UOVLG Rules of Association V2

31
Upper Ovens Valley Landcare Group Rules of Association

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Upper Ovens Valley Landcare Group

Rules of Association

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November 2013

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A!L" O# $ON "N %

Regulation Page

PART 1—PRELIMINARY 5

1 Name 5

2 Purposes 5 3 Financial year 6 4 Definitions 6

PART 2—POWERS OF ASSOCIATION 7

5 Powers of Association 7 6 Not for profit organisation 7

PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES.........................................................7

Divi i!" 1—M#$%#& 'i( 7

7 Minimum num er of mem ers 7 ! "#o is eligi le to e a mem er 7 $ Application for mem ers#ip ! 1% &onsi'eration of application ! 11 New mem ers#ip ! 12 Annual su scription an' fee on (oining ! 13 )eneral rig#ts of mem ers $ 14 Associate mem ers $ 15 *ig#ts not transfera le $ 16 &easing mem ers#ip $ 17 *esigning as a mem er 1% 1! *egister of mem ers 1%

Divi i!" 2—Di )i(*i"+& +)-i!" 1

1$ )roun's for ta+ing 'isciplinary action 1% 2% Disciplinary su committee 11 21 Notice to mem er 11

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

Divi i!" 3—G&i#v+")# (&!)#/0&# 13

25 Application 13 13 26 Parties must attempt to resol,e t#e 'ispute 13 27 Appointment of me'iator 13 2! Me'iation process 13 2$ Failure to resol,e 'ispute y me'iation 14

PART —GENERAL MEETINGS OF T E ASSOCIATION 1

3% Annual general meetings 14 14 31 -pecial general meetings 14 32 -pecial general meeting #el' at re.uest of mem ers 15 33 Notice of general meetings 15 34 Pro/ies 16 35 0se of tec#nology 16 36 uorum at general meetings 16 37 A'(ournment of general meeting 17 3! oting at general meeting 17 3$ -pecial resolutions 1! 4% Determining w#et#er resolution carrie' 1! 41 Minutes of general meeting 1!

PART 5—COMMITTEE 1

Divi i!" 1—P!4#& ! C!$$i--## 1

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

Divi i!" 2—C!$(! i-i!" ! C!$$i--## +"/ /0-i# ! $#$%#& 1

44 &omposition of &ommittee 1$ 45 )eneral Duties 1$ 46 Presi'ent an' ice Presi'ent 2% 47 -ecretary 2% 4! reasurer 21

Divi i!" 3—E*#)-i!" ! C!$$i--## $#$%#& +"/ -#"0&# ! ! i)# 21 4$ "#o is eligi le to e a &ommittee mem er 21 5% Positions to e 'eclare' ,acant 21 51 Nominations 22 52 lection of Presi'ent etc 22 53 lection of or'inary mem ers 22 54 allot 22 55 erm of office 23 56 acation of office 24 57 Filling casual ,acancies 24

Divi i!" —M##-i"6 ! C!$$i--## 2

5! Meetings of &ommittee 24 25 5$ Notice of meetings 25 6% 0rgent meetings 25 61 Proce'ure an' or'er of usiness 25 62 0se of tec#nology 25 63 uorum 25 64 oting 26 65 &onflict of interest 26 66 Minutes of meeting 26 67 8ea,e of a sence 27

PART —FINANCIAL MATTERS 27

6! -ource of fun's 27

27 6$ Management of fun's 27 7% Financial recor's 27 71 Financial statements 2!

PART 7—GENERAL MATTERS 28

72 &ommon seal 2! 73 *egistere' a''ress 2! 74 Notice re.uirements 2! 75 &usto'y an' inspection of oo+s an' recor's 2$ 76 "in'ing up an' cancellation 3% 77 Alteration of *ules 3%

999999999999999 3%

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&odel Rules for an 'ncorporated AssociationNote

The persons who from time to time are members of the Association are an incorporated associationby the name given in rule 1 of these Rules.

Under section 46 of the Associations Incorporation Reform Act 2012 these Rules are ta!en toconstitute the terms of a contract between the Association and its members.

(AR 1)(R"L'&'NAR*

1 Name

The name of the incorporate association is !Upper Ovens Valle"Lan care Group #ncorporate $%Note

Under section "# of the Act the name of the association and its registration numbermust appear on all its business documents.

2 (urposes

The purposes of the association are& '

A% To encoura(e a communit" )i e* cooperative* multi isciplinar"approach to carin( for the lan %

+% To promote sustainable lan an )ater mana(ement practicesthat balance& '

economics an ecolo("pro uctivit" an resource protection

An that aim to& '#ncrease the iversit" an abun ance of in i(enous floraRe uce soil an nutrient loss,liminate pest plants an animals-ecrease chemical usa(e#mprove )ater .ualit"#mprove soil .ualit" an fertilit"#mprove bio'lin/s

% To encoura(e lan o)ners to embrace practice chan(e toenhance ecos"stem services an to improve prospects forsustainable a(riculture an bio' iversit"%

-% To en(a(e the communit" in increase a)areness ofenvironmental sensitivities an increase their participation in publiclan mana(ement%

,% To en(a(e suitabl" .ualifie people as necessar"* )hen fun sallo)* to coor inate an facilitate initiatives an strate(ies thata vance Lan care an ecos"stem service enhancement%

% To raise mone" b" (ift or subscription or other)ise as thecommittee ma" see fit%

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G% To o all such thin(s as are inci ental or con ucive to theattainment of the ob ects an to e ercise of the po)ers of theAssociation%

3 #inancial year

The financial "ear of the Association is each perio of 12 months en in(on 4une 30 th

+ ,efinitions

#n these Rules5

absolute majority * of the ommittee* means a ma orit" of thecommittee members currentl" hol in( office an entitle to vote atthe time 6as istinct from a ma orit" of committee memberspresent at a committee meetin(78

associate member means a member referre to in rule 196178

Chairperson * of a (eneral meetin( or committee meetin(* means theperson chairin( the meetin( as re.uire un er rule 9:8

