected.

22.4 If the number of nominations exceeds the number of vacancies to be

filled, a ballot must be held.

22.5 The ballot for the election of Councillors must be conducted at the

Annual General Meeting in such manner as the MCC may direct.

23 Councillors of the Council



23.1 Each Councillor of the Council shall hold office for one (1) year and is

eligible for re-election unlimited.

23.2 Following the Annual General Meeting, the MCC shall appoint its

Officers from the elected Councillors.

23.3 The MCC may invite Honorary Members to assist the Committee in

completion of specific projects of the Council.

24 Vacancies

24.1 The Office of a Councillor, becomes vacant, if the Councillor —

24.1.1 ceases to be a Member of the Council;

24.1.2 resigns from the Office by Notice to the Secretary;

24.1.3 being a corporate body has been deregistered;

24.1.4 dies

24.1.5 becomes bankrupt, insolvent or is placed under administration; or

24.1.6 being a corporate body has been placed into liquidation within the

meaning of the Act or the Corporations Act.

25 Meetings of the Committee

25.1 The MCC must meet at least quarterly in each year at such place and

such times as the MCC may determine.

25.2 Meetings of the MCC may be convened by the President or by any three

(3) Councillors.

26 Notice of the Meetings of the MCC

26.1 Written notice of each Meeting of the Committee must be given to each

Councillor at least 10 business days before the date of the Meeting.

27 Quorum for Meetings of the MCC

27.1 Four (4) Councillors constitute a quorum of a Committee Meeting. No

business may be conducted unless a quorum is present.

27.2 If within half an hour of the time appointed for the meeting a quorum is

not present—

27.2.1 in the case of a Special Committee Meeting—the meeting lapses;



27.2.2 in any other case—the meeting shall stand adjourned to the same

place and the same time and day in the following week.

28 Presiding at Meetings of the MCC

28.1 At Meetings of the MCC —

28.1.1 the President or, in the President's absence, the Executive-

President presides; or

28.1.2 if the President and the Executive-President are absent, or are

unable to preside, the elected Councillors present must choose

someone to preside.

29 Voting at the Meetings of the MCC

29.1 Questions arising at a Meeting of the MCC, or at a Meeting of any Sub-

Committee or Project Working Group appointed by the MCC, shall be

determined on a show of hands.

29.2 Each elected Councillor present at the Committee Meeting, (including

the person presiding at the Meeting), is entitled to one vote and, in the

event of an equality of votes on any question, the person presiding may

exercise a second or casting vote.

30 Removal of President and/or Councillors

30.1 Any Meetings of the Council may, by resolution, remove the President

and/or any Councillors from the Office, before the expiration of the

Member's term of Office and appoint another Member to hold that Office

until the expiration of the term of the removed Member.

30.2 A Member who is the subject of a proposed resolution referred to in sub-

rule 30.1 may make representations in writing to the Secretary or

President of the Council (not exceeding a reasonable length) and may

request that representations be provided to the Members of the Council.

30.3 The Secretary or the President may give a copy of the representations to

each Member of the Council or, if they are not so given, the Member

may require that they be read out at the Meeting.

GENERAL PROVISIONS



31 Minutes of Meetings

31.1 The Secretary of the Council must keep minutes of the resolutions and

proceedings of each Meeting including each Committee Meeting,

Quarterly Meeting of the Council, Special General Meetings and the

Annual General Meeting.

31.2 The Secretary is responsible to establish and maintain current records of

all Members and Delegated Representatives present at the meetings.

32 Funds

32.1 The Treasurer of the Council must—

32.1.1 collect and receive all moneys due to the Council and make all

payments authorised by the Council; and

32.1.2 keep correct accounts and books showing the financial affairs of

the Council with full details of all receipts and expenditure

connected with the activities of the Council.

32.2 All cheques, drafts, bills of exchange, promissory notes and other

negotiable instruments must be signed by two Members of the MCC,

one of whom shall be the Treasurer or the Executive-President of the

Council.

