UOVLG Draft Constitution May 2014

8/12/2019 UOVLG Draft Constitution May 2014

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Upper Ovens Valley Landcare Group

Incorporated

Rules of Association


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May 2014

UOVLG Rules of Association May 2014

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TAL! O" #O$T!$T%

Regulation Page

PART 1PRELIMINARY 5

1 Name 5

2 Purposes 5H. TO ESTABLISH AND MAINTAIN A PUBLIC FUND TO BE CALLED THE UPPER OVENS

VALLEY LANDCARE GROUP PUBLIC FUND FOR THE SPECIFIC PURPOSE OF SUPPORTING

THE ENVIRONMENTAL OBJECTS/PURPOSES OF THE UPPER OVENS VALLEY LANDCARE

GROUP INCORPORATED. THE FUND IS ESTABLISHED TO RECEIVE ALL GIFTS OF MONEY

OR PROPERTY FOR THIS PURPOSE AND ANY MONEY RECEIVED BECAUSE OF SUCH GIFTS

MUST BE CREDITED TO ITS BANK ACCOUNT. THE FUND MUST NOT RECEIVE ANY OTHER

MONEY OR PROPERTY INTO ITS ACCOUNT AND IT MUST COMPLY WITH SUBDIVISION 3!E

OF THE INCOME TA" ASSESSMENT ACT 1##$. 5

3 Financial year 6 4 Definitions 6

PART 2POWERS OF ASSOCIATION $

5 Powers of Association 7 6 Not for profit organisation 7

PART 3MEMBERS% DISCIPLINARY PROCEDURES AND GRIEVANCES.........................................................$

D&'&(&)* 1M+,-+(&0 $

7 Minimum numer of memers 7

! "#o is eligile to e a memer 7 $ Application for memers#ip !

1% &onsi'eration of application ! 11 New memers#ip !

12 Annual suscription an' fee on (oining ! 13 )eneral rig#ts of memers $

14 Associate memers $ 15 *ig#ts not transferale $

16 &easing memers#ip $ 17 *esigning as a memer $

1! *egister of memers 1%

D&'&(&)* 2D&(&0&*4 &)* 1

1$ )roun's for ta+ing 'isciplinary action 1% 2% Disciplinary sucommittee 1%

21 Notice to memer 11 22 Decision of sucommittee 11

23 Appeal rig#ts 11 24 &on'uct of 'isciplinary appeal meeting 12

D&'&(&)* 3G&+'*+ 0)+67+ 12

25 Application 12 12

26 Parties must attempt to resol,e t#e 'ispute 12

27 Appointment of me'iator 12 2! Me'iation process 13

2$ Failure to resol,e 'ispute y me'iation 13PART 8GENERAL MEETINGS OF THE ASSOCIATION 13

3% Annual general meetings 13 14

31 -pecial general meetings 14

32 -pecial general meeting #el' at re.uest of memers 14 33 Notice of general meetings 14

34 Pro/ies 15 35 0se of tec#nology 15 36 uorum at general meetings 16


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37 A'(ournment of general meeting 16

3! oting at general meeting 17 3$ -pecial resolutions 17

4% Determining w#et#er resolution carrie' 17 41 Minutes of general meeting 17

PART 5COMMITTEE 19

D&'&(&)* 1P):+( ); C),,&++ 19

42 *ole an' powers 1! 43 Delegation 1!

D&'&(&)* 2C),0)(&&)* ); C),,&++ *6 67&+( ); ,+,-+( 19

44 &omposition of &ommittee 1!

45 )eneral Duties 1$ 46 Presi'ent an' icePresi'ent 1$

47 -ecretary 1$ 4! reasurer 2%

D&'&(&)* 3E+&)* ); C),,&++ ,+,-+( *6 +*7+ ); );;&+ 2

4$ "#o is eligile to e a &ommittee memer 2% 5% Positions to e 'eclare' ,acant 2%

51 Nominations 21

52 lection of Presi'ent etc 21 53 lection of or'inary memers 21

54 allot 21 55 erm of office 22

56 acation of office 22 57 Filling casual ,acancies 23

D&'&(&)* 8M++&*


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Model Rules for an Incorporated Association

Note

The persons who from time to time are members of the Association are an incorporated association by the namegiven in rule 1 of these Rules.

Under section 46 of theAssociations Incorporation Reform Act 2012 these Rules are ta!en to constitute theterms of a contract between the Association and its members.

&ART 1'&R!LIMI$AR(

1 $a)e

The name of the incorporated association is Upper O!ens Valley LandcareGroup "ncorporated#$

Note

Under section "# of the Act the name of the association and its registration number must appearon all its business documents.

2 &urposes

The purposes of the association are% &

A$ To encoura'e a community (ide) cooperati!e) multidisciplinary approachto carin' for the land$

*$ To promote sustaina+le land and (ater mana'ement practices that+alance% & economics and ecolo'y producti!ity and resource protection

And that aim to% & "ncrease the di!ersity and a+undance of indi'enous flora

Reduce soil and nutrient loss ,liminate pest plants and animals -ecrease chemical usa'e "mpro!e (ater .uality "mpro!e soil .uality and fertility "mpro!e +io&lin/s

$ To encoura'e lando(ners to em+race practice chan'e to enhanceecosystem ser!ices and to impro!e prospects for sustaina+le a'riculture and+io&di!ersity$

-$ To en'a'e the community in increased a(areness of en!ironmentalsensiti!ities and increase their participation in pu+lic land mana'ement$

,$ To en'a'e suita+ly .ualified people as necessary) (hen funds allo() tocoordinate and facilitate initiati!es and strate'ies that ad!ance Landcare andecosystem ser!ice enhancement$

$ To raise money +y 'ift or su+scription or other(ise as the committee maysee fit$

G$ To do all such thin's as are incidental or conduci!e to the attainment ofthe o+ects and to e3ercise of the po(ers of the Association$

$ To esta*lis+ and )aintain a pu*lic fund to *e called t+e Upper OvensValley Landcare Group &u*lic "und for t+e specific purpose of