Committee means the ommittee havin( mana(ement of the businessof the Association8

committee meeting means a meetin( of the ommittee hel inaccor ance )ith these Rules8

committee member means a member of the ommittee electe orappointe un er -ivision 3 of ;art <8

disciplinary appeal meeting means a meetin( of the members of theAssociation convene un er rule 236378

disciplinary meeting means a meetin( of the ommittee convenefor the purposes of rule 228

disciplinary subcommittee means the subcommittee appointeun er rule 208

financial year means the 12 month perio specifie in rule 38

general meeting means a (eneral meetin( of the members of theAssociation convene in accor ance )ith ;art 9 an inclu es an

annual (eneral meetin(* a special (eneral meetin( an aisciplinar" appeal meetin(8

member means a member of the Association8

member entitled to vote means a member )ho un er rule 13627 isentitle to vote at a (eneral meetin(8

special resolution means a resolution that re.uires not less thanthree'.uarters of the members votin( at a (eneral meetin(*)hether in person or b" pro "* to vote in favour of the resolution8

the Act means the Associations 'ncorporation Reform Act 2012

an inclu es an" re(ulations ma e un er that Act8

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the Registrar means the Re(istrar of #ncorporate Associations%

(AR 2)(O-"R% O# A%%O$'A 'ON

. (o/ers of Association

617 =ub ect to the Act* the Association has po)er to o all thin(s inci entalor con ucive to achieve its purposes%

627 >ithout limitin( subrule 617* the Association ma"5

6a7 ac.uire* hol an ispose of real or personal propert"8

6b7 open an operate accounts )ith financial institutions8

6c7 invest its mone" in an" securit" in )hich trust monies ma" la)full"be investe 8

6 7 raise an borro) mone" on an" terms an in an" manner as itthin/s fit8

6e7 secure the repa"ment of mone" raise or borro)e * or thepa"ment of a ebt or liabilit"8

6f7 appoint a(ents to transact business on its behalf8

6(7 enter into an" other contract it consi ers necessar" or esirable%

637 The Association ma" onl" e ercise its po)ers an use its income anassets 6inclu in( an" surplus7 for its purposes%

Not for profit or anisation

617 The Association must not istribute an" surplus* income or assetsirectl" or in irectl" to its members%

627 =ubrule 617 oes not prevent the Association from pa"in( a member56a7 reimbursement for e penses properl" incurre b" the member8 or

6b7 for (oo s or services provi e b" the member5

if this is one in (oo faith on terms no more favourable than if themember )as not a member%Note

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

pecuniary profit for its members.

(AR 3)&"&!"R% ,'%$'(L'NAR* (RO$",UR"% AN, GR'"VAN$"%

,ivision 1)&embers ip

4 &inimum number of members

The Association must have at least < members%

5 - o is eli ible to be a member

An" person )ho supports the purposes of the Association is eli(ible formembership%

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6 Application for members ip

617 To appl" to become a member of the Association* a person must submita )ritten application to a committee member statin( that the person5

6a7 )ishes to become a member of the Association8 an

6b7 supports the purposes of the Association8 an

6c7 a(rees to compl" )ith these Rules%627 The application5

6a7 must be si(ne b" the applicant8 an

6b7 ma" be accompanie b" the oinin( fee%Note

The oinin( fee is the fee 6if an"7 etermine b" the Association un er rule 12637%

10 $onsideration of application

617 As soon as practicable after an application for membership is receive *

the ommittee must eci e b" resolution )hether to accept or re ectthe application%

627 The ommittee must notif" the applicant in )ritin( of its ecision assoon as practicable after the ecision is ma e%

637 #f the ommittee re ects the application* it must return an" mone"accompan"in( the application to the applicant%

697 No reason nee be (iven for the re ection of an application%

11 Ne/ members ip

617 #f an application for membership is approve b" the ommittee5

6a7 the resolution to accept the membership must be recor e in theminutes of the committee meetin(8 an

6b7 the =ecretar" must* as soon as practicable* enter the name ana ress of the ne) member* an the ate of becomin( a member*in the re(ister of members%

627 A person becomes a member of the Association an * sub ect to rule13627* is entitle to e ercise his or her ri(hts of membership from theate* )hichever is the later* on )hich5

6a7 the ommittee approves the person?s membership8 or

6b7 the person pa"s the oinin( fee%

12 Annual subscription and fee on 7oinin

617 At each annual (eneral meetin(* the Association must etermine5

6a7 the amount of the annual subscription 6if an"7 for the follo)in(financial "ear8 an

6b7 the ate for pa"ment of the annual subscription%

627 The Association ma" etermine that a lo)er annual subscription ispa"able b" associate members%

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637 The Association ma" etermine that an" ne) member )ho oins afterthe start of a financial "ear must* for that financial "ear* pa" a fee e.ualto5

6a7 the full annual subscription8 or

6b7 a pro rata annual subscription base on the remainin( part of thefinancial "ear8 or

6c7 a fi e amount etermine from time to time b" the Association%

697 The ri(hts of a member 6inclu in( the ri(ht to vote7 )ho has not paithe annual subscription b" the ue ate are suspen e until thesubscription is pai %

13 General ri ts of members

617 A member of the Association )ho is entitle to vote has the ri(ht5

6a7 to receive notice of (eneral meetin(s an of propose specialresolutions in the manner an time prescribe b" these Rules8 an

6b7 to submit items of business for consi eration at a (eneral meetin(8an

6c7 to atten an be hear at (eneral meetin(s8 an

6 7 to vote at a (eneral meetin(8 an

6e7 to have access to the minutes of (eneral meetin(s an otherocuments of the Association as provi e un er rule @<8 an

6f7 to inspect the re(ister of members%

627 A member is entitle to vote if5

6a7 the member is a member other than an associate member8 an6b7 more than 10 business a"s have passe since he or she became a

member of the Association8 an

6c7 the member?s membership ri(hts are not suspen e for an"reason%

1+ Associate members

617 Associate members of the Association inclu e5

6a7 an" members un er the a(e of 1< "ears8 an

6b7 an" other cate(or" of member as etermine b" special resolutionat a (eneral meetin(%

627 An associate member must not vote but ma" have other ri(hts asetermine b" the ommittee or b" resolution at a (eneral meetin(%

1. Ri ts not transferable

The ri(hts of a member are not transferable an en )hen membershipceases%

1 $easin members ip

617 The membership of a person ceases on resi(nation* e pulsion or eath%

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6c7 has en(a(e in con uct pre u icial to the Association%