32.3 The funds of the Council shall be derived from Application Fees, annual

Subscription Fees, donations and such other sources as the MCC

determines.

33 Notice to Members

33.1 Except for the requirement in Rule 12, any notice that is required to be

given to a Member, by or on behalf of the Council, under these Rules

may be given by—

33.1.1 delivering the notice to the Member personally; or

33.1.2 sending it by prepaid post addressed to the Member at that

Member's address shown in the Register of Members; or

33.1.3 facsimile transmission, if the Member has requested; or

33.1.4 electronic transmission, if the Member has requested.

34 Winding up



34.1 In the event of the winding up or the cancellation of the incorporation of

the Council, the assets of the Council must be disposed of in accordance

with the provisions of the Act.

35 Custody and inspection of books and records

35.1 Except as otherwise provided in these Rules, the Secretary must keep in

his/her custody or under his/her control all books, documents and

securities of the Council.

35.2 All accounts, books, securities and any other relevant documents of the

Council must be available for inspection, free of charge by any Member

upon request.

i

APPENDIX 1

APPLICATION FOR MEMBERSHIP OF VICTORIAN HUNGARIAN COUNCIL

We, of (A.C.N/A.B.N………………..) (name of the Organisation) (address)

desire to become a Member/Associate Member of the Victorian Hungarian Council.

The primary operation/interest of the applicant organisation is:

Hungarian Tradition and History;

Cultural, Folklore and Language Heritage;

Social Activities;

Senior Citizens Services;

Sport and Recreational Activities;

Religion;

Family Services;

Youth and Children;

Education and Training;

Health/Aged Care Services;

Social Welfare or Community Planning Services;

Multicultural Education and Services;

Management Committee of the Council;

Name the Specific Service:……………………………………………

In the event of my admission as a Member/Associate Member, we agree to be bound by the Rules of the Council for the time being in force and advise that our organisation will be represented by

1.………………………………………………………………………………… 2…………………………………………………………………………………. as Delegated Representatives on behalf of the (name of applicant organisation/group) at Meetings of the Council.

______________________ _____________________________

Signature(s) of the Authorised (Office Bearer) Applicant (Organisation)

Date: / /

ii

ENDORSEMENT

We……………………………………..of……………………………………. accept the Terms of the Constitution, as becoming a Member and/or Associated Member of the Victorian Hungarian Council.

The (Proposed) Terms of the Constitution together with our statement herein was displayed for 30 days on the main Information Board at the Member’s meeting room/internet site (www. .com.au) and explanation of its provisions were given to the entire Membership before being put forward for ENDORSEMENT at the Special General Meeting/Annual General Meeting.

*(Associated Members only) “Should we obtain Membership at the Victorian Hungarian Council, the current and future Members of (the Applicant unincorporated organisation)…………………… shall keep all its membership obligations and responsibilities separate and make commitment to indemnify the Victorian Hungarian Council from all and any liabilities associated with our own membership at……………………………...‖ Minutes of the Special/Annual General Meeting are sighted by the Secretary and a copy including the signatures, names and address of the Members are enclosed.

Endorsed by the Special/Annual General Meeting of ..............day ...................20

________________________

Signature Secretary (Applicant’s Organisation)

PROPOSED BY NOMINATION

I, , a Member of the Council, (name)

nominate the applicant, who is personally known to me, for Membership of the Council.

Signature of Proposer

Date

I, , a Member of the Council, second (name)

the nomination of the applicant, who is personally known to me, for Membership of the Council.

Signature of Seconder

Date

iii

APPENDIX 2

SCHEDULE OF FEES

Fee Amount

Application Fees – Member $240.00

Application Fees – Associate Member $120.00

Annual Subscription Fees - Member $120.00

Annual Subscription Fees – Associate Member $ 60.00

APPENDIX 3

SCHEDULE 1

Foundation Members Date of Endorsement

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