Greenwood Toy Library Inc
Rules of Greenwood Toy Library Inc.
Approved at 2019 Annual General Meeting
Date: 25/7/2019
RULES OF ASSOCIATION
1. Name of Association The name of the Association is Greenwood Toy Library Inc.
2. Definitions In these rules, unless the contrary intention appears -
“annual general meeting” is the meeting convened under paragraph (b) of rule 17 (1);
“Committee meeting” means a meeting referred to in rule 16;
“Committee member” means person referred to in paragraph (a), (b), (c), (d) or (e) of rule 11 (1);
“convene” means to call together for a formal meeting;
“department” means the government department with responsibility for administering the Associations Incorporation Act (2015);
“financial year” means the period of 12 months commencing on 1 July and ending on 30 June of each year:
“general meeting” means a meeting to which all members are invited;
“member” means a person (including a body corporate) who is an ordinary member or an associate member of the Association;;
“ordinary committee member” means a committee member who is not an office holder of the Association under rule 8(3);
“ordinary member” means a member with the rights referred to in rule 8(5);
“ordinary resolution” means resolution other than a special resolution;
“poll” means voting conducted in written form (as opposed to a show of hands);
“special general meeting” means a general meeting other than the annual general meeting;
“special resolution” means a resolution passed by the members at a general meeting in accordance with section 51 of the Act;
“the Act” means the Associations Incorporation Act 2015;
“the Association” means the Association referred to in rule 1;
“the Chairperson” means in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with rule 12.
“the Commissioner” means the person for the time being designated as the Commissioner under section 153 of the Act;
“the Committee” means the Committee of Management of the Association referred to in rule 11 (1);
“the President” means the President referred to in paragraph (a) of rule 11 (1)
“the Secretary” means the Secretary referred to in paragraph (c) of rule 11 (1);
“the Treasurer” means the Treasurer referred to in paragraph (d) of rule 11 (1)
“the Vice - President” means the Vice - President referred to in paragraph (b) of rule 11 (1).
3. Objects of Association
1) The objects of the Association are
-a. To establish and maintain a not-for-profit toy library;
b. To help enrich the play experiences of our members’ young children, by providing a wide range of toys;
c. To purchase, maintain and lend a range of toys, games and educational aids.
2) The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.
4. Powers of AssociationThe powers conferred on the Association are the same as those conferred by section 13 of the Act, so that subject to the Act and any additions, exclusions or modifications inserted below, the Association -
may do all things necessary or convenient for carrying out its objects and purposes, and in particular, may -
1) acquire, hold, deal with, and dispose of any real or personal property;
2) open and operate bank accounts;
3) give such security for the discharge of liabilities incurred by the Association as the Association thinks fit;
4) appoint agents to transact any business of the Association on its behalf;
5) enter into any other contract it considers necessary or desirable; and
6) may act as trustee and accept and hold real and personal property upon trust, but does not have power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene this Act or the rules of the Association.
5. Qualifications for membership of Association
1) Membership of the Association is open to any person who supports the objects of the association, and who also:
a. Meets any place of residence requirement that may be imposed from time to time by the Committee. A place of residence requirement will be justifiable as necessary to the continuation of the Greenwood Toy Library Inc as a viable entity, eg City of Joondalup criteria that facility hire subsidy will be provided if 50% or more of members are resident within the City of Joondalup; and
b. Agrees to be bound by this Constitution; and
c. Agrees to be bound by the membership conditions and rules as established by the Committee from time to time; and
d. Pays the prescribed membership fee.
2) A maximum number of members will be established by the Committee.
3) A person wishing to become a member must apply for membership to the Vice - President, who must accept or reject that application.
4) An applicant whose application for membership of the Greenwood Toy Library Inc is rejected under sub-rule (3) must, if he or she wishes to appeal against that decision, give notice to the Secretary of his or her intention to do so within a period of 14 days from the date he or she is advised of the rejection.
5) When notice is given under sub-rule (4), the Committee in a Committee meeting no later than 6 weeks after receipt of notice of the appeal, must either confirm or set aside the decision of the Vice - President to reject the application, after having afforded the applicant who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Committee at the Committee meeting.
6. Classes of Membership
1) The Association consists of ordinary members and any associate members as agreed by the committee.
2) An ordinary member has full voting rights and any other rights conferred on members by these rules or approved by resolution at a general meeting or determined by the committee.
3) An associate member has the rights referred to in subrule (2) other than full voting rights.
4) The committee may limit the number of members in any class and may institute a waiting list for prospective members if, in the opinion of the committee, such action is necessary to achieve the objects and proper management of the association.
7. Register of members of Association
1) The Secretary, on behalf of the Association, must comply with section 53 of the Act by keeping and maintaining -
a. in an up to date condition a register of the members of the Association and their postal or residential addresses and, upon the request of a member of the Association, shall make the register available for the inspection of the member and the member may make a copy of or take an extract from the register but shall have no right to remove the register for that purpose.
2) The committee may require the member to provide a statutory declaration setting out the purpose for which the copy or extract is required and declaring that the purpose is connected with the affairs of the Association.
3) The register must be so kept and maintained at the Secretary’s place of residence, or at such other place as the members at a committee meeting decide.4) The Secretary must cause the name of a person who dies or who ceases to be a member under rule 9 to be deleted from the register of members referred to in sub-rule (1).
8. Membership Fees of members of Association
1) The members may from time to time at a committee meeting determine the amount of the membership to be paid by each member.
2) Each member must pay to the Treasurer, annually on or before 1 July or such other date as the Committee from time to time determines, the amount of the membership determined under sub-rule (1).
3) Subject to sub-rule (4), a member whose membership is not paid within 2 months after the relevant date fixed by or under sub-rule (2) ceases on the expiry of that period to be a member, unless the Committee decides otherwise.
4) A person exercises all the rights and obligations of a member for the purposes of these rules if his or her membership is paid on or before the relevant date fixed by or under sub-rule (2) or within 2 months thereafter, or such other time as the Committee allows.
5) There shall be other fees applicable for lost or damaged or misplaced items and overdue items and for other matters, the nature and amount of which will be determined from time to time by the committee.
6) Fees may be waived from time to time at the discretion of the committee or its employees.