20 ,isciplinary subcommittee

617 #f the ommittee is satisfie that there are sufficient (roun s for ta/in(isciplinar" action a(ainst a member* the ommittee must appoint aisciplinar" subcommittee to hear the matter an etermine )hataction* if an"* to ta/e a(ainst the member%

627 The members of the isciplinar" subcommittee5

6a7 ma" be ommittee members* members of the Association oran"one else8 but

6b7 must not be biase a(ainst* or in favour of* the member concerne %

21 Notice to member

617 +efore isciplinar" action is ta/en a(ainst a member* the =ecretar"must (ive )ritten notice to the member5

6a7 statin( that the Association proposes to ta/e isciplinar" action

a(ainst the member8 an6b7 statin( the (roun s for the propose isciplinar" action8 an

6c7 specif"in( the ate* place an time of the meetin( at )hich theisciplinar" subcommittee inten s to consi er the isciplinar"action 6the disciplinary meeting 78 an

6 7 a visin( the member that he or she ma" o one or both of thefollo)in(5

6i7 atten the isciplinar" meetin( an a ress the isciplinar"subcommittee at that meetin(8

6ii7 (ive a )ritten statement to the isciplinar" subcommittee atan" time before the isciplinar" meetin(8 an

6e7 settin( out the member?s appeal ri(hts un er rule 23%

627 The notice must be (iven no earlier than 2 a"s* an no later than 19a"s* before the isciplinar" meetin( is hel %

22 ,ecision of subcommittee

617 At the isciplinar" meetin(* the isciplinar" subcommittee must5

6a7 (ive the member an opportunit" to be hear 8 an

6b7 consi er an" )ritten statement submitte b" the member%

627 After compl"in( )ith subrule 617* the isciplinar" subcommittee ma"5

6a7 ta/e no further action a(ainst the member8 or

6b7 sub ect to subrule 6375

6i7 repriman the member8 or

6ii7 suspen the membership ri(hts of the member for a specifieperio 8 or

6iii7 e pel the member from the Association%

637 The isciplinar" subcommittee ma" not fine the member%

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697 The suspension of membership ri(hts or the e pulsion of a member b"the isciplinar" subcommittee un er this rule ta/es effect imme iatel"after the vote is passe %

23 Appeal ri ts

617 A person )hose membership ri(hts have been suspen e or )ho hasbeen e pelle from the Association un er rule 22 ma" (ive notice to

the effect that he or she )ishes to appeal a(ainst the suspension ore pulsion%

627 The notice must be in )ritin( an (iven5

6a7 to the isciplinar" subcommittee imme iatel" after the vote tosuspen or e pel the person is ta/en8 or

6b7 to the =ecretar" not later than 9 hours after the vote%

637 #f a person has (iven notice un er subrule 627* a isciplinar" appealmeetin( must be convene b" the ommittee as soon as practicable*but in an" event not later than 21 a"s* after the notice is receive %

697 Notice of the isciplinar" appeal meetin( must be (iven to eachmember of the Association )ho is entitle to vote as soon aspracticable an must5

6a7 specif" the ate* time an place of the meetin(8 an

6b7 state5

6i7 the name of the person a(ainst )hom the isciplinar" actionhas been ta/en8 an

6ii7 the (roun s for ta/in( that action8 an

6iii7 that at the isciplinar" appeal meetin( the members presentmust vote on )hether the ecision to suspen or e pel theperson shoul be uphel or revo/e %

2+ $onduct of disciplinary appeal meetin

617 At a isciplinar" appeal meetin(5

6a7 no business other than the .uestion of the appeal ma" becon ucte 8 an

6b7 the ommittee must state the (roun s for suspen in( or e pellin(the member an the reasons for ta/in( that action8 an

6c7 the person )hose membership has been suspen e or )ho hasbeen e pelle must be (iven an opportunit" to be hear %

627 After compl"in( )ith subrule 617* the members present an entitle tovote at the meetin( must vote b" secret ballot on the .uestion of)hether the ecision to suspen or e pel the person shoul be uphelor revo/e %

637 A member ma" not vote b" pro " at the meetin(%

697 The ecision is uphel if not less than three .uarters of the membersvotin( at the meetin( vote in favour of the ecision%

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,ivision 3)Grievance procedure

2. Application

617 The (rievance proce ure set out in this -ivision applies to isputesun er these Rules bet)een5

6a7 a member an another member8

6b7 a member an the ommittee86c7 a member an the Association%

627 A member must not initiate a (rievance proce ure in relation to amatter that is the sub ect of a isciplinar" proce ure until theisciplinar" proce ure has been complete %

2 (arties must attempt to resolve t e dispute

The parties to a ispute must attempt to resolve the ispute bet)een

themselves )ithin 19 a"s of the ispute comin( to the attention ofeach part"%

24 Appointment of mediator

617 #f the parties to a ispute are unable to resolve the ispute bet)eenthemselves )ithin the time re.uire b" rule 2:* the parties must )ithin10 a"s5

6a7 notif" the ommittee of the ispute8 an

6b7 a(ree to or re.uest the appointment of a me iator8 an

6c7 attempt in (oo faith to settle the ispute b" me iation%

627 The me iator must be5

6a7 a person chosen b" a(reement bet)een the parties8 or

6b7 in the absence of a(reement5

6i7 if the ispute is bet)een a member an another member5aperson appointe b" the ommittee8 or

6ii7 if the ispute is bet)een a member an the ommittee or theAssociation5a person appointe or emplo"e b" the -ispute=ettlement entre of Victoria%

637 A me iator appointe b" the ommittee ma" be a member or formermember of the Association but in an" case must not be a person )ho5

6a7 has a personal interest in the ispute8 or

6b7 is biase in favour of or a(ainst an" part"%

25 &ediation process

617 The me iator to the ispute* in con uctin( the me iation* must5

6a7 (ive each part" ever" opportunit" to be hear 8 an

6b7 allo) ue consi eration b" all parties of an" )ritten statementsubmitte b" an" part"8 an

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6c7 ensure that natural ustice is accor e to the parties throu(hout theme iation process%

627 The me iator must not etermine the ispute%

26 #ailure to resolve dispute by mediation

#f the me iation process oes not resolve the ispute* the parties ma"see/ to resolve the ispute in accor ance )ith the Act or other)ise atla)%

