Sri Lankan Australian Association of Ballarat: Constitution

CONSTITUTION

SRI LANKAN AUSTRALIAN
ASSOCIATION OF BALLARAT

Consumer Affairs Victoria
Associations Incorporation Reform Act 2012
Associations Incorporation Reform Regulations 2012 - Part 3

Formatted for online publication

Original pdf version

Contents

1.0 PART 1—PRELIMINARY	5
1. Name	5
2. Objectives and Statement of Purpose	5
3. Financial Year	5
4. Definitions	5
2.0 Part 2 – Powers of the Association	7
5. Powers of Association	7
6. Not for profit organisation	7
-Division 1—Membership	9
7. Minimum number of members	9
8. Who is eligible to be a member and membership categories	9
9. Application for membership	9
10. Consideration of application	9
11. New membership	10
12. Annual subscription and fee on joining	10
13. General rights of members	10
14. Associate members	11
15. Rights not transferable	11
16. Ceasing membership	11
17. Resigning as a member	11
18. Register of members	11
4.0 Division 2—Disciplinary action	13
19. Grounds for taking disciplinary action	13
20. Disciplinary subcommittee	13
21. Notice to member	13
22. Decision of subcommittee	14
23. Appeal rights	14
24. Conduct of disciplinary appeal meeting	14
5.0 Division 3—Grievance procedure	16
25. Application	16
26. Parties must attempt to resolve the dispute	16

27. Appointment of mediator	16
28. Mediation process	16
29. Failure to resolve dispute by mediation	17
6.0 PART 4—GENERAL MEETINGS OF THE ASSOCIATION	18
30. Annual general meetings	18
31. Special general meetings	18
32. Special general meeting held at request of members	18
33. Notice of general meetings	19
34. Proxies	19
35. Use of technology	20
36. Quorum at general meetings	20
37. Adjournment of general meeting	20
38. Voting at general meeting	20
39. Special resolutions	21
40. Determining whether resolution carried	21
41. Minutes of general meeting	21
7.0 PART 5—COMMITTEE	24
Division 1—Powers of Committee	24
42. Role and powers	24
43. Delegation	24
Division 2—Composition of Committee and duties of members	24
44. Composition of Committee	24
45. General Duties	25
46. President and Vice-President	25
47. Secretary	25
48. Treasurer	26
49. Organizer	26
Division 3—Election of Committee members and tenure of office	26
50. Who is eligible to be a Committee member	26
51. Positions to be declared vacant	27
52. Nominations	27
53. Election of President etc.	27
54. Election of ordinary members	27
55. Ballot	28
56. Term of office	28
57. Vacation of office	29
58. Filling casual vacancies	29

8.0 Division 4—Meetings of Committee	30
59. Meetings of Committee	30
60. Notice of meetings	30
61. Urgent meetings	30
62. Procedure and order of business	30
63. Use of technology	30
64. Quorum	31
65. Voting	31
66. Conflict of interest	31
67. Minutes of meeting	31
68. Leave of absence	32
9.0 PART 6—FINANCIAL MATTERS	33
69. Source of funds	33
70. Management of funds	33
71. Financial records	33
72. Financial statements	33
PART 7—GENERAL MATTERS	35
73. Common seal	35
74. Registered address	35
75. Notice requirements	35
76. Custody and inspection of books and records	35
77. Winding up and cancellation	36
78. Alteration of Rules	36

1.0 PART 1—PRELIMINARY

1. Name

The name of the incorporated association is “Sri Lanka Australian Association of Ballarat Incorporated".

(Hereinafter referred as “The Association”).

2. Objectives and Statement of Purpose

The purposes of the association are—

(1) To operate as a NON-PROFIT ORGANIZATION.

(2) To provide a forum for members to meet, exchange views, cooperate, and

take leadership in all activities of the Association.

(3) To organise cultural, educational, religious and entertainment

programmes to foster cultural identity and diversity.

(4) To educate its membership and the wider community in relation to health

and wellbeing and promote related activities.

(5) To network and cooperate with other organisations in programmes of

common interest.

(6) To facilitate the integration of newly arrived Sri Lankans in Central

Highlands Region to the local community by providing them with necessary information.

(7) To serve as an information hub to Australians who are interested in Sri

Lanka and its culture.

(8) To promote cross cultural activities within the region accepting,

respecting and understanding the diversity of communities living in the Central Highlands Region.

(9) To foster the welfare of members and their families.

(10) To serve as a platform for fund raising for humanitarian causes such as

aid for victims of natural disasters within Australia and internationally

(11) To support any lawful activity heretofore unlisted, but deemed

appropriate by the members of the association

(12) To acquire assets to maintain the above objectives and purposes

3. Financial Year

The financial year of the Association is each period of 12 months ending on 30 June.

4. Definitions

In these Rules—

absolute majority, of the Committee, means a majority of the committee members currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting);

associate member means a member referred to in rule 14(1);

Central Highlands Region means includes six municipalities in central western Victoria: Ararat Rural City, City of Ballarat, Golden Plains, Hepburn, Moorabool, and Pyrenees.