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supportin, t+e environ)ental o*-ects.purposes of t+e Upper OvensValley Landcare Group Incorporated/ T+e "und is esta*lis+ed to receiveall ,ifts of )oney or property for t+is purpose and any )oney received*ecause of suc+ ,ifts )ust *e credited to its *an account/ T+e "und)ust not receive any ot+er )oney or property into its account and it)ust co)ply it+ su*division 03! of t+e Inco)e Ta Assess)ent Act1556/

"inancial year

The financial year of the Association is each period of 12 months endin' on 5une60th

4 7efinitions"n these Rules7

absolute majority) of the ommittee) means a maority of the committeemem+ers currently holdin' office and entitled to !ote at the time 8as distinctfrom a maority of committee mem+ers present at a committee meetin'9:

associate member means a mem+er referred to in rule 14819:

Chairperson) of a 'eneral meetin' or committee meetin') means the personchairin' the meetin' as re.uired under rule 4;:

Committee means the ommittee ha!in' mana'ement of the +usiness of the

Association:

committee meeting means a meetin' of the ommittee held in accordance (iththese Rules:

committee member means a mem+er of the ommittee elected or appointedunder -i!ision 6 of


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special resolution means a resolution that re.uires not less than three&.uartersof the mem+ers !otin' at a 'eneral meetin') (hether in person or +y pro3y)to !ote in fa!our of the resolution:

the Act means the Associations Incorporation Refor) Act 2012 and includesany re'ulations made under that Act:

the Registrar means the Re'istrar of "ncorporated Associations$

&ART 2'&O8!R% O" A%%O#IATIO$

9 &oers of Association

819 >u+ect to the Act) the Association has po(er to do all thin's incidental orconduci!e to achie!e its purposes$

829 ?ithout limitin' su+rule 819) the Association may7

8a9 ac.uire) hold and dispose of real or personal property:

8+9 open and operate accounts (ith financial institutions:

8c9 in!est its money in any security in (hich trust monies may la(fully +ein!ested:

8d9 raise and +orro( money on any terms and in any manner as it thin/s fit:

8e9 secure the repayment of money raised or +orro(ed) or the payment of a de+tor lia+ility:

8f9 appoint a'ents to transact +usiness on its +ehalf:

8'9 enter into any other contract it considers necessary or desira+le$

869 The Association may only e3ercise its po(ers and use its income and assets8includin' any surplus9 for its purposes$

: $ot for profit or,anisation

819 The Association must not distri+ute any surplus) income or assets directly orindirectly to its mem+ers$

829 >u+rule 819 does not pre!ent the Association from payin' a mem+er7

8a9 reim+ursement for e3penses properly incurred +y the mem+er: or

8+9 for 'oods or ser!ices pro!ided +y the mem+er7

if this is done in 'ood faith on terms no more fa!oura+le than if the mem+er (asnot a mem+er$

Note

$ection ## of the Act provides that an incorporated association must not secure pecuniary profitfor its members. $ection 4 of the Act sets out in more detail the circumstances under which anincorporated association is not ta!en to secure pecuniary profit for its members.

&ART 'M!M!R%; 7I%#I&LI$AR( &RO#!7UR!% A$7 GRI!VA$#!%

7ivision 1'Me)*ers+ip

6 Mini)u) nu)*er of )e)*ers

The Association must ha!e at least = mem+ers$

< 8+o is eli,i*le to *e a )e)*er


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Any person (ho supports the purposes of the Association is eli'i+le formem+ership$

5 Application for )e)*ers+ip

819 To apply to +ecome a mem+er of the Association) a person must su+mit a (rittenapplication to a committee mem+er statin' that the person7

8a9 (ishes to +ecome a mem+er of the Association: and

8+9 supports the purposes of the Association: and

8c9 a'rees to comply (ith these Rules$

829 The application7

8a9 must +e si'ned +y the applicant: and

8+9 may +e accompanied +y the oinin' fee$

$ote

The oinin' fee is the fee 8if any9 determined +y the Association under rule 12869$

10 #onsideration of application819 As soon as practica+le after an application for mem+ership is recei!ed) the

ommittee must decide +y resolution (hether to accept or reect the application$

829 The ommittee must notify the applicant in (ritin' of its decision as soon aspractica+le after the decision is made$

869 "f the ommittee reects the application) it must return any money accompanyin'the application to the applicant$

849 @o reason need +e 'i!en for the reection of an application$

11 $e )e)*ers+ip

819 "f an application for mem+ership is appro!ed +y the ommittee7

8a9 the resolution to accept the mem+ership must +e recorded in the minutesof the committee meetin': and

8+9 the >ecretary must) as soon as practica+le) enter the name and address ofthe ne( mem+er) and the date of +ecomin' a mem+er) in the re'ister ofmem+ers$

829 A person +ecomes a mem+er of the Association and) su+ect to rule 16829) isentitled to e3ercise his or her ri'hts of mem+ership from the date) (hiche!er is thelater) on (hich7

8a9 the ommittee appro!es the persons mem+ership: or

8+9 the person pays the oinin' fee$

12 Annual su*scription and fee on -oinin,

819 At each annual 'eneral meetin') the Association must determine7

8a9 the amount of the annual su+scription 8if any9 for the follo(in' financial year:and

8+9 the date for payment of the annual su+scription$

829 The Association may determine that a lo(er annual su+scription is paya+le +y

associate mem+ers$


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869 The Association may determine that any ne( mem+er (ho oins after the start ofa financial year must) for that financial year) pay a fee e.ual to7

8a9 the full annual su+scription: or

8+9 a pro rata annual su+scription +ased on the remainin' part of the financialyear: or

8c9 a fi3ed amount determined from time to time +y the Association$

849 The ri'hts of a mem+er 8includin' the ri'ht to !ote9 (ho has not paid the annualsu+scription +y the due date are suspended until the su+scription is paid$

1 General ri,+ts of )e)*ers

819 A mem+er of the Association (ho is entitled to !ote has the ri'ht7

8a9 to recei!e notice of 'eneral meetin's and of proposed special resolutions inthe manner and time prescri+ed +y these Rules: and