9. Termination of membership of the Association
1) Membership of the Association may be terminated upon -
a. receipt by the Secretary or another Committee member of a notice in writing from a member of his or her resignation from the Association. Such person remains liable to pay to the Association the amount of any membership due and payable by that person to the Association but unpaid at the date of termination; or
b. non-payment by a member of his or her membership within two months of the date fixed by the Committee for memberships to be paid, unless the Committee decides otherwise in accordance with rule 8 (3); or
c. expulsion of a member in accordance with rule 10.2) Upon termination or membership, any property of the Association in the possession of the member remains the property of the Association. All property is to be returned to the Association within 4 weeks of the date of termination. If not returned within this time, the Committee may instigate proceedings to recover the Association’s property or costs of a new replacement for the property. The terminated member will be liable to compensate the Association for time and costs incurred.
10. Expulsion of members of Association
1) If the Committee considers that a member should be expelled from membership of the Association because his or her conduct is detrimental to the interests of the Association, the Committee must communicate, either orally or in writing, to the member -
a. notice of the proposed expulsion and of the time, date and place of the Committee meeting at which the question of that expulsion will be decided; and
b. particulars of that conduct, not less than 14 days before the date of the Committee meeting referred to in paragraph (a).
2) At the Committee meeting referred to in a notice communicated under sub-rule (1), the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, expel or decline to expel that member from membership of the Association and must, forthwith after deciding whether or not to expel that member, communicate that decision in writing to that member.
3) Subject to sub-rule (5), a member ceases to be a member 14 days after the day on which the decision to expel a member is communicated to him or her under sub-rule (2).
4) A member who is expelled under sub-rule (2) must, if he or she wishes to appeal against that expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in sub-rule (3)
5) When notice is given under sub-rule (4) -
a. the Committee must notify all Association members of their decision regarding the expulsion and the reasons for it.
b. the Secretary must notify all Association members of the member’s representations, after having afforded the member who gave that notice a reasonable opportunity to make representations in writing to the Association.
c. more than 50% of Association members must confirm the decision of the Committee to expel the member, using postal or electronic voting. Otherwise, the decision is set aside.
d. the member who gave that notice is not suspended or does not cease to be a member unless and until the decision of the Committee to suspend or expel him or her is confirmed under this sub-rule.
6) Upon suspension and expulsion of membership, any property of the Association in the possession of the member remains the property of the Association. All property is to be returned to the Association within 4 weeks of the date of termination. If not returned within this time, the Committee may instigate proceedings to recover the Association’s property or costs of replacing the property. The terminated member will be liable to compensate the Association for time and costs incurred.
11. Committee of Management
1) Subject to sub-rule (9), the affairs of the Association will be managed exclusively by a Committee of Management consisting of -
a. a President;
b. a Vice - President;
c. a Secretary;
d. a Treasurer; and
e. not less than 1 nor more than 6 other persons;all of whom must be members of the Association.
2) Committee members must be elected to membership of the Committee at an annual general meeting or appointed under sub-rule (8).
3) Subject to sub-rule (8), a Committee member’s term will be from his or her election at an annual general meeting until the election referred to in sub-rule (2) at the next annual general meeting after his or her election, but he or she is eligible for re - election to membership of the Committee.
4) A person is eligible for election to membership of the Committee if they nominate for election by sending written notice to the Secretary prior to the annual general meeting or nominated from the floor at the annual general meeting.
5) A person who is eligible for election or re - election under this rule may –
a. propose himself or herself for election or re-election; and
b. vote for himself or herself.
6) If only one person is nominated in accordance with sub-rule (4) for election to a Committee position, and at least 50% of votes assent to their appointment, the President must declare that person to be duly elected as a member of the Committee at the annual general meeting concerned.
7) If the number of persons nominated in accordance with sub-rule (4) for election to a Committee position exceeds the number of vacancies, elections for those positions must be conducted.
8) If a position of President, Vice - President, Secretary or Treasurer remains vacant after the application of sub-rule (6) or there are less than 5 Committee members in total, the President must declare the appointment of all other elected Committee members void, and advise the annual general meeting that the previous year’s Committee is responsible for winding up the Association in accordance with the Act.
9) When a casual vacancy within the meaning of rule 15 occurs in the membership of the Committee, the President must notify the members of the vacancy and request nominations to fill that vacancy.
a. If only one nomination is received, the Committee may appoint that member to fill the vacancy.
b. If more than one nomination is received, the nominees will be invited to attend the next Committee meeting and submit to the Committee why their nomination should be approved. The Committee will then vote as to whether to appoint any one of the nominated members.
c. A member appointed under this sub-rule will -
i. hold office until the election referred to in sub-rule (2); and
ii. be eligible for election to membership of the Committee, at the next following annual general meeting.
10) The Committee may delegate, in writing, to one to more sub - committees (consisting of such member or members of the association as the Committee thinks fit) the exercise of such functions of the Committee as are specified in the delegation other than -
a. the power of delegation; and
b. a function which is a duty imposed on the Committee by the Act or any other law.
11) Any delegation under sub-rule (9) may be subject to such conditions and limitations as to the exercise of that function or as to time and circumstances as are specified in the written delegation and the Committee may continue to exercise any function delegated.
12) The Committee may, in writing, revoke wholly or in part any delegation under sub-rule (10).13) The Association may pay a Committee Member’s travelling and other expenses as properly incurred:
a. In attending Committee Meetings or sub - committee meetings;
b. In attending any General Meetings of the Association; and
c. In connection with the Association’s business.
12. President and Vice - President
1) Subject to this rule, the President must preside at all general meetings and Committee meetings.
2) In the event of the absence from a general meeting of the President, the Vice - President must preside at the general meeting.
3) In the event of the absence from a general meeting of the President and the Vice - President, a member elected by the other members present at the general meeting must preside at the general meeting.
4) In the event of the absence from a Committee meeting of the President, the Vice - President must preside at the Committee meeting.
5) In the event of the absence from a Committee meeting of the President and the Vice - President, a member elected by the other members present at the Committee meeting must preside at the Committee meeting.
