Associations Incorporation Regulations 1998 - SCHEDULE 5

This legislation has been repealed.

Associations Incorporation Regulations 1998 - SCHEDULE 5

MODEL RULES FOR AN INCORPORATED ASSOCIATION

1. Name

The name of the incorporated association is (in these Rules called "the
Association").

2. Definitions



(1) In these Rules, unless the contrary intention appears-

Act means the Associations Incorporation Act 1981; committee means the
committee of management of the Association; financial year means the year
ending on 30 June; general meeting means a general meeting of members convened
in accordance with rule 12. member means a member of the Association; ordinary
member of the committee means a member of the committee who is not an officer
of the Association under Rule 21; Regulations means regulations under the Act;
relevant documents has the same meaning as in the Act.

(2) In these Rules, a reference to the Secretary of an Association is a
reference-

   (a)  if a person holds office under these Rules as Secretary of the
        Association-to that person; and

   (b)  in any other case, to the public officer of the Association.

3. Alteration of the rules

These Rules and the statement of purposes of the Association must not be
altered except in accordance with the Act.

4. Membership, entry fees and subscription



(1) A person who applies and is approved for membership as provided in these
Rules is eligible to be a member of the Association on payment of the entrance
fee and annual subscription payable under these Rules.

(2) A person who is not a member of the Association at the time of the
incorporation of the Association (or who was a member at that time but has
ceased to be a member) must not be admitted to membership unless-

   (a)  he or she applies for membership in accordance with subrule (3); and

   (b)  the admission as a member is approved by the committee.

(3) An application of a person for membership of the Association must-

   (a)  be made in writing in the form set out in Appendix 1; and

   (b)  be lodged with the Secretary of the Association.

(4) As soon as practicable after the receipt of an application, the Secretary
must refer the application to the committee.

(5) The committee must determine whether to approve or reject the application.





(6) If the committee approves an application for membership, the Secretary
must, as soon as practicable-

   (a)  notify the applicant in writing of the approval for membership; and

   (b)  request payment within 28 days after receipt of the notification of
        the sum payable under these Rules as the entrance fee and the first
        year's annual subscription.

(7) The Secretary must, within 28 days after receipt of the amounts referred
to in subrule (6), enter the applicant's name in the register of members.

(8) An applicant for membership becomes a member and is entitled to exercise
the rights of membership when his or her name is entered in the register of
members.

(9) If the committee rejects an application, the committee must, as soon as
practicable, notify the applicant in writing that the application has been
rejected.

(10) A right, privilege, or obligation of a person by reason of membership of
the Association-

   (a)  is not capable of being transferred or transmitted to another person;
        and

   (b)  terminates upon the cessation of membership whether by death or
        resignation or otherwise.

(11) The entrance fee is the relevant amount set out in Appendix 4.

(12) The annual subscription is the relevant amount set out in Appendix 4 and
is payable in advance on or before 1 July in each year.





5. Register of members



(1) The Secretary must keep and maintain a register of members containing-

   (a)  the name and address of each member; and

   (b)  the date on which each member's name was entered in the register.

(2) The register is available for inspection free of charge by any member upon
request.

(3) A member may make a copy of entries in the register.

6. Ceasing membership



(1) A member of the Association who has paid all moneys due and payable by a
member to the Association may resign from the Association by giving one
month's notice in writing to the Secretary of his or her intention to resign.

(2) After the expiry of the period referred to in subrule (1)-

   (a)  the member ceases to be a member; and

   (b)  the Secretary must record in the register of members the date on which
        the member ceased to be a member.

7. Discipline, suspension and expulsion of members



(1) Subject to these Rules, if the committee is of the opinion that a member
has refused or neglected to comply with these Rules, or has been guilty of
conduct unbecoming a member or prejudicial to the interests of the
Association, the committee may by resolution-

   (a)  fine that member an amount not exceeding $500; or



   (b)  suspend that member from membership of the Association for a specified
        period; or

   (c)  expel that member from the Association.

(2) A resolution of the committee under subrule (1) does not take effect
unless-

   (a)  at a meeting held in accordance with subrule (3), the committee
        confirms the resolution; and

   (b)  if the member exercises a right of appeal to the Association under
        this rule, the Association confirms the resolution in accordance with
        this rule.