Chairperson, of a general meeting or committee meeting, means the person chairing the meeting as required under rule 46;

Committee means the Committee having management of the business of the Association;

committee meeting means a meeting of the Committee held in accordance with these Rules;

committee member means a member of the Committee elected or appointed under Division 3 of Part 5;

disciplinary appeal meeting means a meeting of the members of the Association convened under rule 23(3);

disciplinary meeting means a meeting of the Committee convened for the purposes of rule 22;

disciplinary subcommittee means the subcommittee appointed under rule 20;

Executive Committee means a President, a Secretary (Formally known as “Public Officer), a Treasurer, and an Organizer as required under rule 58;

financial year means the 12 month period specified in rule 3;

general meeting means a general meeting of the members of the Association convened in accordance with Part 4 and includes an annual general meeting, a special general meeting and a disciplinary appeal meeting;

member means a member of the Association;

member entitled to vote means a member who under rule 13(2) is entitled to vote at a general meeting;

special resolution means a resolution that requires not less than three-quarters of the members voting at a general meeting, whether in person or by proxy, to vote in favour of the resolution;

the Act means the Associations Incorporation Reform Act 2012 and includes any regulations made under that Act;

the Registrar means the Registrar of Incorporated Associations

2.0 Part 2 – Powers of the Association

5. Powers of Association

1. Subject to the Act, the Association has power to do all things incidental or conducive to

achieve its purposes.

2. Without limiting subrule (1), the Association may—

a) acquire, hold and dispose of real or personal property;

b) open and operate accounts with financial institutions;

c) invite and appeal the Members and the general public to contribute to the public funds of

the Association.

d) accept donations and utilize public funds in projects that are necessary and desirable for

the promotion of the objectives of the Association

e) (invest its money in any security in which trust monies may lawfully be invested;

f) raise and borrow money on any terms and in any manner as it thinks fit;

g) secure the repayment of money raised or borrowed, or the payment of a debt or liability;

h) appoint agents to transact business on its behalf;

i) enter into any other contract it considers necessary or desirable.

j) do all such acts or things that in the opinion of the Association are incidental or conducive

to the attainment of the objectives of the Association.

3. The Association may only exercise its powers and use its income and assets (including any

surplus) for its purposes.

6. Not for profit organisation

1. The Association must not distribute any surplus, income or assets directly or indirectly to its

members.

2. Subrule (1) does not prevent the Association from paying a member—

a. reimbursement for expenses properly incurred by the member; or b. for goods or services provided by the member— if this is done in good faith on terms no more favourable than if the member was not a member.

3.0 PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND

GRIEVANCES -Division 1—Membership

7. Minimum number of members

The Association must have at least 5 members

8. Who is eligible to be a member and membership categories

a) Eligibility - Any individual or entity who is interested in sharing and caring to promote and/or

learn the culture and heritage of Sri Lanka shall qualify for membership of the association.

b) Membership categories- There shall be the following three categories of membership, all

memberships to be renewed annually except for Life membership i. Family membership: Persons who are residents of a household - such as, husband and wife, their children (not older than 21), and their parents (including visiting parents) ii. Associate Membership: Individuals who are above 21, or college attending student, are eligible to become associate members.

iii. Life Membership: Persons who are residents of a household - such as, husband and wife, their children (not older than 21), and their parents (including visiting parents), or individuals who are above 21 or college attending students who makes a substantial contribution or donation to the association and will be awarded by the association with the agreement of majority of the members of the association.).

9. Application for membership

1. To apply to become a member of the Association, a person must submit a written application

to a committee member stating that the person— a. wishes to become a member of the Association; and b. supports the purposes of the Association; and c. agrees to comply with these rules and regulations of the Association.

2. The application—

a. must be signed by the applicant; and b. may be accompanied by the joining fee.

10. Consideration of application

1. As soon as practicable after an application for membership is received, the

Committee must decide by resolution whether to accept or reject the application.

2. The Committee must notify the applicant in writing of its decision as soon as

practicable after the decision is made.

3. If the Committee rejects the application, it must return any money accompanying

the application to the applicant.

4. No reason need be given for the rejection of an application.

11. New membership

1. If an application for membership is approved by the Committee—

(a) the resolution to accept the membership must be recorded in the minutes of

the committee meeting; and

(b) the Secretary must, as soon as practicable, enter the name and address of

the new member, and the date of becoming a member, in the register of members.

2. A person becomes a member of the Association and, subject to rule 13(2), is

entitled to exercise his or her rights of membership from the date, whichever is the later, on which—

(a) the Committee approves the person's membership; or

(b) the person pays the joining fee.

12. Annual subscription and fee on joining

1. At each annual general meeting, the Association must determine—

a) the amount of the annual subscription (if any) for the following financial

year; and

b) the date for payment of the annual subscription.

2. The Association may determine that a lower annual subscription is payable

by associate members.

3. The Association may determine that any new member who joins after the

start of a financial year must, for that financial year, pay a fee equal to—

a) the full annual subscription; or

b) a pro rata annual subscription based on the remaining part of the

financial year; or

c) a fixed amount determined from time to time by the Association.

4. The rights of a member (including the right to vote) who has not paid the

annual subscription by the due date are suspended until the subscription is paid.