6) Vice President – subject to rule 5 (3) is responsible for accepting or rejecting applications of memberships
13. SecretaryThe Secretary must -
1) co - ordinate the correspondence of the Association;
2) keep full and correct minutes of the proceedings of the Committee and
of the Association;
3) comply on behalf of the Association with -
a. section 53 of the Act with respect to the register of members of the Association, as referred to in rule 6;
b. section 35 of the Act by keeping and maintaining in an up to date condition the rules of the Association and, upon the request of a member of the Association, must make available those rules for the inspection of the member and the member may make a copy of or take an extract from the rules but will have no right to remove the rules for that purpose; and
c. section 58 of the Act by maintaining a record of -
i. the names and residential or postal addresses of the persons who hold the offices of the Association provided for by these rules, including all offices held by the persons who constitute the Committee and persons who are authorised to use the common seal of the Association under rule 23; and
ii. the names and residential or postal addresses of any persons who are appointed or act as trustees on behalf of the Association,
4) and the Secretary must, upon the request of a member of the Association, make available the record for the inspection of the member and the member may make a copy of or take an extract from the record but will have no right to remove the record for that purpose;
5) unless the committees resolves otherwise at a committee meeting, have custody of all books, documents, records and registers of the Association, including those referred to in paragraph 3 but other than those required by rule 14 to be kept and maintained by, or in the custody of, the Treasurer; and
6) perform such other duties as are imposed by these rules on the Secretary.
14. Treasurer The treasurer has the following duties --
1) ensuring that any amounts payable to the Association are collected and issuing receipts for those amounts in the Association’s name;
2) ensuring that any amounts paid to the Association are credited to the appropriate account of the Association, as directed by the committee;
3) ensuring that any payments to be made by the Association are authorised by the Committee or at a general meeting, are made on time, and are authorised by at least one other Committee member, or by any two others as are authorised by the Committee;
4) ensuring that the Association complies with the relevant requirements of Part 5 of the Act;
5) ensuring the safe custody of the Association’s financial records, financial statements and financial reports, as applicable to the Association;
6) Coordinating the preparation of the Association’s financial statements before their submission to the Association’s annual general meeting, in accordance with the Act’s financial tiers;
7) providing any assistance required by an auditor or reviewer conducting an audit or review of the Association’s financial statements or financial report under Part 5 Division 5 of the Act; and
8) carrying out any other duty given to the treasurer under these rules or by the committee.
15. Casual vacancies in membership of CommitteeA casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member -
1) dies;
2) resigns from the Committee by notice in writing delivered to the President or, if the Committee member is the President, to the Vice - President;
3) is convicted of an offence under the Act;
4) is permanently incapacitated by mental or physical ill - health;
5) is absent from more than -
a. 3 consecutive Committee meetings; or
b. 3 Committee meetings in the same financial year without tendering an apology to the person presiding at each of those Committee meetings;of which meetings the member received notice, and the Committee has resolved to declare the office vacant;
6) ceases to be a member of the Association; or
7) is the subject of a resolution passed by a general meeting of members terminating his or her appointment as a Committee member.
16. Proceedings of Committee
1) The Committee must meet together for the dispatch of business as often as required to conduct the business of the Association and not less than 4 times in each calendar year and the President, or at least half the members of the Committee, may at any time convene a meeting of the Committee.
2) Each Committee member has a deliberative vote.
3) A question arising at a Committee meeting must be decided by a majority of votes, but, if there no majority, the person presiding at the Committee meeting will have a casting vote in addition to his or her deliberative vote.
4) At a Committee meeting 50% of Committee members, including 2 office - bearers constitute a quorum.
5) Subject to these rules, the procedure and order of business to be followed at a Committee meeting must be determined by the Committee members present at the Committee meeting.
6) As required under sections 42 and 43 of the Act, a Committee member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Committee (except if that pecuniary interest exists only by virtue of the fact that the member of the Committee is a member of a class of persons for whose benefit the Association is established), must -
a. as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; and
b. not take part in any deliberations or decision of the Committee with respect to that contract.
7) sub-rule (6) (a) does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the member of the Committee is an employee of the Association.
8) The Secretary must cause every disclosure made under sub-rule (6) (a) by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.
9) The presence of a committee member at a committee meeting need not be by attendance in person but may be by that committee member and each other committee member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.
10) A member who participates in a committee meeting as allowed under subrule (9) is taken to be present at the meeting and, if the member votes at the meeting, the member is taken to have voted in person.
17. General meetings
1) The Committee -
a. may at any time convene a special general meeting;
b. must convene annual general meetings within the time limits provided for the holding of such meetings by section 50 of the Act, that is, in every calendar year within 6 months after the end of the Association’s financial year or such longer period as may in a particular case be allowed by the Commissioner, except for the first annual general meeting which may be held at any time within 18 months after incorporation; and
c. must, within 30 days of -
i. receiving a request in writing to do so from not less than 20% of the members, convene a special general meeting for the purpose specified in that request; or
ii. the Secretary receiving a notice under rule 10 (4), convene a general meeting to deal with the appeal to which that notice relates.
d. must, after receiving a notice under rule 5 (4), convene a general meeting, no later than the next annual general meeting, at which the appeal referred to in the notice will be dealt with. Failing that, the applicant is entitled to address the Association at that next annual general meeting in relation to the Committee’s rejection of his or her application and the Association at that meeting must confirm or set aside the decision of the Committee.
2) The members making a request referred to in sub-rule (1) (c) (i) must -
a. state in that request the purpose for which the special general meeting concerned is required; and
b. sign that request.
3) If a special general meeting is not convened within the relevant period of 30 days referred to -
a. in sub-rule (1) (c) (i), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee; or
b. in sub-rule (1) (c) (ii), the member who gave the notice concerned may him or herself convene a special general meeting as if he or she were the Committee.
4) When a special general meeting is convened under sub-rule (3) (a) or (b) the Association must pay the reasonable expenses of convening and holding the special general meeting.
5) Subject to sub-rule (7), the Secretary must give to all members not less than 14 days notice of a special general meeting and that notice must specify -
a. when and where the general meeting concerned is to be held; and
b. particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.
6) Subject to sub-rule (7), the Secretary must give to all members not less than 21 days notice of an annual general meeting and that notice must specify -
a. when and where the annual general meeting is to be held;
b. the particulars and order in which business is to be transacted, as follows -
i. confirm apologies, minutes of the previous annual general meeting and of any special general meeting held since;
ii. the consideration of the accounts and reports of the Committee;
iii. the election of Committee members;
iv. to confirm the membership fees, and other amounts (if any) to be paid by members; and
v. any other business requiring consideration by the Association at the general meeting.