(AR +)G"N"RAL &"" 'NG% O# 9" A%%O$'A 'ON

30 Annual eneral meetin s

617 The ommittee must convene an annual (eneral meetin( of theAssociation to be hel )ithin < months after the en of each financial"ear%

627 -espite subrule 617* the Association ma" hol its first annual (eneralmeetin( at an" time )ithin 1 months after its incorporation%

637 The ommittee ma" etermine the ate* time an place of the annual(eneral meetin(%

697 The or inar" business of the annual (eneral meetin( is as follo)s5

6a7 to confirm the minutes of the previous annual (eneral meetin( anof an" special (eneral meetin( hel since then8

6b7 to receive an consi er5

6i7 the annual report of the ommittee on the activities of theAssociation urin( the prece in( financial "ear8 an

6ii7 the financial statements of the Association for the prece in(financial "ear submitte b" the ommittee in accor ance )ith;art @ of the Act8

6c7 to elect the members of the ommittee8

6 7 to confirm or var" the amounts 6if an"7 of the annual subscriptionan oinin( fee%

6<7 The annual (eneral meetin( ma" also con uct an" other business of)hich notice has been (iven in accor ance )ith these Rules%

31 %pecial eneral meetin s

617 An" (eneral meetin( of the Association* other than an annual (eneralmeetin( or a isciplinar" appeal meetin(* is a special (eneral meetin(%

627 The ommittee ma" convene a special (eneral meetin( )henever itthin/s fit%

637 No business other than that set out in the notice un er rule 33 ma" becon ucte at the meetin(%Note

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)eneral business may be considered at the meeting if it is included as an item forconsideration in the notice under rule ## and the ma*ority of members at the meetingagree.

32 %pecial eneral meetin eld at re:uest of members

617 The ommittee must convene a special (eneral meetin( if a re.uest too so is ma e in accor ance )ith subrule 627 b" at least 10B of thetotal number of members%

627 A re.uest for a special (eneral meetin( must5

6a7 be in )ritin(8 an

6b7 state the business to be consi ere at the meetin( an an"resolutions to be propose 8 an

6c7 inclu e the names an si(natures of the members re.uestin( themeetin(8 an

6 7 be (iven to the =ecretar"%

637 #f the ommittee oes not convene a special (eneral meetin( )ithinone month after the ate on )hich the re.uest is ma e* the membersma/in( the re.uest 6or an" of them7 ma" convene the special (eneralmeetin(%

697 A special (eneral meetin( convene b" members un er subrule 6375

6a7 must be hel )ithin 3 months after the ate on )hich the ori(inalre.uest )as ma e8 an

6b7 ma" onl" consi er the business state in that re.uest%

6<7 The Association must reimburse all reasonable e penses incurre b"the members convenin( a special (eneral meetin( un er subrule 637%

33 Notice of eneral meetin s

617 The =ecretar" 6or* in the case of a special (eneral meetin( conveneun er rule 32637* the members convenin( the meetin(7 must (ive toeach member of the Association5

6a7 at least 21 a"s? notice of a (eneral meetin( if a special resolutionis to be propose at the meetin(8 or

6b7 at least 19 a"s? notice of a (eneral meetin( in an" other case%

627 The notice must5

6a7 specif" the ate* time an place of the meetin(8 an

6b7 in icate the (eneral nature of each item of business to beconsi ere at the meetin(8 an

6c7 if a special resolution is to be propose 5

6i7 state in full the propose resolution8 an

6ii7 state the intention to propose the resolution as a specialresolution8 an

6 7 compl" )ith rule 396<7%

637 This rule oes not appl" to a isciplinar" appeal meetin(%

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Note

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

3+ (ro;ies

617 A member ma" appoint another member as his or her pro " to vote anspea/ on his or her behalf at a (eneral meetin( other than at aisciplinar" appeal meetin(%

627 The appointment of a pro " must be in )ritin( an si(ne b" themember ma/in( the appointment%

637 The member appointin( the pro " ma" (ive specific irections as toho) the pro " is to vote on his or her behalf* other)ise the pro " ma"vote on behalf of the member in an" matter as he or she sees fit%

697 #f the ommittee has approve a form for the appointment of a pro "*the member ma" use an" other form that clearl" i entifies the personappointe as the member?s pro " an that has been si(ne b" themember%

6<7 Notice of a (eneral meetin( (iven to a member un er rule 33 must56a7 state that the member ma" appoint another member as a pro " for

the meetin(8 an

6b7 inclu e a cop" of an" form that the ommittee has approve forthe appointment of a pro "%

6:7 A form appointin( a pro " must be (iven to the hairperson of themeetin( before or at the commencement of the meetin(%

6@7 A form appointin( a pro " sent b" post or electronicall" is of no effectunless it is receive b" the Association no later than 29 hours beforethe commencement of the meetin(%

3. Use of tec nolo y

617 A member not ph"sicall" present at a (eneral meetin( ma" bepermitte to participate in the meetin( b" the use of technolo(" thatallo)s that member an the members present at the meetin( to clearl"an simultaneousl" communicate )ith each other%

627 or the purposes of this ;art* a member participatin( in a (eneralmeetin( as permitte un er subrule 617 is ta/en to be present at themeetin( an * if the member votes at the meetin(* is ta/en to have

vote in person%3 <uorum at eneral meetin s

617 No business ma" be con ucte at a (eneral meetin( unless a .uorumof members is present%

627 The .uorum for a (eneral meetin( is the presence 6ph"sicall"* b" pro "or as allo)e un er rule 3<7 of 10B of the members entitle to vote%

637 #f a .uorum is not present )ithin 30 minutes after the notifiecommencement time of a (eneral meetin(5

6a7 in the case of a meetin( convene b"* or at the re.uest of*members un er rule 325the meetin( must be issolve 8

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Note

f a meeting convened by or at the re-uest of members is dissolved under thissubrule the business that was to have been considered at the meeting is ta!ento have been dealt with. f members wish to have the business reconsidered atanother special meeting the members must ma!e a new re-uest under rule #".