13. General rights of members

1. A member of the Association who is entitled to vote has the right—

a) to receive notice of general meetings and of proposed special resolutions

in the manner and time prescribed by these Rules; and

b) to submit items of business for consideration at a general meeting; and

c) to attend and be heard at general meetings; and

d) to vote at a general meeting; and

e) to have access to the minutes of general meetings and other documents of

the Association as provided under rule 76; and

f) to inspect the register of members.

2. A member is entitled to vote if—

a) the member is a member other than an associate member; and

b) more than 10 business days have passed since he or she became a

member of the Association; and

c) the member's membership rights are not suspended for any reason.

3. Family members less than 21 years of age and the parent of family members

(including visiting parents) are not entitled to vote.

14. Associate members

1. Associate members of the Association include—

a) any members under the age of 15 years; and

b) An immediate family member of the member; and

c) any other category of member as determined by special resolution at

a general meeting.

2. An associate member must not vote but may have other rights as determined

by the Committee or by resolution at a general meeting.

15. Rights not transferable

The rights of a member are not transferable and end when membership ceases.

16. Ceasing membership

1. The membership of a person ceases on resignation, expulsion or death.

2. If a person ceases to be a member of the Association, the Secretary must, as

soon as practicable, enter the date the person ceased to be a member in the register of members.

17. Resigning as a member

1. A member may resign by notice in writing given to the Association.

2. A member is taken to have resigned if—

a) the member's annual subscription is more than 12 months in arrears; or

b) where no annual subscription is payable—

(i) the Secretary has made a written request to the member to confirm

that he or she wishes to remain a member; and

(ii) the member has not, within 3 months after receiving that request,

confirmed in writing that he or she wishes to remain a member.

18. Register of members

1) The Secretary must keep and maintain a register of members that includes—

(a) for each current member—

(i) the member's name;

(ii) the address for notice last given by the member;

(iii) the date of becoming a member;

(iv) if the member is an associate member, a note to that effect;

(v) any other information determined by the Committee; and

(b) for each former member, the date of ceasing to be a member.

2) Any member may, at a reasonable time and free of charge, inspect the register of members.

4.0 Division 2—Disciplinary action

19. Grounds for taking disciplinary action

The Association may take disciplinary action against a member in accordance with this Division if it is determined that the member—

a) has failed to comply with these Rules and Regulations; or

b) refuses to support the purposes of the Association; or

c) has engaged in conduct prejudicial to the Association.

d) makes improper use of information or position; or

e) acts for their own benefit or for the benefit of any other person; or

f) misuses their position, or the information they have access to through

their position to get an advantage (financial or otherwise) for themselves or for any other person; or

g) participates at a meeting of the Association under the influence of

intoxicants; or

h) brings dispute to the Association by his or her conduct; or

i) issues any statements or appear on behalf of the Association in any media

without a written approval of the committee.

20. Disciplinary subcommittee

(1) If the Committee is satisfied that there are sufficient grounds for taking

disciplinary action against a member, the Committee must appoint a disciplinary subcommittee to hear the matter and determine what action, if any, to take against the member.

(2) The members of the disciplinary subcommittee—

(a) may be Committee members, members of the Association or anyone else;

but

(b) must not be biased against, or in favour of, the member concerned.

21. Notice to member

(1) Before disciplinary action is taken against a member, the Secretary must give

written notice to the member—

(a) stating that the Association proposes to take disciplinary action against the

member; and

(b) stating the grounds for the proposed disciplinary action; and

disciplinary subcommittee intends to consider the disciplinary action (the disciplinary meeting); and

(d) advising the member that he or she may do one or both of the following—

(i) attend the disciplinary meeting and address the disciplinary

subcommittee at that meeting;

(ii) give a written statement to the disciplinary subcommittee at any time

before the disciplinary meeting; and

(e) setting out the member's appeal rights under rule 23.

(2) The notice must be given no earlier than 28 days, and no later than 14 days,

before the disciplinary meeting is held.

22. Decision of subcommittee

(1) At the disciplinary meeting, the disciplinary subcommittee must—

(a) give the member an opportunity to be heard; and

(b) consider any written statement submitted by the member.

(2) After complying with subrule (1), the disciplinary subcommittee may—

(a) take no further action against the member; or

(b) subject to subrule (3)—

(i) reprimand the member; or

(ii) suspend the membership rights of the member for a specified period;

(iii) expel the member from the Association.

(3) The disciplinary subcommittee may not fine the member.

(4) The suspension of membership rights or the expulsion of a member by the

disciplinary subcommittee under this rule takes effect immediately after the vote is passed.

23. Appeal rights

(1) A person whose membership rights have been suspended or who has been

expelled from the Association under rule 22 may give notice to the effect that he or she wishes to appeal against the suspension or expulsion.

(2) The notice must be in writing and given—

(a) to the disciplinary subcommittee immediately after the vote to suspend or

expel the person is taken; or

(b) to the Secretary not later than 48 hours after the vote.

(3) If a person has given notice under subrule (2), a disciplinary appeal meeting

must be convened by the Committee as soon as practicable, but in any event not later than 21 days, after the notice is received.