7) A special resolution may be moved either at a special general meeting or at an annual general meeting, however the Secretary must give to all members not less than 21 days notice of the meeting at which a special resolution is to be proposed. In addition to those matters specified in sub-rule (5) or (6), as relevant, the notice must also include the resolution to be proposed and the intention to propose the resolution as a special resolution.
8) The Secretary must give a notice under sub-rule (5), (6) or (7) by -
a. serving it on a member personally; or
b. sending it by post to a member at the address of the member appearing in the register of members kept and maintained under rule 6; or
c. sending it by electronic format to a member at the electronic address of the member appearing in the register of members kept and maintained under rule 7
9) When a notice is sent by post under sub-rule (8) (b), sending of the notice will be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.
10) The presence of a member at a general meeting may be by
a. by attendance in person, or
b. may be by that member and each other member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.A member who participates in a general meeting as allowed under subrule (10) b, is taken to be present at the meeting and, if the member votes at the meeting, the member is taken to have voted in person.
18. Quorum and proceedings at general meetings
1) At a general meeting 60% of all members present in person (or via technology) constitute a quorum.
2) If within 30 minutes after the time specified for the holding of a general meeting in a notice given under rule 17 (5) or (6) -
a. as a result of a request or notice referred to in rule 16 (1) (c) or as a result of action taken under rule 17 (3) a quorum is not present, the general meeting lapses; or
b. otherwise than as a result of a request, notice or action referred to in paragraph (a), the members who are present in person, by technology or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.
3) The President may, with the consent of a general meeting at which a quorum is present, and must, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.
4) There must not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.
5) When a general meeting is adjourned for a period of 30 days or more, the Secretary must give notice under rule 17 of the adjourned general meeting as if that general meeting were a fresh general meeting.
6) At a general meeting -
a. an ordinary resolution put to the vote will be decided by a majority of votes cast on a show of hands, subject to sub-rule (9); and
b. a special resolution will be decided by a majority of not less than 75% of all the members, and, if a poll is demanded, in accordance with sub - rules (9) and (11).
7) A declaration by the Chairperson of a general meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with sub-rule (9).
8) At a general meeting, a poll may be demanded by the Chairperson or by three or more members present in person or by proxy and, if so demanded, must be taken in such manner as the Chairperson directs.
9) If a poll is demanded and taken under sub-rule (9) in respect of an ordinary resolution, a declaration by the Chairperson of the result of the poll is evidence of the matter so declared.
10) A poll demanded under sub-rule (9) must be taken immediately on that demand being made.
11) 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 if the minutes of that meeting have not yet been confirmed;
b. to receive and consider --
i. the committee’s annual report on the Association’s activities during the preceding financial year; and
ii. if required to be presented for consideration under Part 5 of the Act, a copy of the report of the review or auditor’s report on the financial statements or financial report;
c. to elect the office holders of the Association and other committee members;
d. if applicable, to appoint or remove a reviewer or auditor of the Association in accordance with the Act;
e. to confirm or vary the membership fees, memberships and other amounts (if any) to be paid by members.
12) Any other business of which notice has been given in accordance with these rules may be conducted at the annual general meeting.
19. Minutes of meetings of Association
1) The Secretary must cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting.
2) The Chairperson must ensure that the minutes taken of a general meeting or Committee meeting under sub-rule (1) are checked and agreed to as correct by the Chairperson of the general meeting or Committee meeting to which those minutes relate or by the Chairperson of the next succeeding general meeting or Committee meeting, as the case requires.
3) When minutes have been entered and checked as correct under this rule, they are, until the contrary is proved, evidence that -
a. the general meeting or Committee meeting to which they relate (in this sub-rule called “the meeting”) was duly convened and held;
b. all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and
c. all appointments or elections purporting to have been made at the meeting have been validly made.
20. Voting rights of members of Association
1) Subject to these rules, each ordinary member present in person or by proxy at a general meeting is entitled to a deliberative vote.
2) The presence of a member at a general meeting need not be by attendance in person but may be by that member and each other member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.
3) A member who participates in a general meeting as allowed under subrule (2) is taken to be present at the meeting and, if the member votes at the meeting, the member is taken to have voted in person.
21. Proxies of members of Association
A member (in this rule called “the appointing member”) may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any general meeting.
22. Rules of Association
1) The Association may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 30, 31 and 33 of the Act, which is as follows -
a. Subject to sub-rule (1) (d) and (1) (e), the Association may alter its rules by special resolution but not otherwise;
b. Within one month of the passing of a special resolution altering its rules, or such further time as the Commissioner may in a particular case allow (on written application by the Association), the Association must lodge with the Commissioner notice of the special resolution setting out particulars of the alteration together with a certificate given by a member of the Committee certifying that the resolution was duly passed as a special resolution and that the rules of the Association as so altered conform to the requirements of this Act;
c. An alteration of the rules of the Association does not take effect until sub-rule (1) (b) is complied with;
d. An alteration of the rules of the Association having effect to change the name of the association does not take effect until sub - rules (1) (a) to (1) (c) are complied with and the approval of the Commissioner is given to the change of name;
e. An alteration of the rules of the Association having effect to alter the objects or purposes of the association does not take effect until sub-rules (1) (a) to (1) (c) are complied with and the approval of the Commissioner is given to the alteration of the objects or purposes.
2) These rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.
23. Common seal of Association
1) The Association must have a common seal on which its corporate name appears in legible characters.
2) The common seal of the Association must not be used without the express authority of the Committee and every use of that common seal must be recorded in the minutes referred to in rule 19.
3) The affixing of the common seal of the Association must be witnessed by any two of the President, the Secretary and the Treasurer.
4) The common seal of the Association must be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.24. Inspection of records, etc. of AssociationA member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.
25. 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; or
c. if the Association provides services to non-members, those non-members who receive services from the Association, 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 -
5) a person chosen by agreement between the parties; or
6) 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;
ii. in the case of a dispute between a member or relevant non-member, a person who is a mediator appointed to, or employed with, a not for profit organisation.
7) A member of the Association can be a mediator.
8) The mediator cannot be a member who is a party to the dispute.
9) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
10) The mediator, in conducting the mediation, must -
a. give the parties to the mediation process every opportunity to be heard;
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.
11) The mediator must not determine the dispute.
12) The mediation must be confidential and without prejudice.
13) 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.
26. Distribution of surplus property on winding up of Association
If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another association incorporated under the Act which has similar objectives and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be determined by resolution of the members.