6b7 in an" other case5

6i7 the meetin( must be a ourne to a ate not more than 21a"s after the a ournment8 an

6ii7 notice of the ate* time an place to )hich the meetin( isa ourne must be (iven at the meetin( an confirme b")ritten notice (iven to all members as soon as practicable afterthe meetin(%

697 #f a .uorum is not present )ithin 30 minutes after the time to )hich a(eneral meetin( has been a ourne un er subrule 6376b7* the memberspresent at the meetin( 6if not fe)er than 37 ma" procee )ith thebusiness of the meetin( as if a .uorum )ere present%

34 Ad7ournment of eneral meetin617 The hairperson of a (eneral meetin( at )hich a .uorum is present

ma"* )ith the consent of a ma orit" of members present at themeetin(* a ourn the meetin( to another time at the same place or atanother place%

627 >ithout limitin( subrule 617* a meetin( ma" be a ourne 5

6a7 if there is insufficient time to eal )ith the business at han 8 or

6b7 to (ive the members more time to consi er an item of business%

E ampleThe members may wish to have more time to e/amine the financial statementssubmitted by the 0ommittee at an annual general meeting.

637 No business ma" be con ucte on the resumption of an a ournemeetin( other than the business that remaine unfinishe )hen themeetin( )as a ourne %

697 Notice of the a ournment of a meetin( un er this rule is not re.uireunless the meetin( is a ourne for 19 a"s or more* in )hich casenotice of the meetin( must be (iven in accor ance )ith rule 33%

35 Votin at eneral meetin

617 On an" .uestion arisin( at a (eneral meetin(5

6a7 sub ect to subrule 637* each member )ho is entitle to vote has onevote8 an

6b7 members ma" vote personall" or b" pro "8 an

6c7 e cept in the case of a special resolution* the .uestion must beeci e on a ma orit" of votes%

627 #f votes are ivi e e.uall" on a .uestion* the hairperson of themeetin( has a secon or castin( vote%

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637 #f the .uestion is )hether or not to confirm the minutes of a previousmeetin(* onl" members )ho )ere present at that meetin( ma" vote%

697 This rule oes not appl" to a vote at a isciplinar" appeal meetin(con ucte un er rule 29%

36 %pecial resolutions

A special resolution is passe if not less than three .uarters of themembers votin( at a (eneral meetin( 6)hether in person or b" pro "7vote in favour of the resolution%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.

+0 ,eterminin / et er resolution carried

617 =ub ect to subsection 627* the hairperson of a (eneral meetin( ma"* onthe basis of a sho) of han s* eclare that a resolution has been5

6a7 carrie 8 or

6b7 carrie unanimousl"8 or

6c7 carrie b" a particular ma orit"8 or

6 7 lost5

an an entr" to that effect in the minutes of the meetin( is conclusiveproof of that fact%

627 #f a poll 6)here votes are cast in )ritin(7 is eman e b" three or moremembers on an" .uestion5

6a7 the poll must be ta/en at the meetin( in the manner etermine b"the hairperson of the meetin(8 an

6b7 the hairperson must eclare the result of the resolution on thebasis of the poll%

637 A poll eman e on the election of the hairperson or on a .uestion ofan a ournment must be ta/en imme iatel"%

697 A poll eman e on an" other .uestion must be ta/en before the close

of the meetin( at a time etermine b" the hairperson%+1 &inutes of eneral meetin

617 The ommittee must ensure that minutes are ta/en an /ept of each(eneral meetin(%

627 The minutes must recor the business consi ere at the meetin(* an"resolution on )hich a vote is ta/en an the result of the vote%

637 #n a ition* the minutes of each annual (eneral meetin( must inclu e5

6a7 the names of the members atten in( the meetin(8 an

6b7 pro " forms (iven to the hairperson of the meetin( un er rule396:78 an

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6c7 the financial statements submitte to the members in accor ance)ith rule 306976b76ii78 an

6 7 the certificate si(ne b" t)o committee members certif"in( thatthe financial statements (ive a true an fair vie) of the financialposition an performance of the Association8 an

6e7 an" au ite accounts an au itor?s report or report of a revie)

accompan"in( the financial statements that are re.uire un er theAct%

(AR .)$O&&' ""

,ivision 1)(o/ers of $ommittee

+2 Role and po/ers

617 The business of the Association must be mana(e b" or un er theirection of a ommittee%

627 The ommittee ma" e ercise all the po)ers of the Association e ceptthose po)ers that these Rules or the Act re.uire to be e ercise b"(eneral meetin(s of the members of the Association%

637 The ommittee ma"5

6a7 appoint an remove staff8

6b7 establish subcommittees consistin( of members )ith terms ofreference it consi ers appropriate%

+3 ,ele ation

617 The ommittee ma" ele(ate to a member of the ommittee* asubcommittee or staff* an" of its po)ers an functions other than5

6a7 this po)er of ele(ation8 or

6b7 a ut" impose on the ommittee b" the Act or an" other la)%

627 The ele(ation must be in )ritin( an ma" be sub ect to the con itionsan limitations the ommittee consi ers appropriate%

637 The ommittee ma"* in )ritin(* revo/e a ele(ation )holl" or in part%

,ivision 2)$omposition of $ommittee and duties of members

++ $omposition of $ommittee

The ommittee consists of5

6a7 a ;resi ent8 an

6b7 a Vice';resi ent8 an

6c7 a =ecretar"8 an

6 7 a Treasurer8 an

6e7 or inar" members 6if an"7 electe un er rule <3%

+. General ,uties

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617 As soon as practicable after bein( electe or appointe to theommittee* each committee member must become familiar )ith theseRules an the Act%

627 The ommittee is collectivel" responsible for ensurin( that theAssociation complies )ith the Act an that in ivi ual members of theommittee compl" )ith these Rules%

637 ommittee members must e ercise their po)ers an ischar(e theiruties )ith reasonable care an ili(ence%

697 ommittee members must e ercise their po)ers an ischar(e theiruties5

6a7 in (oo faith in the best interests of the Association8 an

6b7 for a proper purpose%

6<7 ommittee members an former committee members must not ma/eimproper use of5

6a7 their position8 or

6b7 information ac.uire b" virtue of hol in( their position5

so as to (ain an a vanta(e for themselves or an" other person or tocause etriment to the Association%Note

$ee also 3ivision # of Part 6 of the Act which sets out the general duties of the officeholders of an incorporated association.