(4) Notice of the disciplinary appeal meeting must be given to each member of the

Association who is entitled to vote as soon as practicable and must—

(a) specify the date, time and place of the meeting; and

(b) state—

(i) the name of the person against whom the disciplinary action has

been taken; and

(ii) the grounds for taking that action; and

(iii) that at the disciplinary appeal meeting the members present must

vote on whether the decision to suspend or expel the person should be upheld or revoked.

24. Conduct of disciplinary appeal meeting

(1) At a disciplinary appeal meeting—

(a) no business other than the question of the appeal may be conducted; and

(b) the Committee must state the grounds for suspending or expelling the

member and the reasons for taking that action; and

expelled must be given an opportunity to be heard.

(2) After complying with subrule (1), the members present and entitled to vote at

the meeting must vote by secret ballot on the question of whether the decision to suspend or expel the person should be upheld or revoked.

(3) A member may not vote by proxy at the meeting.

(4) The decision is upheld if not less than three quarters of the members voting at

the meeting vote in favour of the decision.

5.0 Division 3—Grievance procedure

25. Application

(1) The grievance procedure set out in this Division applies to disputes under these

Rules between—

(a) a member and another member;

(b) a member and the Committee;

(2) A member must not initiate a grievance procedure in relation to a matter that is

the subject of a disciplinary procedure until the disciplinary procedure has been completed.

26. Parties must attempt to resolve the dispute

The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.

27. Appointment of mediator

(1) If the parties to a dispute are unable to resolve the dispute between themselves

within the time required by rule 26, the parties must within 10 days—

(a) notify the Committee of the dispute; and

(b) agree to or request the appointment of a mediator; and

(2) The mediator must be—

(a) a person chosen by agreement between the parties; or

(b) in the absence of agreement—

(i) if the dispute is between a member and another member—a person

appointed by the Committee; or

(ii) if the dispute is between a member and the Committee or the

Association—a person appointed or employed by the Dispute Settlement Centre of Victoria.

(3) A mediator appointed by the Committee may be a member or former member

of the Association but in any case must not be a person who—

(a) has a personal interest in the dispute; or

(b) is biased in favour of or against any party.

28. Mediation process

(1) The mediator to the dispute, in conducting the mediation, must—

(a) give each party every opportunity to be heard; and

(b) allow due consideration by all parties of any written statement submitted

by any party; and

mediation process.

(2) The mediator must not determine the dispute.

29. Failure to resolve dispute by mediation

If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

6.0 PART 4—GENERAL MEETINGS OF THE ASSOCIATION

30. Annual general meetings

(1) The Committee must convene an annual general meeting of the Association to

be held within 5 months after the end of each financial year.

(2) Despite subrule (1), the Association may hold its first annual general meeting at

any time within 18 months after its incorporation.

(3) The Committee may determine the date, time and place of the annual general

meeting.

(4) The ordinary business of the annual general meeting is as follows—

(a) to confirm the minutes of the previous annual general meeting and of any

special general meeting held since then;

(b) to receive and consider—

(i) the annual report of the Committee on the activities of the

Association during the preceding financial year; and

(ii) the financial statements of the Association for the preceding

financial year submitted by the Committee in accordance with Part 7 of the Act;

(d) to confirm or vary the amounts (if any) of the annual subscription and

joining fee.

(5) The annual general meeting may also conduct any other business of which

notice has been given in accordance with these Rules.

31. Special general meetings

(1) Any general meeting of the Association, other than an annual general meeting

or a disciplinary appeal meeting, is a special general meeting.

(2) The Committee may convene a special general meeting whenever it thinks fit.

(3) No business other than that set out in the notice under rule 33 may be

conducted at the meeting.

32. Special general meeting held at request of members

(1) The Committee must convene a special general meeting if a request to do so is

made in accordance with subrule (2) by at least 10% of the total number of members.

(2) A request for a special general meeting must—

(a) be in writing; and

(b) state the business to be considered at the meeting and any resolutions to be

proposed; and

and

(d) be given to the Secretary.

(3) If the Committee does not convene a special general meeting within one month

after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.

(4) A special general meeting convened by members under subrule (3)—

(a) must be held within 3 months after the date on which the original request

was made; and

(b) may only consider the business stated in that request.

(5) The Association must reimburse all reasonable expenses incurred by the

members convening a special general meeting under subrule (3).

33. Notice of general meetings

(1) The Secretary (or, in the case of a special general meeting convened under rule

32(3), the members convening the meeting) must give to each member of the Association—

(a) at least 21 days' notice of a general meeting if a special resolution is to be

proposed at the meeting; or

(b) at least 14 days' notice of a general meeting in any other case.

(2) The notice must—

(a) specify the date, time and place of the meeting; and

(b) indicate the general nature of each item of business to be considered at the

meeting; and

(i) state in full the proposed resolution; and

(ii) state the intention to propose the resolution as a special resolution;

and

(d) comply with rule 34(5).

(3) This rule does not apply to a disciplinary appeal meeting.

34. Proxies

(1) A member may appoint another member as his or her proxy to vote and speak

on his or her behalf at a general meeting other than at a disciplinary appeal meeting.