Approved at 2019 Annual General Meeting
Date: 25/7/2019
RULES OF ASSOCIATION
1. Name of Association The name of the Association is Greenwood Toy Library Inc.
2. Definitions In these rules, unless the contrary intention appears -
“annual general meeting” is the meeting convened under paragraph (b) of rule 17 (1);
“Committee meeting” means a meeting referred to in rule 16;
“Committee member” means person referred to in paragraph (a), (b), (c), (d) or (e) of rule 11 (1);
“convene” means to call together for a formal meeting;
“department” means the government department with responsibility for administering the Associations Incorporation Act (2015);
“financial year” means the period of 12 months commencing on 1 July and ending on 30 June of each year:
“general meeting” means a meeting to which all members are invited;
“member” means a person (including a body corporate) who is an ordinary member or an associate member of the Association;;
“ordinary committee member” means a committee member who is not an office holder of the Association under rule 8(3);
“ordinary member” means a member with the rights referred to in rule 8(5);
“ordinary resolution” means resolution other than a special resolution;
“poll” means voting conducted in written form (as opposed to a show of hands);
“special general meeting” means a general meeting other than the annual general meeting;
“special resolution” means a resolution passed by the members at a general meeting in accordance with section 51 of the Act;
“the Act” means the Associations Incorporation Act 2015;
“the Association” means the Association referred to in rule 1;
“the Chairperson” means in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with rule 12.
“the Commissioner” means the person for the time being designated as the Commissioner under section 153 of the Act;
“the Committee” means the Committee of Management of the Association referred to in rule 11 (1);
“the President” means the President referred to in paragraph (a) of rule 11 (1)
“the Secretary” means the Secretary referred to in paragraph (c) of rule 11 (1);
“the Treasurer” means the Treasurer referred to in paragraph (d) of rule 11 (1)
“the Vice - President” means the Vice - President referred to in paragraph (b) of rule 11 (1).
3. Objects of Association
1) The objects of the Association are
-a. To establish and maintain a not-for-profit toy library;
b. To help enrich the play experiences of our members’ young children, by providing a wide range of toys;
c. To purchase, maintain and lend a range of toys, games and educational aids.
2) The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.
4. Powers of AssociationThe powers conferred on the Association are the same as those conferred by section 13 of the Act, so that subject to the Act and any additions, exclusions or modifications inserted below, the Association -
may do all things necessary or convenient for carrying out its objects and purposes, and in particular, may -
1) acquire, hold, deal with, and dispose of any real or personal property;
2) open and operate bank accounts;
3) give such security for the discharge of liabilities incurred by the Association as the Association thinks fit;
4) appoint agents to transact any business of the Association on its behalf;
5) enter into any other contract it considers necessary or desirable; and
6) may act as trustee and accept and hold real and personal property upon trust, but does not have power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene this Act or the rules of the Association.
5. Qualifications for membership of Association
1) Membership of the Association is open to any person who supports the objects of the association, and who also:
a. Meets any place of residence requirement that may be imposed from time to time by the Committee. A place of residence requirement will be justifiable as necessary to the continuation of the Greenwood Toy Library Inc as a viable entity, eg City of Joondalup criteria that facility hire subsidy will be provided if 50% or more of members are resident within the City of Joondalup; and
b. Agrees to be bound by this Constitution; and
c. Agrees to be bound by the membership conditions and rules as established by the Committee from time to time; and
d. Pays the prescribed membership fee.
2) A maximum number of members will be established by the Committee.
3) A person wishing to become a member must apply for membership to the Vice - President, who must accept or reject that application.
4) An applicant whose application for membership of the Greenwood Toy Library Inc is rejected under sub-rule (3) must, if he or she wishes to appeal against that decision, give notice to the Secretary of his or her intention to do so within a period of 14 days from the date he or she is advised of the rejection.
5) When notice is given under sub-rule (4), the Committee in a Committee meeting no later than 6 weeks after receipt of notice of the appeal, must either confirm or set aside the decision of the Vice - President to reject the application, after having afforded the applicant who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Committee at the Committee meeting.
6. Classes of Membership
1) The Association consists of ordinary members and any associate members as agreed by the committee.
2) An ordinary member has full voting rights and any other rights conferred on members by these rules or approved by resolution at a general meeting or determined by the committee.
3) An associate member has the rights referred to in subrule (2) other than full voting rights.
4) The committee may limit the number of members in any class and may institute a waiting list for prospective members if, in the opinion of the committee, such action is necessary to achieve the objects and proper management of the association.
7. Register of members of Association
1) The Secretary, on behalf of the Association, must comply with section 53 of the Act by keeping and maintaining -
a. in an up to date condition a register of the members of the Association and their postal or residential addresses and, upon the request of a member of the Association, shall make the register available for the inspection of the member and the member may make a copy of or take an extract from the register but shall have no right to remove the register for that purpose.
2) The committee may require the member to provide a statutory declaration setting out the purpose for which the copy or extract is required and declaring that the purpose is connected with the affairs of the Association.
3) The register must be so kept and maintained at the Secretary’s place of residence, or at such other place as the members at a committee meeting decide.4) The Secretary must cause the name of a person who dies or who ceases to be a member under rule 9 to be deleted from the register of members referred to in sub-rule (1).
8. Membership Fees of members of Association
1) The members may from time to time at a committee meeting determine the amount of the membership to be paid by each member.
2) Each member must pay to the Treasurer, annually on or before 1 July or such other date as the Committee from time to time determines, the amount of the membership determined under sub-rule (1).
3) Subject to sub-rule (4), a member whose membership is not paid within 2 months after the relevant date fixed by or under sub-rule (2) ceases on the expiry of that period to be a member, unless the Committee decides otherwise.
4) A person exercises all the rights and obligations of a member for the purposes of these rules if his or her membership is paid on or before the relevant date fixed by or under sub-rule (2) or within 2 months thereafter, or such other time as the Committee allows.
5) There shall be other fees applicable for lost or damaged or misplaced items and overdue items and for other matters, the nature and amount of which will be determined from time to time by the committee.
6) Fees may be waived from time to time at the discretion of the committee or its employees.