6:7 #n a ition to an" uties impose b" these Rules* a committee membermust perform an" other uties impose from time to time b" resolutionat a (eneral meetin(%

+ (resident and Vice=(resident

617 =ub ect to subrule 627* the ;resi ent or* in the ;resi ent?s absence* theVice';resi ent is the hairperson for an" (eneral meetin(s an for an"committee meetin(s%

627 #f the ;resi ent an the Vice';resi ent are both absent* or are unable topresi e* the hairperson of the meetin( must be5

6a7 in the case of a (eneral meetin(5a member electe b" the othermembers present8 or

6b7 in the case of a committee meetin(5a committee member electeb" the other committee members present%

+4 %ecretary

617 The =ecretar" must perform an" ut" or function re.uire un er the Actto be performe b" the secretar" of an incorporate association%E ample

Under the Act the secretary of an incorporated association is responsible for lodgingdocuments of the association with the Registrar.

627 The =ecretar" must5

6a7 maintain the re(ister of members in accor ance )ith rule 1 8 an

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6b7 /eep custo " of the common seal 6if an"7 of the Association an *e cept for the financial recor s referre to in rule @0637* all boo/s*ocuments an securities of the Association in accor ance )ithrules @2 an @<8 an

6c7 sub ect to the Act an these Rules* provi e members )ith access tothe re(ister of members* the minutes of (eneral meetin(s another boo/s an ocuments8 an

6 7 perform an" other ut" or function impose on the =ecretar" b"these Rules%

637 The =ecretar" must (ive to the Re(istrar notice of his or herappointment )ithin 19 a"s after the appointment%

+5 reasurer

617 The Treasurer must5

6a7 receive all mone"s pai to or receive b" the Association an issuereceipts for those mone"s in the name of the Association8 an

6b7 ensure that all mone"s receive are pai into the account of theAssociation )ithin < )or/in( a"s after receipt8 an

6c7 ma/e an" pa"ments authorise b" the ommittee or b" a (eneralmeetin( of the Association from the Association?s fun s8 an

6 7 ensure che.ues are si(ne b" at least 2 committee members%

627 The Treasurer must5

6a7 ensure that the financial recor s of the Association are /ept inaccor ance )ith the Act8 an

6b7 coor inate the preparation of the financial statements of theAssociation an their certification b" the ommittee prior to theirsubmission to the annual (eneral meetin( of the Association%

637 The Treasurer must ensure that at least one other committee memberhas access to the accounts an financial recor s of the Association%

,ivision 3)"lection of $ommittee members and tenure of office

+6 - o is eli ible to be a $ommittee member

A member is eli(ible to be electe or appointe as a committee

member if the member56a7 is 1 "ears or over8 an

6b7 is entitle to vote at a (eneral meetin(%

.0 (ositions to be declared vacant

617 This rule applies to5

6a7 the first annual (eneral meetin( of the Association after itsincorporation8 or

6b7 an" subse.uent annual (eneral meetin( of the Association* after

the annual report an financial statements of the Association havebeen receive %

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627 The hairperson of the meetin( must eclare all positions on theommittee vacant an hol elections for those positions in accor ance)ith rules <1 to <9%

.1 Nominations

617 ;rior to the election of each position* the hairperson of the meetin(must call for nominations to fill that position%

627 An eli(ible member of the Association ma"5

6a7 nominate himself or herself8 or

6b7 )ith the member?s consent* be nominate b" another member%

637 A member )ho is nominate for a position an fails to be electe tothat position ma" be nominate for an" other position for )hich anelection is "et to be hel %

.2 "lection of (resident etc>

617 At the annual (eneral meetin(* separate elections must be hel for

each of the follo)in( positions56a7 ;resi ent8

6b7 Vice';resi ent8

6c7 =ecretar"8

6 7 Treasurer%

627 #f onl" one member is nominate for the position* the hairperson ofthe meetin( must eclare the member electe to the position%

637 #f more than one member is nominate * a ballot must be hel in

accor ance )ith rule <9%697 On his or her election* the ne) ;resi ent ma" ta/e over as hairperson

of the meetin(%

.3 "lection of ordinary members

617 The annual (eneral meetin( must b" resolution eci e the number ofor inar" members of the ommittee 6if an"7 it )ishes to hol office forthe ne t "ear%

627 A sin(le election ma" be hel to fill all of those positions%

637 #f the number of members nominate for the position of or inar"committee member is less than or e.ual to the number to be electe *the hairperson of the meetin( must eclare each of those members tobe electe to the position%

697 #f the number of members nominate e cee s the number to beelecte * a ballot must be hel in accor ance )ith rule <9%

.+ !allot

617 #f a ballot is re.uire for the election for a position* the hairperson ofthe meetin( must appoint a member to act as returnin( officer tocon uct the ballot%

627 The returnin( officer must not be a member nominate for the position%

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637 +efore the ballot is ta/en* each can i ate ma" ma/e a short speech insupport of his or her election%

697 The election must be b" secret ballot%

6<7 The returnin( officer must (ive a blan/ piece of paper to5

6a7 each member present in person8 an

6b7 each pro " appointe b" a member%E ample

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

6:7 #f the ballot is for a sin(le position* the voter must )rite on the ballotpaper the name of the can i ate for )hom the" )ish to vote%

6@7 #f the ballot is for more than one position5

6a7 the voter must )rite on the ballot paper the name of eachcan i ate for )hom the" )ish to vote8

6b7 the voter must not )rite the names of more can i ates than thenumber to be electe %

6 7 +allot papers that o not compl" )ith subrule 6@76b7 are not to becounte %

6C7 ,ach ballot paper on )hich the name of a can i ate has been )rittencounts as one vote for that can i ate%

6107 The returnin( officer must eclare electe the can i ate or* in the caseof an election for more than one position* the can i ates )ho receivethe most votes%

6117 #f the returnin( officer is unable to eclare the result of an electionun er subrule 6107 because 2 or more can i ates receive the samenumber of votes* the returnin( officer must5

6a7 con uct a further election for the position in accor ance )ithsubrules 697 to 6107 to eci e )hich of those can i ates is to beelecte 8 or

6b7 )ith the a(reement of those can i ates* eci e b" lot )hich ofthem is to be electe %E amples

The choice of candidate may be decided by the toss of a coin drawing straws ordrawing a name out of a hat.