8+9 to su+mit items of +usiness for consideration at a 'eneral meetin': and

8c9 to attend and +e heard at 'eneral meetin's: and

8d9 to !ote at a 'eneral meetin': and

8e9 to ha!e access to the minutes of 'eneral meetin's and other documents ofthe Association as pro!ided under rule B=: and

8f9 to inspect the re'ister of mem+ers$

829 A mem+er is entitled to !ote if7

8a9 the mem+er is a mem+er other than an associate mem+er: and

8+9 more than 10 +usiness days ha!e passed since he or she +ecame a mem+erof the Association: and

8c9 the mem+ers mem+ership ri'hts are not suspended for any reason$

14 Associate )e)*ers

819 Associate mem+ers of the Association include7

8a9 any mem+ers under the a'e of 1= years: and

8+9 any other cate'ory of mem+er as determined +y special resolution at a'eneral meetin'$

829 An associate mem+er must not !ote +ut may ha!e other ri'hts as determined +ythe ommittee or +y resolution at a 'eneral meetin'$

19 Ri,+ts not transfera*le

The ri'hts of a mem+er are not transfera+le and end (hen mem+ership ceases$

1: #easin, )e)*ers+ip

819 The mem+ership of a person ceases on resi'nation) e3pulsion or death$

829 "f a person ceases to +e a mem+er of the Association) the >ecretary must) assoon as practica+le) enter the date the person ceased to +e a mem+er in there'ister of mem+ers$

16 Resi,nin, as a )e)*er

819 A mem+er may resi'n +y notice in (ritin' 'i!en to the Association$

$ote


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Rule B4869 sets out ho( notice may +e 'i!en to the association$ "t includes +y post or +y handin'the notice to a mem+er of the committee$

829 A mem+er is ta/en to ha!e resi'ned if7

8a9 the mem+ers annual su+scription is more than 12 months in arrears: or

8+9 (here no annual su+scription is paya+le7

8i9 the >ecretary has made a (ritten re.uest to the mem+er to confirm thathe or she (ishes to remain a mem+er: and

8ii9 the mem+er has not) (ithin 6 months after recei!in' that re.uest)confirmed in (ritin' that he or she (ishes to remain a mem+er$

1< Re,ister of )e)*ers

819 The >ecretary must /eep and maintain a re'ister of mem+ers that includes7

8a9 for each current mem+er7

8i9 the mem+ers name:

8ii9 the address for notice last 'i!en +y the mem+er:

8iii9 the date of +ecomin' a mem+er:

8i!9 if the mem+er is an associate mem+er) a note to that effect:

8!9 any other information determined +y the ommittee: and

8+9 for each former mem+er) the date of ceasin' to +e a mem+er$

829 Any mem+er may) at a reasona+le time and free of char'e) inspect the re'ister ofmem+ers$

Note

Under section %& of the Act access to the personal information of a person recorded in the

register of members may be restricted in certain circumstances. $ection %' of the Act providesthat it is an offence to ma!e improper use of information about a person obtained from theRegister of (embers.

7ivision 2'7isciplinary action

15 Grounds for tain, disciplinary action

The Association may ta/e disciplinary action a'ainst a mem+er in accordance(ith this -i!ision if it is determined that the mem+er7

8a9 has failed to comply (ith these Rules: or

8+9 refuses to support the purposes of the Association: or

8c9 has en'a'ed in conduct preudicial to the Association$

20 7isciplinary su*co))ittee

819 "f the ommittee is satisfied that there are sufficient 'rounds for ta/in' disciplinaryaction a'ainst a mem+er) the ommittee must appoint a disciplinarysu+committee to hear the matter and determine (hat action) if any) to ta/ea'ainst the mem+er$

829 The mem+ers of the disciplinary su+committee7

8a9 may +e ommittee mem+ers) mem+ers of the Association or anyone else:+ut

8+9 must not +e +iased a'ainst) or in fa!our of) the mem+er concerned$


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21 $otice to )e)*er

819 *efore disciplinary action is ta/en a'ainst a mem+er) the >ecretary must 'i!e(ritten notice to the mem+er7

8a9 statin' that the Association proposes to ta/e disciplinary action a'ainst themem+er: and

8+9 statin' the 'rounds for the proposed disciplinary action: and

8c9 specifyin' the date) place and time of the meetin' at (hich the disciplinarysu+committee intends to consider the disciplinary action 8the disciplinarymeeting9: and

8d9 ad!isin' the mem+er that he or she may do one or +oth of the follo(in'7

8i9 attend the disciplinary meetin' and address the disciplinarysu+committee at that meetin':

8ii9 'i!e a (ritten statement to the disciplinary su+committee at any time+efore the disciplinary meetin': and

8e9 settin' out the mem+ers appeal ri'hts under rule 26$829 The notice must +e 'i!en no earlier than 2C days) and no later than 14 days)

+efore the disciplinary meetin' is held$

22 7ecision of su*co))ittee

819 At the disciplinary meetin') the disciplinary su+committee must7

8a9 'i!e the mem+er an opportunity to +e heard: and

8+9 consider any (ritten statement su+mitted +y the mem+er$

829 After complyin' (ith su+rule 819) the disciplinary su+committee may7

8a9 ta/e no further action a'ainst the mem+er: or

8+9 su+ect to su+rule 8697

8i9 reprimand the mem+er: or

8ii9 suspend the mem+ership ri'hts of the mem+er for a specified period: or

8iii9 e3pel the mem+er from the Association$

869 The disciplinary su+committee may not fine the mem+er$

849 The suspension of mem+ership ri'hts or the e3pulsion of a mem+er +y thedisciplinary su+committee under this rule ta/es effect immediately after the !ote is

passed$ 2 Appeal ri,+ts

819 A person (hose mem+ership ri'hts ha!e +een suspended or (ho has +eene3pelled from the Association under rule 22 may 'i!e notice to the effect that heor she (ishes to appeal a'ainst the suspension or e3pulsion$

829 The notice must +e in (ritin' and 'i!en7

8a9 to the disciplinary su+committee immediately after the !ote to suspend ore3pel the person is ta/en: or