(3) A meeting of the committee to confirm or revoke a resolution passed under
subrule (1) must be held not earlier than 14 days, and not later than 28 days,
after notice has been given to the member in accordance with subrule (4).

(4) For the purposes of giving notice in accordance with subrule (3), the
Secretary must, as soon as practicable, cause to be given to the member a
written notice-

   (a)  setting out the resolution of the committee and the grounds on which
        it is based; and

   (b)  stating that the member, or his or her representative, may address the
        committee at a meeting to be held not earlier than 14 days and not
        later than 28 days after the notice has been given to that member; and

   (c)  stating the date, place and time of that meeting; and

   (d)  informing the member that he or she may do one or both of the
        following-

   (i)  attend that meeting;

   (ii) give to the committee before the date of that meeting a written
        statement seeking the revocation of the resolution;

   (e)  informing the member that, if at that meeting, the committee confirms
        the resolution, he or she may, not later than 48 hours after that
        meeting, give the Secretary a notice to the effect that he or she
        wishes to appeal to the Association in general meeting against the
        resolution.

(5) At a meeting of the committee to confirm or revoke a resolution passed
under subrule (1), the committee must-

   (a)  give the member, or his or her representative, an opportunity to be
        heard; and

   (b)  give due consideration to any written statement submitted by the
        member; and

   (c)  determine by resolution whether to confirm or to revoke the
        resolution.

(6) If at the meeting of the committee, the committee confirms the resolution,
the member may, not later than 48 hours after that meeting, give the Secretary
a notice to the effect that he or she wishes to appeal to the Association in
general meeting against the resolution.

(7) If the Secretary receives a notice under subrule (6), he or she must
notify the committee and the committee must convene a general meeting of the
Association to be held within 21 days after the date on which the Secretary
received the notice.

(8) At a general meeting of the Association convened under subrule (7)-

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

   (b)  the committee may place before the meeting details of the grounds for
        the resolution and the reasons for the passing of the resolution; and

   (c)  the member, or his or her representative, must be given an opportunity
        to be heard; and

   (d)  the members present must vote by secret ballot on the question whether
        the resolution should be confirmed or revoked.

(9) A resolution is confirmed if, at the general meeting, not less than
two-thirds of the members vote in person, or by proxy, in favour of the
resolution. In any other case, the resolution is revoked.

8. Disputes and mediation



(1) The grievance procedure set out in this rule applies to disputes under
these Rules between-

   (a)  a member and another member; or

   (b)  a member and the Association.

(2) The parties to the dispute must meet and discuss the matter in dispute,
and, if possible, resolve the dispute within 14 days after the dispute comes
to the attention of all of the parties.

(3) If the parties are unable to resolve the dispute at the meeting, or if a
party fails to attend that meeting, then the parties must, within 10 days,
hold a meeting in the presence of a mediator.

(4) The mediator must be-

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





   (b)  in the absence of agreement-

   (i)  in the case of a dispute between a member and another member, a person
        appointed by the committee of the Association; or

   (ii) in the case of a dispute between a member and the Association, a
        person who is a mediator appointed or employed by the Dispute
        Settlement Centre of Victoria (Department of Justice).

(5) A member of the Association can be a mediator.

(6) The mediator cannot be a member who is a party to the dispute.

(7) The parties to the dispute must, in good faith, attempt to settle the
dispute by mediation.

(8) The mediator, in conducting the mediation, must-

   (a)  give the parties to the mediation process every opportunity to be
        heard; and

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

   (c)  ensure that natural justice is accorded to the parties to the dispute
        throughout the mediation process.

(9) The mediator must not determine the dispute.

(10) If the mediation process does not result in the dispute being resolved,
the parties may seek to resolve the dispute in accordance with the Act or
otherwise at law.





9. Annual general meetings



(1) The committee may determine the date, time and place of the annual general
meeting of the Association.

(2) The notice convening the annual general meeting must specify that the
meeting is an annual general meeting.

(3) The ordinary business of the annual general meeting shall be-

   (a)  to confirm the minutes of the previous annual general meeting and of
        any general meeting held since that meeting; and

   (b)  to receive from the committee reports upon the transactions of the
        Association during the last preceding financial year; and

   (c)  to elect officers of the Association and the ordinary members of the
        committee; and

   (d)  to receive and consider the statement submitted by the Association in
        accordance with section 30(3) of the Act.