.. erm of office

617 =ub ect to subrule 637 an rule <:* a committee member hol s officeuntil the positions of the ommittee are eclare vacant at the ne tannual (eneral meetin(%

627 A committee member ma" be re'electe %

637 A (eneral meetin( of the Association ma"5

6a7 b" special resolution remove a committee member from office8 an

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6b7 elect an eli(ible member of the Association to fill the vacantposition in accor ance )ith this -ivision%

697 A member )ho is the sub ect of a propose special resolution un ersubrule 6376a7 ma" ma/e representations in )ritin( to the =ecretar" or;resi ent of the Association 6not e cee in( a reasonable len(th7 anma" re.uest that the representations be provi e to the members ofthe Association%

6<7 The =ecretar" or the ;resi ent ma" (ive a cop" of the representationsto each member of the Association or* if the" are not so (iven* themember ma" re.uire that the" be rea out at the meetin( at )hich thespecial resolution is to be propose %

. Vacation of office

617 A committee member ma" resi(n from the ommittee b" )ritten noticea resse to the ommittee%

627 A person ceases to be a committee member if he or she5

6a7 ceases to be a member of the Association8 or6b7 fails to atten 3 consecutive committee meetin(s 6other than

special or ur(ent committee meetin(s7 )ithout leave of absenceun er rule :@8 or

6c7 other)ise ceases to be a committee member b" operation ofsection @ of the Act%

Note

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

.4 #illin casual vacancies617 The ommittee ma" appoint an eli(ible member of the Association to

fill a position on the ommittee that5

6a7 has become vacant un er rule <:8 or

6b7 )as not fille b" election at the last annual (eneral meetin(%

627 #f the position of =ecretar" becomes vacant* the ommittee mustappoint a member to the position )ithin 19 a"s after the vacanc"arises%

637 Rule << applies to an" committee member appointe b" the ommitteeun er subrule 617 or 627%

697 The ommittee ma" continue to act espite an" vacanc" in itsmembership%

,ivision +)&eetin s of $ommittee

.5 &eetin s of $ommittee

617 The ommittee must meet at least 9 times in each "ear at the ates*times an places etermine b" the ommittee%

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627 The ate* time an place of the first committee meetin( must beetermine b" the members of the ommittee as soon as practicableafter the annual (eneral meetin( of the Association at )hich themembers of the ommittee )ere electe %

637 =pecial committee meetin(s ma" be convene b" the ;resi ent or b"an" 9 members of the ommittee%

.6 Notice of meetin s

617 Notice of each committee meetin( must be (iven to each committeemember no later than @ a"s before the ate of the meetin(%

627 Notice ma" be (iven of more than one committee meetin( at the sametime%

637 The notice must state the ate* time an place of the meetin(%

697 #f a special committee meetin( is convene * the notice must inclu e the(eneral nature of the business to be con ucte %

6<7 The onl" business that ma" be con ucte at the meetin( is thebusiness for )hich the meetin( is convene %

0 Ur ent meetin s

617 #n cases of ur(enc"* a meetin( can be hel )ithout notice bein( (ivenin accor ance )ith rule <C provi e that as much notice as practicableis (iven to each committee member b" the .uic/est means practicable%

627 An" resolution ma e at the meetin( must be passe b" an absolutema orit" of the ommittee%

637 The onl" business that ma" be con ucte at an ur(ent meetin( is thebusiness for )hich the meetin( is convene %

1 (rocedure and order of business

617 The proce ure to be follo)e at a meetin( of a ommittee must beetermine from time to time b" the ommittee%

627 The or er of business ma" be etermine b" the members present atthe meetin(%

2 Use of tec nolo y

617 A committee member )ho is not ph"sicall" present at a committeemeetin( ma" participate in the meetin( b" the use of technolo(" thatallo)s that committee member an the committee members present atthe meetin( to clearl" an simultaneousl" communicate )ith eachother%

627 or the purposes of this ;art* a committee member participatin( in acommittee meetin( as permitte un er subrule 617 is ta/en to bepresent at the meetin( an * if the member votes at the meetin(* ista/en to have vote in person%

3 <uorum

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617 No business ma" be con ucte at a ommittee meetin( unless a.uorum is present%

627 The .uorum for a committee meetin( is the presence 6in person or asallo)e un er rule :27 of a ma orit" of the committee members hol in(office%

637 #f a .uorum is not present )ithin 30 minutes after the notifie

commencement time of a committee meetin(56a7 in the case of a special meetin(5the meetin( lapses8

6b7 in an" other case5the meetin( must be a ourne to a ate nolater than 19 a"s after the a ournment an notice of the time*ate an place to )hich the meetin( is a ourne must be (iven inaccor ance )ith rule <C%

+ Votin

617 On an" .uestion arisin( at a committee meetin(* each committeemember present at the meetin( has one vote%

627 A motion is carrie if a ma orit" of committee members present at themeetin( vote in favour of the motion%

637 =ubrule 627 oes not appl" to an" motion or .uestion )hich is re.uireb" these Rules to be passe b" an absolute ma orit" of the ommittee%

697 #f votes are ivi e e.uall" on a .uestion* the hairperson of themeetin( has a secon or castin( vote%

6<7 Votin( b" pro " is not permitte %

. $onflict of interest

617 A committee member )ho has a material personal interest in a matterbein( consi ere at a committee meetin( must isclose the nature ane tent of that interest to the ommittee%

627 The member5

6a7 must not be present )hile the matter is bein( consi ere at themeetin(8 an

6b7 must not vote on the matter%Note

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

637 This rule oes not appl" to a material personal interest5

6a7 that e ists onl" because the member belon(s to a class of personsfor )hose benefit the Association is establishe 8 or

6b7 that the member has in common )ith all* or a substantialproportion of* the members of the Association%

&inutes of meetin

617 The ommittee must ensure that minutes are ta/en an /ept of eachcommittee meetin(%

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627 The minutes must recor the follo)in(5

6a7 the names of the members in atten ance at the meetin(8

6b7 the business consi ere at the meetin(8

6c7 an" resolution on )hich a vote is ta/en an the result of the vote8

6 7 an" material personal interest isclose un er rule :<%

4 Leave of absence617 The ommittee ma" (rant a committee member leave of absence from

committee meetin(s for a perio not e cee in( 3 months%

627 The ommittee must not (rant leave of absence retrospectivel" unlessit is satisfie that it )as not feasible for the committee member to see/the leave in a vance%