8+9 to the >ecretary not later than 4C hours after the !ote$


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869 "f a person has 'i!en notice under su+rule 829) a disciplinary appeal meetin' must+e con!ened +y the ommittee as soon as practica+le) +ut in any e!ent not laterthan 21 days) after the notice is recei!ed$

849 @otice of the disciplinary appeal meetin' must +e 'i!en to each mem+er of theAssociation (ho is entitled to !ote as soon as practica+le and must7

8a9 specify the date) time and place of the meetin': and

8+9 state7

8i9 the name of the person a'ainst (hom the disciplinary action has +eenta/en: and

8ii9 the 'rounds for ta/in' that action: and

8iii9 that at the disciplinary appeal meetin' the mem+ers present must !oteon (hether the decision to suspend or e3pel the person should +eupheld or re!o/ed$

24 #onduct of disciplinary appeal )eetin,

819 At a disciplinary appeal meetin'78a9 no +usiness other than the .uestion of the appeal may +e conducted: and

8+9 the ommittee must state the 'rounds for suspendin' or e3pellin' themem+er and the reasons for ta/in' that action: and

8c9 the person (hose mem+ership has +een suspended or (ho has +eene3pelled must +e 'i!en an opportunity to +e heard$

829 After complyin' (ith su+rule 819) the mem+ers present and entitled to !ote at themeetin' must !ote +y secret +allot on the .uestion of (hether the decision tosuspend or e3pel the person should +e upheld or re!o/ed$

869 A mem+er may not !ote +y pro3y at the meetin'$

849 The decision is upheld if not less than three .uarters of the mem+ers !otin' at themeetin' !ote in fa!our of the decision$

7ivision 'Grievance procedure

29 Application

819 The 'rie!ance procedure set out in this -i!ision applies to disputes under theseRules +et(een7

8a9 a mem+er and another mem+er:

8+9 a mem+er and the ommittee:

8c9 a mem+er and the Association$

829 A mem+er must not initiate a 'rie!ance procedure in relation to a matter that isthe su+ect of a disciplinary procedure until the disciplinary procedure has +eencompleted$

2: &arties )ust atte)pt to resolve t+e dispute

The parties to a dispute must attempt to resol!e the dispute +et(een themsel!es

(ithin 14 days of the dispute comin' to the attention of each party$

26 Appoint)ent of )ediator


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819 "f the parties to a dispute are una+le to resol!e the dispute +et(een themsel!es(ithin the time re.uired +y rule 2;) the parties must (ithin 10 days7

8a9 notify the ommittee of the dispute: and

8+9 a'ree to or re.uest the appointment of a mediator: and

8c9 attempt in 'ood faith to settle the dispute +y mediation$

829 The mediator must +e78a9 a person chosen +y a'reement +et(een the parties: or

8+9 in the a+sence of a'reement7

8i9 if the dispute is +et(een a mem+er and another mem+er7a personappointed +y the ommittee: or

8ii9 if the dispute is +et(een a mem+er and the ommittee or theAssociation7a person appointed or employed +y the -ispute>ettlement entre of Victoria$

869 A mediator appointed +y the ommittee may +e a mem+er or former mem+er of

the Association +ut in any case must not +e a person (ho7

8a9 has a personal interest in the dispute: or

8+9 is +iased in fa!our of or a'ainst any party$

2< Mediation process

819 The mediator to the dispute) in conductin' the mediation) must7

8a9 'i!e each party e!ery opportunity to +e heard: and

8+9 allo( due consideration +y all parties of any (ritten statement su+mitted +yany party: and

8c9 ensure that natural ustice is accorded to the parties throu'hout the mediationprocess$

829 The mediator must not determine the dispute$

25 "ailure to resolve dispute *y )ediation

"f the mediation process does not resol!e the dispute) the parties may see/ toresol!e the dispute in accordance (ith the Act or other(ise at la($

&ART 4'G!$!RAL M!!TI$G% O" T=! A%%O#IATIO$

0 Annual ,eneral )eetin,s819 The ommittee must con!ene an annual 'eneral meetin' of the Association to +e

held (ithin = months after the end of each financial year$

829 -espite su+rule 819) the Association may hold its first annual 'eneral meetin' atany time (ithin 1C months after its incorporation$

869 The ommittee may determine the date) time and place of the annual 'eneralmeetin'$

849 The ordinary +usiness of the annual 'eneral meetin' is as follo(s7

8a9 to confirm the minutes of the pre!ious annual 'eneral meetin' and of any

special 'eneral meetin' held since then:

8+9 to recei!e and consider7


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819 The >ecretary 8or) in the case of a special 'eneral meetin' con!ened under rule62869) the mem+ers con!enin' the meetin'9 must 'i!e to each mem+er of theAssociation7

8a9 at least 21 days notice of a 'eneral meetin' if a special resolution is to +eproposed at the meetin': or

8+9 at least 14 days notice of a 'eneral meetin' in any other case$

829 The notice must7

8a9 specify the date) time and place of the meetin': and

8+9 indicate the 'eneral nature of each item of +usiness to +e considered at themeetin': and

8c9 if a special resolution is to +e proposed7

8i9 state in full the proposed resolution: and

8ii9 state the intention to propose the resolution as a special resolution: and

8d9 comply (ith rule 648=9$

869 This rule does not apply to a disciplinary appeal meetin'$

Note

Rule "#+4, sets out the re-uirements for notice of a disciplinary appeal meeting.