9. Termination of membership of the Association
1) Membership of the Association may be terminated upon -
a. receipt by the Secretary or another Committee member of a notice in writing from a member of his or her resignation from the Association. Such person remains liable to pay to the Association the amount of any membership due and payable by that person to the Association but unpaid at the date of termination; or
b. non-payment by a member of his or her membership within two months of the date fixed by the Committee for memberships to be paid, unless the Committee decides otherwise in accordance with rule 8 (3); or
c. expulsion of a member in accordance with rule 10.2) Upon termination or membership, any property of the Association in the possession of the member remains the property of the Association. All property is to be returned to the Association within 4 weeks of the date of termination. If not returned within this time, the Committee may instigate proceedings to recover the Association’s property or costs of a new replacement for the property. The terminated member will be liable to compensate the Association for time and costs incurred.
10. Expulsion of members of Association
1) If the Committee considers that a member should be expelled from membership of the Association because his or her conduct is detrimental to the interests of the Association, the Committee must communicate, either orally or in writing, to the member -
a. notice of the proposed expulsion and of the time, date and place of the Committee meeting at which the question of that expulsion will be decided; and
b. particulars of that conduct, not less than 14 days before the date of the Committee meeting referred to in paragraph (a).
2) At the Committee meeting referred to in a notice communicated under sub-rule (1), the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, expel or decline to expel that member from membership of the Association and must, forthwith after deciding whether or not to expel that member, communicate that decision in writing to that member.
3) Subject to sub-rule (5), a member ceases to be a member 14 days after the day on which the decision to expel a member is communicated to him or her under sub-rule (2).
4) A member who is expelled under sub-rule (2) must, if he or she wishes to appeal against that expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in sub-rule (3)
5) When notice is given under sub-rule (4) -
a. the Committee must notify all Association members of their decision regarding the expulsion and the reasons for it.
b. the Secretary must notify all Association members of the member’s representations, after having afforded the member who gave that notice a reasonable opportunity to make representations in writing to the Association.
c. more than 50% of Association members must confirm the decision of the Committee to expel the member, using postal or electronic voting. Otherwise, the decision is set aside.
d. the member who gave that notice is not suspended or does not cease to be a member unless and until the decision of the Committee to suspend or expel him or her is confirmed under this sub-rule.
6) Upon suspension and expulsion of membership, any property of the Association in the possession of the member remains the property of the Association. All property is to be returned to the Association within 4 weeks of the date of termination. If not returned within this time, the Committee may instigate proceedings to recover the Association’s property or costs of replacing the property. The terminated member will be liable to compensate the Association for time and costs incurred.
11. Committee of Management
1) Subject to sub-rule (9), the affairs of the Association will be managed exclusively by a Committee of Management consisting of -
a. a President;
b. a Vice - President;
c. a Secretary;
d. a Treasurer; and
e. not less than 1 nor more than 6 other persons;all of whom must be members of the Association.
2) Committee members must be elected to membership of the Committee at an annual general meeting or appointed under sub-rule (8).
3) Subject to sub-rule (8), a Committee member’s term will be from his or her election at an annual general meeting until the election referred to in sub-rule (2) at the next annual general meeting after his or her election, but he or she is eligible for re - election to membership of the Committee.
4) A person is eligible for election to membership of the Committee if they nominate for election by sending written notice to the Secretary prior to the annual general meeting or nominated from the floor at the annual general meeting.
5) A person who is eligible for election or re - election under this rule may –
a. propose himself or herself for election or re-election; and
b. vote for himself or herself.
6) If only one person is nominated in accordance with sub-rule (4) for election to a Committee position, and at least 50% of votes assent to their appointment, the President must declare that person to be duly elected as a member of the Committee at the annual general meeting concerned.
7) If the number of persons nominated in accordance with sub-rule (4) for election to a Committee position exceeds the number of vacancies, elections for those positions must be conducted.
8) If a position of President, Vice - President, Secretary or Treasurer remains vacant after the application of sub-rule (6) or there are less than 5 Committee members in total, the President must declare the appointment of all other elected Committee members void, and advise the annual general meeting that the previous year’s Committee is responsible for winding up the Association in accordance with the Act.
9) When a casual vacancy within the meaning of rule 15 occurs in the membership of the Committee, the President must notify the members of the vacancy and request nominations to fill that vacancy.
a. If only one nomination is received, the Committee may appoint that member to fill the vacancy.
b. If more than one nomination is received, the nominees will be invited to attend the next Committee meeting and submit to the Committee why their nomination should be approved. The Committee will then vote as to whether to appoint any one of the nominated members.
c. A member appointed under this sub-rule will -
i. hold office until the election referred to in sub-rule (2); and
ii. be eligible for election to membership of the Committee, at the next following annual general meeting.
10) The Committee may delegate, in writing, to one to more sub - committees (consisting of such member or members of the association as the Committee thinks fit) the exercise of such functions of the Committee as are specified in the delegation other than -
a. the power of delegation; and
b. a function which is a duty imposed on the Committee by the Act or any other law.
11) Any delegation under sub-rule (9) may be subject to such conditions and limitations as to the exercise of that function or as to time and circumstances as are specified in the written delegation and the Committee may continue to exercise any function delegated.
12) The Committee may, in writing, revoke wholly or in part any delegation under sub-rule (10).13) The Association may pay a Committee Member’s travelling and other expenses as properly incurred:
a. In attending Committee Meetings or sub - committee meetings;
b. In attending any General Meetings of the Association; and
c. In connection with the Association’s business.
12. President and Vice - President
1) Subject to this rule, the President must preside at all general meetings and Committee meetings.
2) In the event of the absence from a general meeting of the President, the Vice - President must preside at the general meeting.
3) In the event of the absence from a general meeting of the President and the Vice - President, a member elected by the other members present at the general meeting must preside at the general meeting.
4) In the event of the absence from a Committee meeting of the President, the Vice - President must preside at the Committee meeting.
5) In the event of the absence from a Committee meeting of the President and the Vice - President, a member elected by the other members present at the Committee meeting must preside at the Committee meeting.