(2) The appointment of a proxy must be in writing and signed by the member

making the appointment.

(3) The member appointing the proxy may give specific directions as to how the

proxy is to vote on his or her behalf, otherwise the proxy may vote on behalf of the member in any matter as he or she sees fit.

(4) If the Committee has approved a form for the appointment of a proxy, the

member may use any other form that clearly identifies the person appointed as the member's proxy and that has been signed by the member.

(5) Notice of a general meeting given to a member under rule 33 must—

(a) state that the member may appoint another member as a proxy for the

meeting; and

(b) include a copy of any form that the Committee has approved for the

appointment of a proxy.

(6) A form appointing a proxy must be given to the Chairperson of the meeting

before or at the commencement of the meeting.

(7) A form appointing a proxy sent by post or electronically is of no effect unless it

is received by the Association no later than 24 hours before the commencement of the meeting.

35. Use of technology

(1) A member not physically present at a general meeting may be permitted to

participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.

(2) For the purposes of this Part, a member participating in a general meeting as

permitted under subrule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

36. Quorum at general meetings

(1) No business may be conducted at a general meeting unless a quorum of

members is present.

(2) The quorum for a general meeting is the presence (physically, by proxy or as

allowed under rule 35) of 10% of the members entitled to vote.

37. Adjournment of general meeting

(1) The Chairperson of a general meeting at which a quorum is present may, with

the consent of a majority of members present at the meeting, adjourn the meeting to another time at the same place or at another place.

(2) Without limiting subrule (1), a meeting may be adjourned—

(a) if there is insufficient time to deal with the business at hand; or

(b) to give the members more time to consider an item of business.

(3) No business may be conducted on the resumption of an adjourned meeting

other than the business that remained unfinished when the meeting was adjourned.

(4) Notice of the adjournment of a meeting under this rule is not required unless

the meeting is adjourned for 14 days or more, in which case notice of the meeting must be given in accordance with rule 33.

38. Voting at general meeting

(1) On any question arising at a general meeting—

(a) subject to subrule (3), each member who is entitled to vote has one vote;

and

(b) members may vote personally or by proxy; and

a majority of votes.

(2) If votes are divided equally on a question, the Chairperson of the meeting has a

second or casting vote.

(3) If the question is whether or not to confirm the minutes of a previous meeting,

only members who were present at that meeting may vote except the persons mentioned in clause 13(3).

(4) This rule does not apply to a vote at a disciplinary appeal meeting conducted

under rule 24.

39. Special resolutions

A special resolution is passed if not less than three quarters of the members voting at a general meeting (whether in person or by proxy) vote in favour of the resolution.

40. Determining whether resolution carried

(1) Subject to subsection (2), the Chairperson of a general meeting may, on the

basis of a show of hands, declare that a resolution has been—

(a) carried; or

(b) carried unanimously; or

(d) lost—

and an entry to that effect in the minutes of the meeting is conclusive proof of that fact.

(2) If a poll (where votes are cast in writing) is demanded by three or more

members on any question—

(a) the poll must be taken at the meeting in the manner determined by the

Chairperson of the meeting; and

(b) the Chairperson must declare the result of the resolution on the basis of

the poll.

(3) A poll demanded on the election of the Chairperson or on a question of an

adjournment must be taken immediately.

(4) A poll demanded on any other question must be taken before the close of the

meeting at a time determined by the Chairperson.

41. Minutes of general meeting

(1) The Committee must ensure that minutes are taken and kept of each general

meeting.

(2) The minutes must record the business considered at the meeting, any resolution

on which a vote is taken and the result of the vote.

(3) In addition, the minutes of each annual general meeting must include—

(a) the names of the members attending the meeting; and

(b) proxy forms given to the Chairperson of the meeting under rule 34(6); and

30(4)(b)(ii); and

(d) the certificate signed by two committee members certifying that the

financial statements give a true and fair view of the financial position and performance of the Association; and

(e) any audited accounts and auditor's report or report of a review

accompanying the financial statements that are required under the Act.

7.0 PART 5—COMMITTEE

Division 1—Powers of Committee

42. Role and powers

(1) The business of the Association must be managed by or under the direction of a

Committee.

(2) The Committee may exercise all the powers of the Association except those

powers that these Rules or the Act require to be exercised by general meetings of the members of the Association.

(3) The Committee may—

(a) appoint and remove staff;

(b) establish subcommittees consisting of members with terms of reference it

considers appropriate.

The subcommittee;

(1) must consist of a minimum of three current committee members;

and

(2) may consists of any number of members of the Association; and

(3) may consists of any number of persons from the general public

upon the

(4) approval of the current committee; and

(5) must report all activities to the Committee; and

(6) must submit a financial report to the Committee if any financial

matters involve.

43. Delegation

(1) The Committee may delegate to a member of the Committee, a subcommittee

or staff, any of its powers and functions other than—

(a) this power of delegation; or

(b) a duty imposed on the Committee by the Act or any other law.

(2) The delegation must be in writing and may be subject to the conditions and

limitations the Committee considers appropriate.

(3) The Committee may, in writing, revoke a delegation wholly or in part.