4 &roies

819 A mem+er may appoint another mem+er as his or her pro3y to !ote and spea/ onhis or her +ehalf at a 'eneral meetin' other than at a disciplinary appeal meetin'$

829 The appointment of a pro3y must +e in (ritin' and si'ned +y the mem+er ma/in'the appointment$

869 The mem+er appointin' the pro3y may 'i!e specific directions as to ho( the pro3yis to !ote on his or her +ehalf) other(ise the pro3y may !ote on +ehalf of themem+er in any matter as he or she sees fit$

849 "f the ommittee has appro!ed a form for the appointment of a pro3y) the mem+ermay use any other form that clearly identifies the person appointed as themem+ers pro3y and that has +een si'ned +y the mem+er$

8=9 @otice of a 'eneral meetin' 'i!en to a mem+er under rule 66 must7

8a9 state that the mem+er may appoint another mem+er as a pro3y for themeetin': and

8+9 include a copy of any form that the ommittee has appro!ed for theappointment of a pro3y$

8;9 A form appointin' a pro3y must +e 'i!en to the hairperson of the meetin' +eforeor at the commencement of the meetin'$

8B9 A form appointin' a pro3y sent +y post or electronically is of no effect unless it isrecei!ed +y the Association no later than 24 hours +efore the commencement ofthe meetin'$

9 Use of tec+nolo,y

819 A mem+er not physically present at a 'eneral meetin' may +e permitted toparticipate in the meetin' +y the use of technolo'y that allo(s that mem+er and


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the mem+ers present at the meetin' to clearly and simultaneously communicate(ith each other$

829 or the purposes of this


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< Votin, at ,eneral )eetin,

819 On any .uestion arisin' at a 'eneral meetin'7

8a9 su+ect to su+rule 869) each mem+er (ho is entitled to !ote has one !ote: and

8+9 mem+ers may !ote personally or +y pro3y: and

8c9 e3cept in the case of a special resolution) the .uestion must +e decided on a

maority of !otes$829 "f !otes are di!ided e.ually on a .uestion) the hairperson of the meetin' has a

second or castin' !ote$

869 "f the .uestion is (hether or not to confirm the minutes of a pre!ious meetin') onlymem+ers (ho (ere present at that meetin' may !ote$

849 This rule does not apply to a !ote at a disciplinary appeal meetin' conductedunder rule 24$

5 %pecial resolutions

A special resolution is passed if not less than three .uarters of the mem+ers

!otin' at a 'eneral meetin' 8(hether in person or +y pro3y9 !ote in fa!our of theresolution$

Note

n addition to certain matters specified in the Act a special resolution is re-uired

+a, to remove a committee member from office 2

+b, to alter these Rules including changing the name or any of the purposes of the Association.

40 7eter)inin, +et+er resolution carried

819 >u+ect to su+section 829) the hairperson of a 'eneral meetin' may) on the +asisof a sho( of hands) declare that a resolution has +een7

8a9 carried: or

8+9 carried unanimously: or

8c9 carried +y a particular maority: or

8d9 lost7

and an entry to that effect in the minutes of the meetin' is conclusi!e proof of thatfact$

829 "f a poll 8(here !otes are cast in (ritin'9 is demanded +y three or more mem+erson any .uestion7

8a9 the poll must +e ta/en at the meetin' in the manner determined +y thehairperson of the meetin': and

8+9 the hairperson must declare the result of the resolution on the +asis of thepoll$

869 A poll demanded on the election of the hairperson or on a .uestion of anadournment must +e ta/en immediately$

849 A poll demanded on any other .uestion must +e ta/en +efore the close of themeetin' at a time determined +y the hairperson$

41 Minutes of ,eneral )eetin,


1$


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819 The ommittee must ensure that minutes are ta/en and /ept of each 'eneralmeetin'$

829 The minutes must record the +usiness considered at the meetin') any resolutionon (hich a !ote is ta/en and the result of the !ote$

869 "n addition) the minutes of each annual 'eneral meetin' must include7

8a9 the names of the mem+ers attendin' the meetin': and

8+9 pro3y forms 'i!en to the hairperson of the meetin' under rule 648;9: and

8c9 the financial statements su+mitted to the mem+ers in accordance (ith rule608498+98ii9: and

8d9 the certificate si'ned +y t(o committee mem+ers certifyin' that the financialstatements 'i!e a true and fair !ie( of the financial position and performanceof the Association: and

8e9 any audited accounts and auditors report or report of a re!ie( accompanyin'the financial statements that are re.uired under the Act$

&ART 9'#OMMITT!!

7ivision 1'&oers of #o))ittee

42 Role and poers

819 The +usiness of the Association must +e mana'ed +y or under the direction of aommittee$

829 The ommittee may e3ercise all the po(ers of the Association e3cept thosepo(ers that these Rules or the Act re.uire to +e e3ercised +y 'eneral meetin's ofthe mem+ers of the Association$

869 The ommittee may7

8a9 appoint and remo!e staff:

8+9 esta+lish su+committees consistin' of mem+ers (ith terms of reference itconsiders appropriate$

4 7ele,ation

819 The ommittee may dele'ate to a mem+er of the ommittee) a su+committee orstaff) any of its po(ers and functions other than7

8a9 this po(er of dele'ation: or

8+9 a duty imposed on the ommittee +y the Act or any other la($

829 The dele'ation must +e in (ritin' and may +e su+ect to the conditions andlimitations the ommittee considers appropriate$

869 The ommittee may) in (ritin') re!o/e a dele'ation (holly or in part$

7ivision 2'#o)position of #o))ittee and duties of )e)*ers

44 #o)position of #o))ittee

The ommittee consists of7

8a9 a


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8c9 a >ecretary: and

8d9 a Treasurer: and

8e9 ordinary mem+ers 8if any9 elected under rule =6$

49 General 7uties

819 As soon as practica+le after +ein' elected or appointed to the ommittee) each

committee mem+er must +ecome familiar (ith these Rules and the Act$829 The ommittee is collecti!ely responsi+le for ensurin' that the Association

complies (ith the Act and that indi!idual mem+ers of the ommittee comply (iththese Rules$

869 ommittee mem+ers must e3ercise their po(ers and dischar'e their duties (ithreasona+le care and dili'ence$

849 ommittee mem+ers must e3ercise their po(ers and dischar'e their duties7

8a9 in 'ood faith in the +est interests of the Association: and

8+9 for a proper purpose$

8=9 ommittee mem+ers and former committee mem+ers must not ma/e improperuse of7

8a9 their position: or

8+9 information ac.uired +y !irtue of holdin' their position7

so as to 'ain an ad!anta'e for themsel!es or any other person or to causedetriment to the Association$

Note

$ee also 3ivision # of Part 6 of the Act which sets out the general duties of the office holders of anincorporated association.