(4) The annual general meeting may conduct any special business of which
notice has been given in accordance with these Rules.

10. Special general meetings



(1) In addition to the annual general meeting, any other general meetings may
be held in the same year.

(2) All general meetings other than the annual general meeting are special
general meetings.

(3) The committee may, whenever it thinks fit, convene a special general
meeting of the Association.

(4) If, but for this subrule, more than 15 months would elapse between annual
general meetings, the committee must convene a special general meeting before
the expiration of that period.

(5) The committee must, on the request in writing of members representing not
less than 5 per cent of the total number of members, convene a special general
meeting of the Association.

(6) The request for a special general meeting must-

   (a)  state the objects of the meeting; and

   (b)  be signed by the members requesting the meeting; and

   (c)  be sent to the address of the Secretary.

(7) If the committee does not cause a special general meeting to be held
within one month after the date on which the request is sent to the address of
the Secretary, the members making the request, or any of them, may convene a
special general meeting to be held not later than 3 months after that date.

(8) If a special general meeting is convened by members in accordance with
this rule, it must be convened in the same manner so far as possible as a
meeting convened by the committee and all reasonable expenses incurred in
convening the special general meeting must be refunded by the Association to
the persons incurring the expenses.

11. Special business

All business that is conducted at a special general meeting and all business
that is conducted at the annual general meeting, except for business conducted
under the rules as ordinary business of the annual general meeting, is deemed
to be special business.

12. Notice of general meetings



(1) The Secretary of the Association, at least 14 days, or if a special
resolution has been proposed at least 21 days, before the date fixed for
holding a general meeting of the Association, must cause to be sent to each
member of the Association, a notice stating the place, date and time of the
meeting and the nature of the business to be conducted at the meeting.

(2) Notice may be sent-

   (a)  by prepaid post to the address appearing in the register of members;
        or

   (b)  if the member requests, by facsimile transmission or electronic
        transmission.

(3) No business other than that set out in the notice convening the meeting
may be conducted at the meeting.

(4) A member intending to bring any business before a meeting may notify in
writing, or by electronic transmission, the Secretary of that business, who
must include that business in the notice calling the next general meeting.

13. Quorum at general meetings



(1) No item of business may be conducted at a general meeting unless a quorum
of members entitled under these Rules to vote is present at the time when the
meeting is considering that item.

(2) Five members personally present (being members entitled under these Rules
to vote at a general meeting) constitute a quorum for the conduct of the
business of a general meeting.

(3) If, within half an hour after the appointed time for the commencement of a
general meeting, a quorum is not present-

        (i)    in the case of a meeting convened upon the request of
               members-the meeting must be dissolved; and

        (ii)   in any other case-the meeting shall stand adjourned to the same
               day in the next week at the same time and (unless another place
               is specified by the Chairperson at the time of the adjournment
               or by written notice to members given before the day to which
               the meeting is adjourned) at the same place.

(4) If at the adjourned meeting the quorum is not present within half an hour
after the time appointed for the commencement of the meeting, the members
personally present (being not less than 3) shall be a quorum.

14. Presiding at general meetings



(1) The President, or in the President's absence, the Vice-President, shall
preside as Chairperson at each general meeting of the Association.

(2) If the President and the Vice-President are absent from a general meeting,
or are unable to preside, the members present must select one of their number
to preside as Chairperson.

15. Adjournment of meetings



(1) The person presiding may, with the consent of a majority of members
present at the meeting, adjourn the meeting from time to time and place to
place.

(2) No business may be conducted at an adjourned meeting other than the
unfinished business from the meeting that was adjourned.

(3) If a meeting is adjourned for 14 days or more, notice of the adjourned
meeting must be given in accordance with rule 12.

(4) Except as provided in subrule (3), it is not necessary to give notice of
an adjournment or of the business to be conducted at an adjourned meeting.

16. Voting at general meetings



(1) Upon any question arising at a general meeting of the Association, a
member has one vote only.

(2) All votes must be given personally or by proxy.

(3) In the case of an equality of voting on a question, the Chairperson of the
meeting is entitled to exercise a second or casting vote.