6) Vice President – subject to rule 5 (3) is responsible for accepting or rejecting applications of memberships
13. SecretaryThe Secretary must -
1) co - ordinate the correspondence of the Association;
2) keep full and correct minutes of the proceedings of the Committee and
of the Association;
3) comply on behalf of the Association with -
a. section 53 of the Act with respect to the register of members of the Association, as referred to in rule 6;
b. section 35 of the Act by keeping and maintaining in an up to date condition the rules of the Association and, upon the request of a member of the Association, must make available those rules for the inspection of the member and the member may make a copy of or take an extract from the rules but will have no right to remove the rules for that purpose; and
c. section 58 of the Act by maintaining a record of -
i. the names and residential or postal addresses of the persons who hold the offices of the Association provided for by these rules, including all offices held by the persons who constitute the Committee and persons who are authorised to use the common seal of the Association under rule 23; and
ii. the names and residential or postal addresses of any persons who are appointed or act as trustees on behalf of the Association,
4) and the Secretary must, upon the request of a member of the Association, make available the record for the inspection of the member and the member may make a copy of or take an extract from the record but will have no right to remove the record for that purpose;
5) unless the committees resolves otherwise at a committee meeting, have custody of all books, documents, records and registers of the Association, including those referred to in paragraph 3 but other than those required by rule 14 to be kept and maintained by, or in the custody of, the Treasurer; and
6) perform such other duties as are imposed by these rules on the Secretary.
14. Treasurer The treasurer has the following duties --
1) ensuring that any amounts payable to the Association are collected and issuing receipts for those amounts in the Association’s name;
2) ensuring that any amounts paid to the Association are credited to the appropriate account of the Association, as directed by the committee;
3) ensuring that any payments to be made by the Association are authorised by the Committee or at a general meeting, are made on time, and are authorised by at least one other Committee member, or by any two others as are authorised by the Committee;
4) ensuring that the Association complies with the relevant requirements of Part 5 of the Act;
5) ensuring the safe custody of the Association’s financial records, financial statements and financial reports, as applicable to the Association;
6) Coordinating the preparation of the Association’s financial statements before their submission to the Association’s annual general meeting, in accordance with the Act’s financial tiers;
7) providing any assistance required by an auditor or reviewer conducting an audit or review of the Association’s financial statements or financial report under Part 5 Division 5 of the Act; and
8) carrying out any other duty given to the treasurer under these rules or by the committee.
15. Casual vacancies in membership of CommitteeA casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member -
1) dies;
2) resigns from the Committee by notice in writing delivered to the President or, if the Committee member is the President, to the Vice - President;
3) is convicted of an offence under the Act;
4) is permanently incapacitated by mental or physical ill - health;
5) is absent from more than -
a. 3 consecutive Committee meetings; or
b. 3 Committee meetings in the same financial year without tendering an apology to the person presiding at each of those Committee meetings;of which meetings the member received notice, and the Committee has resolved to declare the office vacant;
6) ceases to be a member of the Association; or
7) is the subject of a resolution passed by a general meeting of members terminating his or her appointment as a Committee member.
16. Proceedings of Committee
1) The Committee must meet together for the dispatch of business as often as required to conduct the business of the Association and not less than 4 times in each calendar year and the President, or at least half the members of the Committee, may at any time convene a meeting of the Committee.
2) Each Committee member has a deliberative vote.
3) A question arising at a Committee meeting must be decided by a majority of votes, but, if there no majority, the person presiding at the Committee meeting will have a casting vote in addition to his or her deliberative vote.
4) At a Committee meeting 50% of Committee members, including 2 office - bearers constitute a quorum.
5) Subject to these rules, the procedure and order of business to be followed at a Committee meeting must be determined by the Committee members present at the Committee meeting.
6) As required under sections 42 and 43 of the Act, a Committee member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Committee (except if that pecuniary interest exists only by virtue of the fact that the member of the Committee is a member of a class of persons for whose benefit the Association is established), must -
a. as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; and
b. not take part in any deliberations or decision of the Committee with respect to that contract.
7) sub-rule (6) (a) does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the member of the Committee is an employee of the Association.
8) The Secretary must cause every disclosure made under sub-rule (6) (a) by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.
9) The presence of a committee member at a committee meeting need not be by attendance in person but may be by that committee member and each other committee member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.
10) A member who participates in a committee meeting as allowed under subrule (9) is taken to be present at the meeting and, if the member votes at the meeting, the member is taken to have voted in person.
17. General meetings
1) The Committee -
a. may at any time convene a special general meeting;
b. must convene annual general meetings within the time limits provided for the holding of such meetings by section 50 of the Act, that is, in every calendar year within 6 months after the end of the Association’s financial year or such longer period as may in a particular case be allowed by the Commissioner, except for the first annual general meeting which may be held at any time within 18 months after incorporation; and
c. must, within 30 days of -
i. receiving a request in writing to do so from not less than 20% of the members, convene a special general meeting for the purpose specified in that request; or
ii. the Secretary receiving a notice under rule 10 (4), convene a general meeting to deal with the appeal to which that notice relates.
d. must, after receiving a notice under rule 5 (4), convene a general meeting, no later than the next annual general meeting, at which the appeal referred to in the notice will be dealt with. Failing that, the applicant is entitled to address the Association at that next annual general meeting in relation to the Committee’s rejection of his or her application and the Association at that meeting must confirm or set aside the decision of the Committee.
2) The members making a request referred to in sub-rule (1) (c) (i) must -
a. state in that request the purpose for which the special general meeting concerned is required; and
b. sign that request.
3) If a special general meeting is not convened within the relevant period of 30 days referred to -
a. in sub-rule (1) (c) (i), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee; or
b. in sub-rule (1) (c) (ii), the member who gave the notice concerned may him or herself convene a special general meeting as if he or she were the Committee.
4) When a special general meeting is convened under sub-rule (3) (a) or (b) the Association must pay the reasonable expenses of convening and holding the special general meeting.
5) Subject to sub-rule (7), the Secretary must give to all members not less than 14 days notice of a special general meeting and that notice must specify -
a. when and where the general meeting concerned is to be held; and
b. particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.
6) Subject to sub-rule (7), the Secretary must give to all members not less than 21 days notice of an annual general meeting and that notice must specify -
a. when and where the annual general meeting is to be held;
b. the particulars and order in which business is to be transacted, as follows -
i. confirm apologies, minutes of the previous annual general meeting and of any special general meeting held since;
ii. the consideration of the accounts and reports of the Committee;
iii. the election of Committee members;
iv. to confirm the membership fees, and other amounts (if any) to be paid by members; and
v. any other business requiring consideration by the Association at the general meeting.