8;9 "n addition to any duties imposed +y these Rules) a committee mem+er mustperform any other duties imposed from time to time +y resolution at a 'eneralmeetin'$

4: &resident and Vice3&resident

819 >u+ect to su+rule 829) the


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829 The >ecretary must7

8a9 maintain the re'ister of mem+ers in accordance (ith rule 1C: and

8+9 /eep custody of the common seal 8if any9 of the Association and) e3cept forthe financial records referred to in rule B0869) all +oo/s) documents andsecurities of the Association in accordance (ith rules B2 and B=: and

8c9 su+ect to the Act and these Rules) pro!ide mem+ers (ith access to the

re'ister of mem+ers) the minutes of 'eneral meetin's and other +oo/s anddocuments: and

8d9 perform any other duty or function imposed on the >ecretary +y these Rules$

869 The >ecretary must 'i!e to the Re'istrar notice of his or her appointment (ithin14 days after the appointment$

4< Treasurer

819 The Treasurer must7

8a9 recei!e all moneys paid to or recei!ed +y the Association and issue receipts

for those moneys in the name of the Association: and8+9 ensure that all moneys recei!ed are paid into the account of the Association

(ithin = (or/in' days after receipt: and

8c9 ma/e any payments authorised +y the ommittee or +y a 'eneral meetin' ofthe Association from the Associations funds: and

8d9 ensure che.ues are si'ned +y at least 2 committee mem+ers$

829 The Treasurer must7

8a9 ensure that the financial records of the Association are /ept in accordance(ith the Act: and

8+9 coordinate the preparation of the financial statements of the Association andtheir certification +y the ommittee prior to their su+mission to the annual'eneral meetin' of the Association$

869 The Treasurer must ensure that at least one other committee mem+er has accessto the accounts and financial records of the Association$

7ivision '!lection of #o))ittee )e)*ers and tenure of office

45 8+o is eli,i*le to *e a #o))ittee )e)*er

A mem+er is eli'i+le to +e elected or appointed as a committee mem+er if themem+er7

8a9 is 1C years or o!er: and

8+9 is entitled to !ote at a 'eneral meetin'$

90 &ositions to *e declared vacant

819 This rule applies to7

8a9 the first annual 'eneral meetin' of the Association after its incorporation: or

8+9 any su+se.uent annual 'eneral meetin' of the Association) after the annualreport and financial statements of the Association ha!e +een recei!ed$

829 The hairperson of the meetin' must declare all positions on the ommittee!acant and hold elections for those positions in accordance (ith rules =1 to =4$


2


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91 $o)inations

819


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Eample

f a member has been appointed the pro/y of % other members the member must be given 6ballot papersone for the member and one each for the other members.

8;9 "f the +allot is for a sin'le position) the !oter must (rite on the +allot paper thename of the candidate for (hom they (ish to !ote$

8B9 "f the +allot is for more than one position7

8a9 the !oter must (rite on the +allot paper the name of each candidate for(hom they (ish to !ote:

8+9 the !oter must not (rite the names of more candidates than the num+er to +eelected$

8C9 *allot papers that do not comply (ith su+rule 8B98+9 are not to +e counted$

8E9 ,ach +allot paper on (hich the name of a candidate has +een (ritten counts asone !ote for that candidate$

8109 The returnin' officer must declare elected the candidate or) in the case of anelection for more than one position) the candidates (ho recei!ed the most !otes$

8119 "f the returnin' officer is una+le to declare the result of an election under su+rule8109 +ecause 2 or more candidates recei!ed the same num+er of !otes) thereturnin' officer must7

8a9 conduct a further election for the position in accordance (ith su+rules 849 to8109 to decide (hich of those candidates is to +e elected: or

8+9 (ith the a'reement of those candidates) decide +y lot (hich of them is to +eelected$

Eamples

The choice of candidate may be decided by the toss of a coin drawing straws or drawing a

name out of a hat.

99 Ter) of office

819 >u+ect to su+rule 869 and rule =;) a committee mem+er holds office until thepositions of the ommittee are declared !acant at the ne3t annual 'eneralmeetin'$

829 A committee mem+er may +e re&elected$

869 A 'eneral meetin' of the Association may7

8a9 +y special resolution remo!e a committee mem+er from office: and

8+9 elect an eli'i+le mem+er of the Association to fill the !acant position inaccordance (ith this -i!ision$

849 A mem+er (ho is the su+ect of a proposed special resolution under su+rule 8698a9may ma/e representations in (ritin' to the >ecretary or ecretary or the


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819 A committee mem+er may resi'n from the ommittee +y (ritten notice addressedto the ommittee$

829 A person ceases to +e a committee mem+er if he or she7

8a9 ceases to +e a mem+er of the Association: or

8+9 fails to attend 6 consecuti!e committee meetin's 8other than special orur'ent committee meetin's9 (ithout lea!e of a+sence under rule ;B: or

8c9 other(ise ceases to +e a committee mem+er +y operation of section BC ofthe Act$

Note

A 0ommittee member may not hold the office of secretary if they do not reside in Australia.

96 "illin, casual vacancies

819 The ommittee may appoint an eli'i+le mem+er of the Association to fill a positionon the ommittee that7

8a9 has +ecome !acant under rule =;: or

8+9 (as not filled +y election at the last annual 'eneral meetin'$

829 "f the position of >ecretary +ecomes !acant) the ommittee must appoint amem+er to the position (ithin 14 days after the !acancy arises$

869 Rule == applies to any committee mem+er appointed +y the ommittee undersu+rule 819 or 829$

849 The ommittee may continue to act despite any !acancy in its mem+ership$

7ivision 4'Meetin,s of #o))ittee

9< Meetin,s of #o))ittee

819 The ommittee must meet at least 4 times in each year at the dates) times andplaces determined +y the ommittee$

829 The date) time and place of the first committee meetin' must +e determined +ythe mem+ers of the ommittee as soon as practica+le after the annual 'eneralmeetin' of the Association at (hich the mem+ers of the ommittee (ere elected$