(4) A member is not entitled to vote at a general meeting unless all moneys
due and payable by the member to the Association have been paid, other than
the amount of the annual subscription payable in respect of the current
financial year.

17. Poll at general meetings



(1) If at a meeting a poll on any question is demanded by not less than 3
members, it must be taken at that meeting in such manner as the Chairperson
may direct and the resolution of the poll shall be deemed to be a resolution
of the meeting on that question.

(2) A poll that is demanded on the election of a Chairperson or on a question
of an adjournment must be taken immediately and a poll that is demanded on any
other question must be taken at such time before the close of the meeting as
the Chairperson may direct.

18. Manner of determining whether resolution carried

If a question arising at a general meeting of the Association is determined on
a show of hands-

   (a)  a declaration by the Chairperson that a resolution has been-

   (i)  carried; or

   (ii) carried unanimously; or

   (iii) carried by a particular majority; or

   (iv) lost; and

   (b)  an entry to that effect in the minute book of the Association-

is evidence of the fact, without proof of the number or proportion of the
votes recorded in favour of, or against, that resolution.

19. Proxies



(1) Each member is entitled to appoint another member as a proxy by notice
given to the Secretary no later than 24 hours before the time of the meeting
in respect of which the proxy is appointed.

(2) The notice appointing the proxy must be-

   (a)  for a meeting of the Association convened under rule 7(7), in the form
        set out in Appendix 2; or

   (b)  in any other case, in the form set out in Appendix 3.

20. Committee of Management



(1) The affairs of the Association shall be managed by the committee of
management.

(2) The committee-

   (a)  shall control and manage the business and affairs of the Association;
        and

   (b)  may, subject to these Rules, the Act and the Regulations, exercise all
        such powers and functions as may be exercised by the Association other
        than those powers and functions that are required by these Rules to be
        exercised by general meetings of the members of the Association; and

   (c)  subject to these Rules, the Act and the Regulations, has power to
        perform all such acts and things as appear to the committee to be
        essential for the proper management of the business and affairs of the
        Association.

(3) Subject to section 23 of the Act, the committee shall consist of-

   (a)  the officers of the Association; and

   (b)  two ordinary members-

each of whom shall be elected at the annual general meeting of the Association
in each year.

21. Office holders



(1) The officers of the Association shall be-

   (a)  a President;

   (b)  a Vice-President;

   (c)  a Treasurer; and

   (d)  a Secretary.

(2) The provisions of rule 23, so far as they are applicable and with the
necessary modifications, apply to and in relation to the election of persons
to any of the offices referred to in subrule (1).

(3) Each officer of the Association shall hold office until the annual general
meeting next after the date of his or her election but is eligible for
re-election.

(4) In the event of a casual vacancy in any office referred to in subrule (1),
the committee may appoint one of its members to the vacant office and the
member appointed may continue in office up to and including the conclusion of
the annual general meeting next following the date of the appointment.

22. Ordinary members of the committee



(1) Subject to these Rules, each ordinary member of the committee shall hold
office until the annual general meeting next after the date of election but is
eligible for re-election.

(2) In the event of a casual vacancy occurring in the office of an ordinary
member of the committee, the committee may appoint a member of the Association
to fill the vacancy and the member appointed shall hold office, subject to
these Rules, until the conclusion of the annual general meeting next following
the date of the appointment.

23. Election of officers and ordinary committee members



(1) Nominations of candidates for election as officers of the Association or
as ordinary members of the committee must be-

   (a)  made in writing, signed by two members of the Association and
        accompanied by the written consent of the candidate (which may be
        endorsed on the form of nomination); and

   (b)  delivered to the Secretary of the Association not less than 7 days
        before the date fixed for the holding of the annual general meeting.

(2) A candidate may only be nominated for one office, or as an ordinary member
of the committee, prior to the annual general meeting.

(3) If insufficient nominations are received to fill all vacancies on the
committee, the candidates nominated shall be deemed to be elected and further
nominations may be received at the annual general meeting.

(4) If the number of nominations received is equal to the number of vacancies
to be filled, the persons nominated shall be deemed to be elected.

(5) If the number of nominations exceeds the number of vacancies to be filled,
a ballot must be held.

(6) The ballot for the election of officers and ordinary members of the
committee must be conducted at the annual general meeting in such manner as
the committee may direct.