7) A special resolution may be moved either at a special general meeting or at an annual general meeting, however the Secretary must give to all members not less than 21 days notice of the meeting at which a special resolution is to be proposed. In addition to those matters specified in sub-rule (5) or (6), as relevant, the notice must also include the resolution to be proposed and the intention to propose the resolution as a special resolution.
8) The Secretary must give a notice under sub-rule (5), (6) or (7) by -
a. serving it on a member personally; or
b. sending it by post to a member at the address of the member appearing in the register of members kept and maintained under rule 6; or
c. sending it by electronic format to a member at the electronic address of the member appearing in the register of members kept and maintained under rule 7
9) When a notice is sent by post under sub-rule (8) (b), sending of the notice will be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.
10) The presence of a member at a general meeting may be by
a. by attendance in person, or
b. may be by that member and each other member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.A member who participates in a general meeting as allowed under subrule (10) b, is taken to be present at the meeting and, if the member votes at the meeting, the member is taken to have voted in person.
18. Quorum and proceedings at general meetings
1) At a general meeting 60% of all members present in person (or via technology) constitute a quorum.
2) If within 30 minutes after the time specified for the holding of a general meeting in a notice given under rule 17 (5) or (6) -
a. as a result of a request or notice referred to in rule 16 (1) (c) or as a result of action taken under rule 17 (3) a quorum is not present, the general meeting lapses; or
b. otherwise than as a result of a request, notice or action referred to in paragraph (a), the members who are present in person, by technology or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.
3) The President may, with the consent of a general meeting at which a quorum is present, and must, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.
4) There must not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.
5) When a general meeting is adjourned for a period of 30 days or more, the Secretary must give notice under rule 17 of the adjourned general meeting as if that general meeting were a fresh general meeting.
6) At a general meeting -
a. an ordinary resolution put to the vote will be decided by a majority of votes cast on a show of hands, subject to sub-rule (9); and
b. a special resolution will be decided by a majority of not less than 75% of all the members, and, if a poll is demanded, in accordance with sub - rules (9) and (11).
7) A declaration by the Chairperson of a general meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with sub-rule (9).
8) At a general meeting, a poll may be demanded by the Chairperson or by three or more members present in person or by proxy and, if so demanded, must be taken in such manner as the Chairperson directs.
9) If a poll is demanded and taken under sub-rule (9) in respect of an ordinary resolution, a declaration by the Chairperson of the result of the poll is evidence of the matter so declared.
10) A poll demanded under sub-rule (9) must be taken immediately on that demand being made.
11) 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 if the minutes of that meeting have not yet been confirmed;
b. to receive and consider --
i. the committee’s annual report on the Association’s activities during the preceding financial year; and
ii. if required to be presented for consideration under Part 5 of the Act, a copy of the report of the review or auditor’s report on the financial statements or financial report;
c. to elect the office holders of the Association and other committee members;
d. if applicable, to appoint or remove a reviewer or auditor of the Association in accordance with the Act;
e. to confirm or vary the membership fees, memberships and other amounts (if any) to be paid by members.
12) Any other business of which notice has been given in accordance with these rules may be conducted at the annual general meeting.
19. Minutes of meetings of Association
1) The Secretary must cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting.
2) The Chairperson must ensure that the minutes taken of a general meeting or Committee meeting under sub-rule (1) are checked and agreed to as correct by the Chairperson of the general meeting or Committee meeting to which those minutes relate or by the Chairperson of the next succeeding general meeting or Committee meeting, as the case requires.
3) When minutes have been entered and checked as correct under this rule, they are, until the contrary is proved, evidence that -
a. the general meeting or Committee meeting to which they relate (in this sub-rule called “the meeting”) was duly convened and held;
b. all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and
c. all appointments or elections purporting to have been made at the meeting have been validly made.
20. Voting rights of members of Association
1) Subject to these rules, each ordinary member present in person or by proxy at a general meeting is entitled to a deliberative vote.
2) The presence of a member at a general meeting need not be by attendance in person but may be by that member and each other member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.
3) A member who participates in a general meeting as allowed under subrule (2) is taken to be present at the meeting and, if the member votes at the meeting, the member is taken to have voted in person.
21. Proxies of members of Association
A member (in this rule called “the appointing member”) may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any general meeting.
22. Rules of Association
1) The Association may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 30, 31 and 33 of the Act, which is as follows -
a. Subject to sub-rule (1) (d) and (1) (e), the Association may alter its rules by special resolution but not otherwise;
b. Within one month of the passing of a special resolution altering its rules, or such further time as the Commissioner may in a particular case allow (on written application by the Association), the Association must lodge with the Commissioner notice of the special resolution setting out particulars of the alteration together with a certificate given by a member of the Committee certifying that the resolution was duly passed as a special resolution and that the rules of the Association as so altered conform to the requirements of this Act;
c. An alteration of the rules of the Association does not take effect until sub-rule (1) (b) is complied with;
d. An alteration of the rules of the Association having effect to change the name of the association does not take effect until sub - rules (1) (a) to (1) (c) are complied with and the approval of the Commissioner is given to the change of name;
e. An alteration of the rules of the Association having effect to alter the objects or purposes of the association does not take effect until sub-rules (1) (a) to (1) (c) are complied with and the approval of the Commissioner is given to the alteration of the objects or purposes.
2) These rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.
23. Common seal of Association
1) The Association must have a common seal on which its corporate name appears in legible characters.
2) The common seal of the Association must not be used without the express authority of the Committee and every use of that common seal must be recorded in the minutes referred to in rule 19.
3) The affixing of the common seal of the Association must be witnessed by any two of the President, the Secretary and the Treasurer.
4) The common seal of the Association must be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.24. Inspection of records, etc. of AssociationA member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.
25. 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; or
c. if the Association provides services to non-members, those non-members who receive services from the Association, 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 -
5) a person chosen by agreement between the parties; or
6) 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;
ii. in the case of a dispute between a member or relevant non-member, a person who is a mediator appointed to, or employed with, a not for profit organisation.
7) A member of the Association can be a mediator.
8) The mediator cannot be a member who is a party to the dispute.
9) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
10) The mediator, in conducting the mediation, must -
a. give the parties to the mediation process every opportunity to be heard;
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.
11) The mediator must not determine the dispute.
12) The mediation must be confidential and without prejudice.
13) 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.
26. Distribution of surplus property on winding up of Association
If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another association incorporated under the Act which has similar objectives and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be determined by resolution of the members.