Division 2—Composition of Committee and duties of members

44. Composition of Committee

The Committee consists of—

(a) a President; and

(b) a Vice-President; and

(d) a Treasurer;and

(e) an organizer

(f) ordinary members (if any) elected under rule 54..

45. General Duties

(1) As soon as practicable after being elected or appointed to the Committee, each

committee member must become familiar with these Rules and the Act.

(2) The Committee is collectively responsible for ensuring that the Association

complies with the Act and that individual members of the Committee comply with these Rules.

(3) Committee members must exercise their powers and discharge their duties with

reasonable care and diligence.

(4) Committee members must exercise their powers and discharge their duties—

(a) in good faith in the best interests of the Association; and

(b) for a proper purpose.

(5) Committee members and former committee members must not make improper

use of—

(a) their position; or

(b) information acquired by virtue of holding their position—

so as to gain an advantage for themselves or any other person or to cause detriment to the Association.

(6) In addition to any duties imposed by these Rules, a committee member must

perform any other duties imposed from time to time by resolution at a general meeting.

46. President and Vice-President

(1) Subject to subrule (2), the President or, in the President's absence, the Vice-

President is the Chairperson for any general meetings and for any committee meetings.

(2) If the President and the Vice-President are both absent, or are unable to preside,

the Chairperson of the meeting must be—

(a) in the case of a general meeting—a member elected by the other members

present; or

(b) in the case of a committee meeting—a committee member elected by the

other committee members present.

47. Secretary

(1) The Secretary must perform any duty or function required under the Act to be

performed by the secretary of an incorporated association.

(2) The Secretary must—

(a) maintain the register of members in accordance with rule 18; and

(b) keep custody of the common seal (if any) of the Association and, except

for the financial records referred to in rule 71(3), all books, documents and securities of the Association in accordance with rules 73 and 76; and

(d) perform any other duty or function imposed on the Secretary by these

Rules.

(3) The Secretary must give to the Registrar notice of his or her appointment within

14 days after the appointment.

48. Treasurer

(1) The Treasurer must—

(a) receive all moneys paid to or received by the Association and issue

receipts for those moneys in the name of the Association; and

(b) ensure that all moneys received are paid into the account of the

Association within 5 working days after receipt; and

of the Association from the Association's funds; and

(d) ensure cheques are signed by at least 2 committee members.

(2) The Treasurer must—

(a) ensure that the financial records of the Association are kept in accordance

with the Act; and

(b) coordinate the preparation of the financial statements of the Association

and their certification by the Committee prior to their submission to the annual general meeting of the Association.

(3) The Treasurer must ensure that at least one other committee member has access

to the accounts and financial records of the Association.

49. Organizer

Organizes all activities of the Association

Division 3—Election of Committee members and tenure of office

50. Who is eligible to be a Committee member

A member is eligible to be elected or appointed as a committee member if the member—

a) is 18 years or over; and

b) has served as an Ordinary Committee Member of the

Association for a minimum of three (03) years; and

c) is eligible to vote at a general meeting; and

d) has paid membership fees regularly and up to date; and

e) is present at the meeting; or

f) is unable to be present at the meeting and produce a written

letter addressed to the Administrative Secretary explaining the reason for absence and willingness to be elected to be an Executive Committee Member.

51. Positions to be declared vacant

(1) This rule applies to—

(a) the first annual general meeting of the Association after its incorporation;

(b) any subsequent annual general meeting of the Association, after the

annual report and financial statements of the Association have been received.

(2) The Chairperson of the meeting must declare all positions on the Committee

vacant and hold elections for those positions in accordance with rules 52 to 55.

52. Nominations

(1) Prior to the election of each position, the Chairperson of the meeting must call

for nominations to fill that position.

(2) An eligible member of the Association may—

(a) nominate himself or herself; or

(b) with the member's consent, be nominated by another member.

(3) A member who is nominated for a position and fails to be elected to that

position may be nominated for any other position for which an election is yet to be held.

53. Election of President etc.

1. At the annual general meeting, separate elections must be held for each of the

following positions—

(a) President;

(b) Vice-President;

(d) Treasurer;

(e) Organizer

2. If only one member is nominated for the position, the Chairperson of the meeting

must declare the member elected to the position.

3. If more than one member is nominated, a ballot must be held in accordance with

rule 55.

4. On his or her election, the new President may take over as Chairperson of the

meeting.

54. Election of ordinary members

(1) The annual general meeting must by resolution decide the number of ordinary

members of the Committee (if any) it wishes to hold office for the next year.

(2) A single election may be held to fill all of those positions.

(3) If the number of members nominated for the position of ordinary committee

member is less than or equal to the number to be elected, the Chairperson of the meeting must declare each of those members to be elected to the position.

(4) If the number of members nominated exceeds the number to be elected, a ballot

must be held in accordance with rule 55.

55. Ballot

(1) If a ballot is required for the election for a position, the Chairperson of the

meeting must appoint a member to act as returning officer to conduct the ballot.

(2) The returning officer must not be a member nominated for the position.

(3) Before the ballot is taken, each candidate may make a short speech in support

of his or her election.

(4) The election must be by secret ballot.