869 >pecial committee meetin's may +e con!ened +y the


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819 "n cases of ur'ency) a meetin' can +e held (ithout notice +ein' 'i!en inaccordance (ith rule =E pro!ided that as much notice as practica+le is 'i!en toeach committee mem+er +y the .uic/est means practica+le$

829 Any resolution made at the meetin' must +e passed +y an a+solute maority ofthe ommittee$

869 The only +usiness that may +e conducted at an ur'ent meetin' is the +usiness for

(hich the meetin' is con!ened$:1 &rocedure and order of *usiness

819 The procedure to +e follo(ed at a meetin' of a ommittee must +e determinedfrom time to time +y the ommittee$

829 The order of +usiness may +e determined +y the mem+ers present at themeetin'$

:2 Use of tec+nolo,y

819 A committee mem+er (ho is not physically present at a committee meetin' mayparticipate in the meetin' +y the use of technolo'y that allo(s that committee

mem+er and the committee mem+ers present at the meetin' to clearly andsimultaneously communicate (ith each other$

829 or the purposes of this


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819 A committee mem+er (ho has a material personal interest in a matter +ein'considered at a committee meetin' must disclose the nature and e3tent of thatinterest to the ommittee$

829 The mem+er7

8a9 must not +e present (hile the matter is +ein' considered at the meetin': and

8+9 must not !ote on the matter$

Note

Under section '1+#, of the Act if there are insufficient committee members to form a -uorumbecause a member who has a material personal interest is dis-ualified from voting on a matter ageneral meeting may be called to deal with the matter.

869 This rule does not apply to a material personal interest7

8a9 that e3ists only +ecause the mem+er +elon's to a class of persons for (hose+enefit the Association is esta+lished: or

8+9 that the mem+er has in common (ith all) or a su+stantial proportion of) themem+ers of the Association$

:: Minutes of )eetin,

819 The ommittee must ensure that minutes are ta/en and /ept of each committeemeetin'$

829 The minutes must record the follo(in'7

8a9 the names of the mem+ers in attendance at the meetin':

8+9 the +usiness considered at the meetin':

8c9 any resolution on (hich a !ote is ta/en and the result of the !ote:

8d9 any material personal interest disclosed under rule ;=$

:6 Leave of a*sence

819 The ommittee may 'rant a committee mem+er lea!e of a+sence from committeemeetin's for a period not e3ceedin' 6 months$

829 The ommittee must not 'rant lea!e of a+sence retrospecti!ely unless it issatisfied that it (as not feasi+le for the committee mem+er to see/ the lea!e inad!ance$

&ART :'"I$A$#IAL MATT!R%

:< %ource of fundsThe funds of the Association may +e deri!ed from oinin' fees) annualsu+scriptions) donations) fund&raisin' acti!ities) 'rants) interest and any othersources appro!ed +y the ommittee$

:5 Mana,e)ent of funds

819 The Association must open an account (ith a financial institution from (hich alle3penditure of the Association is made and into (hich all of the Associations

re!enue is deposited$


25


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829 >u+ect to any restrictions imposed +y a 'eneral meetin' of the Association) theommittee may appro!e e3penditure on +ehalf of the Association$

869 The ommittee may authorise the Treasurer to e3pend funds on +ehalf of theAssociation 8includin' +y electronic funds transfer9 up to a specified limit (ithoutre.uirin' appro!al from the ommittee for each item on (hich the funds aree3pended$

849 All che.ues) drafts) +ills of e3chan'e) promissory notes and other ne'otia+leinstruments must +e si'ned +y 2 committee mem+ers$

8=9 All funds of the Association must +e deposited into the financial account of theAssociation no later than = (or/in' days after receipt$

8;9 ?ith the appro!al of the ommittee) the Treasurer may maintain a cash floatpro!ided that all money paid from or paid into the float is accurately recorded atthe time of the transaction$

60 "inancial records

819 The Association must /eep financial records that7

8a9 correctly record and e3plain its transactions) financial position andperformance: and

8+9 ena+le financial statements to +e prepared as re.uired +y the Act$

829 The Association must retain the financial records for B years after the transactionsco!ered +y the records are completed$

869 The Treasurer must /eep in his or her custody) or under his or her control7

8a9 the financial records for the current financial year: and

8+9 any other financial records as authorised +y the ommittee$

61 "inancial state)ents

819 or each financial year) the ommittee must ensure that the re.uirements underthe Act relatin' to the financial statements of the Association are met$

829 ?ithout limitin' su+rule 819) those re.uirements include7

8a9 the preparation of the financial statements:

8+9 if re.uired) the re!ie( or auditin' of the financial statements:

8c9 the certification of the financial statements +y the ommittee:

8d9 the su+mission of the financial statements to the annual 'eneral meetin' of

the Association:

8e9 the lod'ement (ith the Re'istrar of the financial statements andaccompanyin' reports) certificates) statements and fee$

&ART 6'G!$!RAL MATT!R%

62 #o))on seal

819 The Association may ha!e a common seal$

829 "f the Association has a common seal7


2=


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8a9 the name of the Association must appear in le'i+le characters on thecommon seal:

8+9 a document may only +e sealed (ith the common seal +y the authority of theommittee and the sealin' must +e (itnessed +y the si'natures of t(ocommittee mem+ers:

8c9 the common seal must +e /ept in the custody of the >ecretary$

6 Re,istered address

The re'istered address of the Association is7

8a9 the address determined from time to time +y resolution of the ommittee: or

8+9 if the ommittee has not determined an address to +e the re'istered address7the postal address of the >ecretary$

64 $otice re>uire)ents

819 Any notice re.uired to +e 'i!en to a mem+er or a committee mem+er under theseRules may +e 'i!en7

8a9 +y handin' the notice to the mem+er personally: or

8+9 +y sendin' it +y post to the mem+er at the address recorded for the mem+eron the re'ister of mem+ers: or

8c9 +y email or facsimile transmission$

829 >u+rule 819 does not apply to notice 'i!en under rule ;0$

869 Any notice re.uired to +e 'i!en to the Association or the ommittee may +e 'i!en7

8a9 +y handin' the notice to a mem+er of the ommittee: or

8+9 +y sendin' the notice +y post to the re'istered address: or

8c9 +y lea!in' the notice at the re'istered address: or

8d9 if the ommittee determines that it is appropriate in the circumstances7

8i9 +y email to the email address of the Association or the >ecretary: or

8ii9 +y facsimile transmission to the facsimile num+er of the Association$

69 #ustody and inspection of *oos and records

819 Mem+ers may on re.uest inspect free of char'e7

8a9 the re'ister of mem+ers:

8+9 the minutes of 'eneral meetin's:

8c9 su+ect to su+rule 829) the financial records) +oo/s) securities and any otherrele!ant document of the Association) includin' minutes of ommitteemeetin's$

Note

$ee note following rule 1' for details of access to the register of members.