(AR )#'NAN$'AL &A "R%

5 %ource of funds

The fun s of the Association ma" be erive from oinin( fees* annualsubscriptions* onations* fun 'raisin( activities* (rants* interest an an"other sources approve b" the ommittee%

6 &ana ement of funds

617 The Association must open an account )ith a financial institution from)hich all e pen iture of the Association is ma e an into )hich all ofthe Association?s revenue is eposite %

627 =ub ect to an" restrictions impose b" a (eneral meetin( of theAssociation* the ommittee ma" approve e pen iture on behalf of theAssociation%

637 The ommittee ma" authorise the Treasurer to e pen fun s on behalfof the Association 6inclu in( b" electronic fun s transfer7 up to aspecifie limit )ithout re.uirin( approval from the ommittee for eachitem on )hich the fun s are e pen e %

697 All che.ues* rafts* bills of e chan(e* promissor" notes an otherne(otiable instruments must be si(ne b" 2 committee members%

6<7 All fun s of the Association must be eposite into the financial accountof the Association no later than < )or/in( a"s after receipt%

6:7 >ith the approval of the ommittee* the Treasurer ma" maintain a cashfloat provi e that all mone" pai from or pai into the float isaccuratel" recor e at the time of the transaction%

40 #inancial records

617 The Association must /eep financial recor s that5

6a7 correctl" recor an e plain its transactions* financial position anperformance8 an

6b7 enable financial statements to be prepare as re.uire b" the Act%

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627 The Association must retain the financial recor s for @ "ears after thetransactions covere b" the recor s are complete %

637 The Treasurer must /eep in his or her custo "* or un er his or hercontrol5

6a7 the financial recor s for the current financial "ear8 an

6b7 an" other financial recor s as authorise b" the ommittee%

41 #inancial statements

617 or each financial "ear* the ommittee must ensure that there.uirements un er the Act relatin( to the financial statements of theAssociation are met%

627 >ithout limitin( subrule 617* those re.uirements inclu e5

6a7 the preparation of the financial statements8

6b7 if re.uire * the revie) or au itin( of the financial statements8

6c7 the certification of the financial statements b" the ommittee8

6 7 the submission of the financial statements to the annual (eneralmeetin( of the Association8

6e7 the lo (ement )ith the Re(istrar of the financial statements anaccompan"in( reports* certificates* statements an fee%

(AR 4)G"N"RAL &A "R%

42 $ommon seal

617 The Association ma" have a common seal%

627 #f the Association has a common seal56a7 the name of the Association must appear in le(ible characters on

the common seal8

6b7 a ocument ma" onl" be seale )ith the common seal b" theauthorit" of the ommittee an the sealin( must be )itnesse b"the si(natures of t)o committee members8

6c7 the common seal must be /ept in the custo " of the =ecretar"%

43 Re istered address

The re(istere a ress of the Association is56a7 the a ress etermine from time to time b" resolution of the

ommittee8 or

6b7 if the ommittee has not etermine an a ress to be there(istere a ress5the postal a ress of the =ecretar"%

4+ Notice re:uirements

617 An" notice re.uire to be (iven to a member or a committee memberun er these Rules ma" be (iven5

6a7 b" han in( the notice to the member personall"8 or

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6b7 b" sen in( it b" post to the member at the a ress recor e forthe member on the re(ister of members8 or

6c7 b" email or facsimile transmission%

627 =ubrule 617 oes not appl" to notice (iven un er rule :0%

637 An" notice re.uire to be (iven to the Association or the ommitteema" be (iven5

6a7 b" han in( the notice to a member of the ommittee8 or

6b7 b" sen in( the notice b" post to the re(istere a ress8 or

6c7 b" leavin( the notice at the re(istere a ress8 or

6 7 if the ommittee etermines that it is appropriate in thecircumstances5

6i7 b" email to the email a ress of the Association or the=ecretar"8 or

6ii7 b" facsimile transmission to the facsimile number of theAssociation%

4. $ustody and inspection of boo8s and records

617 Dembers ma" on re.uest inspect free of char(e5

6a7 the re(ister of members8

6b7 the minutes of (eneral meetin(s8

6c7 sub ect to subrule 627* the financial recor s* boo/s* securities anan" other relevant ocument of the Association* inclu in( minutesof ommittee meetin(s%

Note

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

627 The ommittee ma" refuse to permit a member to inspect recor s ofthe Association that relate to confi ential* personal* emplo"ment*commercial or le(al matters or )here to o so ma" be pre u icial to theinterests of the Association%

637 The ommittee must on re.uest ma/e copies of these rules available tomembers an applicants for membership free of char(e%

697 =ub ect to subrule 627* a member ma" ma/e a cop" of an" of the otherrecor s of the Association referre to in this rule an the Associationma" char(e a reasonable fee for provision of a cop" of such a recor %

6<7 or purposes of this rule5

relevant documents means the recor s an other ocuments*ho)ever compile * recor e or store * that relate to theincorporation an mana(ement of the Association an inclu es thefollo)in(5

6a7 its membership recor s8

6b7 its financial statements8

6c7 its financial recor s8

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6 7 recor s an ocuments relatin( to transactions* ealin(s*business or propert" of the Association%

4 -indin up and cancellation

617 The Association ma" be )oun up voluntaril" b" special resolution%

627 #n the event of the )in in( up or the cancellation of the incorporation ofthe Association* the surplus assets of the Association must not beistribute to an" members or former members of the Association%

637 =ub ect to the Act an an" court or er ma e un er section 133 of theAct* the surplus assets must be (iven to a bo " that has similarpurposes to the Association an )hich is not carrie on for the profit or(ain of its in ivi ual members%

697 The bo " to )hich the surplus assets are to be (iven must be eci eb" special resolution%

44 Alteration of Rules

These Rules ma" onl" be altere b" special resolution of a (eneralmeetin( of the Association%Note

An alteration of these Rules does not ta!e effect unless or until it is approved by theRegistrar. f these Rules +other than rule 1 " or #, are altered the Association is ta!ento have adopted its own rules not the model rules.

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