(5) The returning officer must give a blank piece of paper to—

(a) each member present in person; and

(b) each proxy appointed by a member.

(6) If the ballot is for a single position, the voter must write on the ballot paper the

name of the candidate for whom they wish to vote.

(7) If the ballot is for more than one position—

(a) the voter must write on the ballot paper the name of each candidate for

whom they wish to vote;

(b) the voter must not write the names of more candidates than the number to

be elected.

(8) Ballot papers that do not comply with subrule (7)(b) are not to be counted.

(9) Each ballot paper on which the name of a candidate has been written counts as

one vote for that candidate.

(10) The returning officer must declare elected the candidate or, in the case of an

election for more than one position, the candidates who received the most votes.

(11) If the returning officer is unable to declare the result of an election under

subrule (10) because 2 or more candidates received the same number of votes, the returning officer must—

(a) conduct a further election for the position in accordance with subrules (4)

to (10) to decide which of those candidates is to be elected; or

(b) with the agreement of those candidates, decide by lot which of them is to

be elected.

56. Term of office

(1) Subject to subrule (3) and rule 57, a committee member holds office until the

positions of the Committee are declared vacant at the next annual general meeting.

(2) A committee member may be re-elected.

(3) A general meeting of the Association may—

(a) by special resolution remove a committee member from office; and

(b) elect an eligible member of the Association to fill the vacant position in

accordance with this Division.

(4) A member who is the subject of a proposed special resolution under subrule

(3)(a) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.

(5) The Secretary or the President may give a copy of the representations to each

member of the Association or, if they are not so given, the member may require that they be read out at the meeting at which the special resolution is to be proposed.

57. Vacation of office

(1) A committee member may resign from the Committee by written notice

addressed to the Committee.

(2) A person ceases to be a committee member if he or she—

(a) ceases to be a member of the Association; or

(b) fails to attend 3 consecutive committee meetings (other than special or

urgent committee meetings) without leave of absence under rule 68; or

the Act.

58. Filling casual vacancies

(1) The Committee may appoint an eligible member of the Association to fill a

position on the Committee that—

(a) has become vacant under rule 57; or

(b) was not filled by election at the last annual general meeting.

(2) If the position of Secretary becomes vacant, the Committee must appoint a

member to the position within 14 days after the vacancy arises.

(3) Rule 56 applies to any committee member appointed by the Committee under

subrule (1) or (2).

(4) The Committee may continue to act despite any vacancy in its membership.

8.0 Division 4—Meetings of Committee

59. Meetings of Committee

(1) The Committee must meet at least 4 times in each year at the dates, times and

places determined by the Committee.

(2) The date, time and place of the first committee meeting must be determined by

the members of the Committee as soon as practicable after the annual general meeting of the Association at which the members of the Committee were elected.

(3) Special committee meetings may be convened by the President or by any 4

members of the Committee.

60. Notice of meetings

(1) Notice of each committee meeting must be given to each committee member no

later than 7 days before the date of the meeting.

(2) Notice may be given of more than one committee meeting at the same time.

(3) The notice must state the date, time and place of the meeting.

(4) If a special committee meeting is convened, the notice must include the general

nature of the business to be conducted.

(5) The only business that may be conducted at the meeting is the business for

which the meeting is convened.

61. Urgent meetings

(1) In cases of urgency, a meeting can be held without notice being given in

accordance with rule 60 provided that as much notice as practicable is given to each committee member by the quickest means practicable.

(2) Any resolution made at the meeting must be passed by an absolute majority of

the Committee.

(3) The only business that may be conducted at an urgent meeting is the business

for which the meeting is convened.

62. Procedure and order of business

(1) The procedure to be followed at a meeting of a Committee must be determined

from time to time by the Committee.

(2) The order of business may be determined by the members present at the

meeting.

63. Use of technology

(1) A committee member who is not physically present at a committee meeting

may participate in the meeting by the use of technology that allows that committee member and the committee members present at the meeting to clearly and simultaneously communicate with each other.

(2) For the purposes of this Part, a committee member participating in a committee

meeting as permitted under subrule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

64. Quorum

(1) No business may be conducted at a Committee meeting unless a quorum is

present.

(2) The quorum for a committee meeting is the presence (in person or as allowed

under rule 63) of a majority of the committee members holding office.

(3) If a quorum is not present within 30 minutes after the notified commencement

time of a committee meeting—

(a) in the case of a special meeting—the meeting lapses;

(b) in any other case—the meeting must be adjourned to a date no later than

14 days after the adjournment and notice of the time, date and place to which the meeting is adjourned must be given in accordance with rule 60.

65. Voting

(1) On any question arising at a committee meeting, each committee member

present at the meeting has one vote.

(2) A motion is carried if a majority of committee members present at the meeting

vote in favour of the motion.

(3) Subrule (2) does not apply to any motion or question which is required by these

Rules to be passed by an absolute majority of the Committee.

(4) If votes are divided equally on a question, the Chairperson of the meeting has a

second or casting vote.

(5) Voting by proxy is not permitted.

66. Conflict of interest

(1) A committee member who has a material personal interest in a matter being

considered at a committee meeting must disclose the nature and extent of that interest to the Committee.