829 The ommittee may refuse to permit a mem+er to inspect records of theAssociation that relate to confidential) personal) employment) commercial or le'almatters or (here to do so may +e preudicial to the interests of the Association$

869 The ommittee must on re.uest ma/e copies of these rules a!aila+le to mem+ersand applicants for mem+ership free of char'e$


2$


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849 >u+ect to su+rule 829) a mem+er may ma/e a copy of any of the other records ofthe Association referred to in this rule and the Association may char'e areasona+le fee for pro!ision of a copy of such a record$

8=9 or purposes of this rule7

relevant documents means the records and other documents) ho(e!ercompiled) recorded or stored) that relate to the incorporation and

mana'ement of the Association and includes the follo(in'78a9 its mem+ership records:

8+9 its financial statements:

8c9 its financial records:

8d9 records and documents relatin' to transactions) dealin's) +usiness orproperty of the Association$

6:$ M)6+ R7+( ;) + P7-& F7*6

T+ese )odel rules for pu*lic funds on t+e Re,ister of !nviron)ental Or,anisations

reflect t+ere>uire)ents of taation policy; especially Taation Rulin, 59.26/6:/1 T+e o*-ective of t+e &u*lic "und is to support t+e Upper Ovens Valley LandcareGroup Incorporatedenviron)ental purposes/

6:/2 Me)*ers of t+e pu*lic are to *e invited to )ae ,ifts of )oney or property to t+e&u*lic "undfor t+e environ)ental purposes of t+e Upper Ovens Valley Landcare GroupIncorporated

6:/ Money fro) interest on donations; inco)e derived fro) donated property; and)oney fro) t+erealisation of suc+ property are to *e deposited into t+e &u*lic "und/

6:/4 A separate *an account is to *e opened to deposit )oney donated to t+e &u*lic

"und;Includin, interest accruin, t+ereon; and ,ifts to it are to *e ept separate fro) ot+erfunds of t+eUpper Ovens Valley Landcare Group Incorporated

6:/9 Receipts are to *e issued in t+e na)e of t+e &u*lic "und and proper accountin,records andprocedures are to *e ept and used for t+e &u*lic "und/

6:/: T+e &u*lic "und ill *e operated on a not3for3profit *asis/

6:/6 A co))ittee of )ana,e)ent of no feer t+an t+ree persons ill ad)inister t+e&u*lic "und/

T+e co))ittee ill *e appointed *y t+e Upper Ovens Valley Landcare Group

Incorporated.

A )a-ority of t+e )e)*ers of t+e co))ittee arere>uired to *e @responsi*le persons@ asdefined *y t+e Guidelines to t+e Re,ister of !nviron)entalOr,anisations/

66/ M*


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T+ese clauses reflect t+e re>uire)ents of t+e Inco)e Ta Assess)ent Act 1556 andMinisterialRules/

$$.1 Re>uire)ents of t+e &u*lic "und

T+e Upper Ovens Valley Landcare Group Incorporated )ust infor) t+e 7epart)entresponsi*le for t+eenviron)ent as soon as possi*le if

aB it c+an,es its na)e or t+e na)e of its &u*lic "undC or;

*B t+ere is any c+an,e to t+e )e)*ers+ip of t+e )ana,e)ent co))ittee of t+e &u*lic"undCor;

cB t+ere +as *een any departure fro) t+e )odel rules for pu*lic funds set out int+e@Guidelines to t+e Re,ister of !nviron)ental Or,anisations@/

66/2 Ministerial Rules/ T+e Upper Ovens Valley Landcare Group Incorporated

a,rees to co)ply it+ any rules t+at t+e Treasurer and t+eMinister it+ responsi*ilityfor t+e environ)ent )ay )ae to ensure t+at t+e ,ifts )ade to t+e&u*lic "und are onlyused for its principal purpose/

66/ $ot3for3&rofit/ T+e inco)e and property of t+e Upper Ovens Valley Landcare GroupIncorporated &u*lic "und s+all *e used and appliedsolely in pro)otion of its o*-ectsand no portion s+all *e distri*uted; paid or transferred directly orindirectly *y ay ofdividend; *onus or *y ay of profit to )e)*ers; directors; or trustees of t+e UpperOvens Valley Landcare Group Incorporated.

66/4 #onduit &olicy/ Any allocation of funds or property to ot+er persons oror,anisations ill *e)ade in accordance it+ t+e esta*lis+ed purposes of t+e UpperOvens Valley Landcare Group Incorporated &u*lic "und and ill not *einfluenced *yt+e preference of t+e donor/

66/9 8indin, up/ In t+e case of t+e indin,3up of t+e &u*lic "und; any surplus assetsare to *etransferred to anot+er fund it+ si)ilar o*-ectives t+at is on t+e Re,ister of!nviron)entalOr,anisations/

66/: %tatistical Infor)ation

aB %tatistical infor)ation re>uested *y t+e 7epart)ent on donations to t+e &u*lic "undill *eprovided it+in four )ont+s of t+e financial year 1 Duly to 0 DuneB/

*B An audited financial state)ent for t+e "riends and its &u*lic "und ill *e suppliedit+ t+eannual statistical return/ T+e state)ent ill provide infor)ation on t+eependiture of&u*lic "und )onies and t+e )ana,e)ent of &u*lic "und assets/


2#


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6

UOVLG Draft Constitution May 2014

Documents

Transcript of UOVLG Draft Constitution May 2014