24. Vacancies

The office of an officer of the Association, or of an ordinary member of the
committee, becomes vacant if the officer or member-

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

   (b)  becomes an insolvent under administration within the meaning of the
        Corporations Act; or





   (c)  resigns from office by notice in writing given to the Secretary.

25. Meetings of the committee



(1) The committee must meet at least 3 times in each year at such place and
such times as the committee may determine.

(2) Special meetings of the committee may be convened by the President or by
any 4 members of the committee.

26. Notice of committee meetings



(1) Written notice of each committee meeting must be given to each member of
the committee at least 2 business days before the date of the meeting.

(2) Written notice must be given to members of the committee of any special
meeting specifying the general nature of the business to be conducted and no
other business may be conducted at such a meeting.

27. Quorum for committee meetings



(1) Any 4 members of the committee constitute a quorum for the conduct of the
business of a meeting of the committee.

(2) No business may be conducted unless a quorum is present.

(3) If within half an hour of the time appointed for the meeting a quorum is
not present-

        (i)    in the case of a special meeting-the meeting lapses;

        (ii)   in any other case-the meeting shall stand adjourned to the same
               place and the same time and day in the following week.

(4) The committee may act notwithstanding any vacancy on the committee.

28. Presiding at committee meetings

At meetings of the committee-

   (a)  the President or, in the President's absence, the Vice-President
        presides; or

   (b)  if the President and the Vice-President are absent, or are unable to
        preside, the members present must choose one of their number to
        preside.

29. Voting at committee meetings



(1) Questions arising at a meeting of the committee, or at a meeting of any
sub-committee appointed by the committee, shall be determined on a show of
hands or, if a member requests, by a poll taken in such manner as the person
presiding at that meeting may determine.

(2) Each member present at a meeting of the committee, or at a meeting of any
sub-committee appointed by the committee (including the person presiding at
the meeting), is entitled to one vote and, in the event of an equality of
votes on any question, the person presiding may exercise a second or casting
vote.

30. Removal of committee member



(1) The Association in general meeting may, by resolution, remove any member
of the committee before the expiration of the member's term of office and
appoint another member in his or her place to hold office until the expiration
of the term of the first-mentioned member.

(2) A member who is the subject of a proposed resolution referred to in
subrule (1) 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.

(3) 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.

31. Minutes of meetings

The Secretary of the Association must keep minutes of the resolutions and
proceedings of each general meeting, and each committee meeting, together with
a record of the names of persons present at committee meetings.

32. Funds



(1) The Treasurer of the Association must-

   (a)  collect and receive all moneys due to the Association and make all
        payments authorised by the Association; and

   (b)  keep correct accounts and books showing the financial affairs of the
        Association with full details of all receipts and expenditure
        connected with the activities of the Association.

(2) All cheques, drafts, bills of exchange, promissory notes and other
negotiable instruments must be signed by two members of the committee.

(3) The funds of the Association shall be derived from entrance fees, annual
subscriptions, donations and such other sources as the committee determines.

33. Seal



(1) The common seal of the Association must be kept in the custody of the
Secretary.

(2) The common seal must not be affixed to any instrument except by the
authority of the committee and the affixing of the common seal must be
attested by the signatures either of two members of the committee or, of one
member of the committee and of the public officer of the Association.

34. Notice to members

Except for the requirement in rule 12, any notice that is required to be given
to a member, by on behalf of the Association, under these Rules may be given
by-

   (a)  delivering the notice to the member personally; or

   (b)  sending it by prepaid post addressed to the member at that member's
        address shown in the register of members; or

   (c)  facsimile transmission, if the member has requested that the notice be
        given to him or her in this manner; or

   (d)  electronic transmission, if the member has requested that the notice
        be given to him or her in this manner.

35. Winding up

In the event of the winding up or the cancellation of the incorporation of the
Association, the assets of the Association must be disposed of in accordance
with the provisions of the Act.

36. Custody and inspection of books and records



(1) Except as otherwise provided in these Rules, the Secretary must keep in
his or her custody or under his or her control all books, documents and
securities of the Association.

(2) All accounts, books, securities and any other relevant documents of the
Association must be available for inspection free of charge by any member upon
request.

(3) A member may make a copy of any accounts, books, securities and any other
relevant documents of the Association.

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