(2) The member—

(a) must not be present while the matter is being considered at the meeting;

and

(b) must not vote on the matter.

(3) This rule does not apply to a material personal interest—

(a) that exists only because the member belongs to a class of persons for

whose benefit the Association is established; or

(b) that the member has in common with all, or a substantial proportion of,

the members of the Association.

67. Minutes of meeting

(1) The Committee must ensure that minutes are taken and kept of each committee

meeting.

(2) The minutes must record the following—

(a) the names of the members in attendance at the meeting;

(b) the business considered at the meeting;

(d) any material personal interest disclosed under rule 66.

68. Leave of absence

(1) The Committee may grant a committee member leave of absence from

committee meetings for a period not exceeding 3 months.

(2) The Committee must not grant leave of absence retrospectively unless it is

satisfied that it was not feasible for the committee member to seek the leave in advance.

9.0 PART 6—FINANCIAL MATTERS

69. Source of funds

The funds of the Association may be derived from joining fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the Committee.

70. Management of funds

(1) The Association must open an account with a financial institution from which

all expenditure of the Association is made and into which all of the Association's revenue is deposited.

(2) Subject to any restrictions imposed by a general meeting of the Association, the

Committee may approve expenditure on behalf of the Association.

(3) The Committee may authorise the Treasurer to expend funds on behalf of the

Association (including by electronic funds transfer) up to a specified limit without requiring approval from the Committee for each item on which the funds are expended.

(4) All cheques, drafts, bills of exchange, promissory notes and other negotiable

instruments must be signed by the treasurer and the president or the secretary..

(5) All funds of the Association must be deposited into the financial account of the

Association no later than 5 working days after receipt.

(6) With the approval of the Committee, the Treasurer may maintain a cash float

provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.

71. Financial records

(1) The Association must keep financial records that—

(a) correctly record and explain its transactions, financial position and

performance; and

(b) enable financial statements to be prepared as required by the Act.

(2) The Association must retain the financial records for 7 years after the

transactions covered by the records are completed.

(3) The Treasurer must keep in his or her custody, or under his or her control—

(a) the financial records for the current financial year; and

(b) any other financial records as authorised by the Committee.

72. Financial statements

(1) For each financial year, the Committee must ensure that the requirements under

the Act relating to the financial statements of the Association are met.

(2) Without limiting subrule (1), those requirements include—

(a) the preparation of the financial statements;

(b) if required, the review or auditing of the financial statements;

(d) the submission of the financial statements to the annual general meeting of

the Association;

(e) the lodgement with the Registrar of the financial statements and

accompanying reports, certificates, statements and fee.

PART 7—GENERAL MATTERS

73. Common seal

1. The Association may have a common seal.

2. If the Association has a common seal—

(a) the name of the Association must appear in legible characters on the

common seal;

(b) a document may only be sealed with the common seal by the authority of

the Committee and the sealing must be witnessed by the signatures of two committee members;

74. Registered address

The registered address of the Association is—

(a) the address determined from time to time by resolution of the Committee;

(b) if the Committee has not determined an address to be the registered

address—the postal address of the Secretary.

75. Notice requirements

(1) Any notice required to be given to a member or a committee member under

these Rules may be given—

(a) by handing the notice to the member personally; or

(b) by sending it by post to the member at the address recorded for the

member on the register of members; or

(2) Subrule (1) does not apply to notice given under rule 61.

(3) Any notice required to be given to the Association or the Committee may be

given—

(a) by handing the notice to a member of the Committee; or

(b) by sending the notice by post to the registered address; or

(d) if the Committee determines that it is appropriate in the circumstances—

(i) by email to the email address of the Association or the Secretary; or

(ii) by facsimile transmission to the facsimile number of the Association.

76. Custody and inspection of books and records

1. Members may on request inspect free of charge—

(a) the register of members;

(b) the minutes of general meetings;

other relevant document of the Association, including minutes of Committee meetings.

2. The Committee may refuse to permit a member to inspect records of the

Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association.

3. The Committee must on request make copies of these rules available to

members and applicants for membership free of charge.

4. Subject to subrule (2), a member may make a copy of any of the other records

of the Association referred to in this rule and the Association may charge a reasonable fee for provision of a copy of such a record.

5. For purposes of this rule—relevant documents means the records and other

documents, however compiled, recorded or stored, that relate to the incorporation and management of the Association and includes the following—

(a) its membership records;

(b) its financial statements;

(d) records and documents relating to transactions, dealings, business or

property of the Association.

77. Winding up and cancellation

1. The Association may be wound up voluntarily by special resolution.

2. In the event of the winding up or the cancellation of the incorporation of the

Association, the surplus assets of the Association must not be distributed to any members or former members of the Association.

3. Subject to the Act and any court order made under section 133 of the Act, the

surplus assets must be given to a body that has similar purposes to the Association and which is not carried on for the profit or gain of its individual members.

4. The body to which the surplus assets are to be given must be decided by

special resolution.

78. Alteration of Rules

These Rules may only be altered by special resolution of a general meeting of the Association.

Sri Lankan Australian Association of Ballarat

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