Contents
Rule No. Subject Page
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Rule 1 Name 1
Rule 2 Definition 1
Rule 3 Objects
of the Association 3
Rule 4 Additional
Objects of the Association 3
Rule 5 Affairs
of the Association 4
Rule 6 Membership
of the Association, 5
Rule 7 Income and Property of the
Association. 8
Rule 8 Accounting
and Finance. 8
Rule 9 Annual
General Meeting 10
Rule 10 Special General Meeting 12
Rule 11 Voting for Annual General Meetings and
Special
Meetings. 13
Rule 12 Officers of the Association 14
Rule 13 Board of Management. 14
Rule 14 By-Rules 17
Rule 15 Notices 18
Rule 16 Alteration of Rules 18
Rule 17 Common
Seal 18
Rule 18 Surplus Property 18
Rule 19 Copies of Rules 18
Rule 20 Insurance 18
Rule 21 Public Officer 19
Rule 22 Public Fund 19
Rule 1. Name.
The name of the Association shall be:
The Goulburn Liedertafel (Inc.) (in these rules
called "The Association")
Rule 2. Definition.
(1) In
these rules, unless the contrary intention appears:
Member means individual members or nominated members as provided for by rule 6
of these rules.
Family Membership means a household group consisting of partners
with or without children, and a single parent with children.
Nominated Member means a natural person provided for under rule
6 of these rules who represents the membership of a legally incorporated body
or any other group which operates under a valid constitution where such
representation of membership shall be by way of written authorisation from the
governing body of the incorporated body or other group and where such written
authorisation has not been revoked withdrawn or suspended.
Board of Management means the governing body of the Association
appointed in accordance with rule 13 of these rules
Special Resolution means a resolution, the details of which have
been circulated to all members and which becomes effective when passed by a
simple majority of members casting a postal vote or voting personally at a
general meeting of the Association.
Secretary
means -
(a) The
person holding office under these rules as Secretary of the Association;
or
(b) where
no such person holds that office - the Public Officer of the Association.
Financial Institution means any bank, building society, cash
management trust or other institution properly constituted to receive, loan or
disburse public funds within the State of New South Wales.
The
Act means the Associations
Incorporation Act, 1984;
Rule
2. Definition (Continued)
The Regulation means the Associations Incorporation
Regulation, 1985
(2) In
these rules -
(a) a
reference to a function includes a reference to a power, authority and duty; and
(b) a
reference to the existence of a function includes, where the function is a
duty, a reference to the
performance of the duty.
(3) The
provisions of the Interpretation Act 1897, apply to and in respect of these
rules in the same manner as those provisions would so apply if these rules were
an instrument made under the Act.
(4) Where
in relation to any matter the Model Rules as prescribed under the Associations
Incorporation Act make provision but the rules of this incorporated Association
do not make provision, the provisions of the Model Rules shall, in relation to
that matter, be deemed to be included in the rules of this incorporated
Association.
(5) An
object or a rule of this incorporated Association is of no effect if it is
inconsistent with the Associations Incorporation Act or contrary to law.
Rule
3. Objects of the Association.
The basic objects of the Association are:
(1) To
provide both public and private entertainment and education through live
theatre film shows promotional displays and without limiting the generality of
the expression includes music and musical performances of all types poetry
readings talks lectures sermons speeches and other activities live or recorded
which may be approved by the Board of Management.
(2) To
provide a venue for training persons of all ages in the art and craft of live
theatre.
(3) To
provide a venue for hire by other organisations who may wish to carry on
activities compatible with these objectives.
(4) To
apply for obtain and hold such licences as are necessary from time to time to
establish erect operate use maintain and repair a building(s) suitable for the
carrying on of the businesses of the Association.
(5) To
raise funds through admission charges sale of goods advertising membership fees
hiring fees raffles lotteries and other means in accordance with the laws in
force at the time.
Rule
4. Additional Objects of the
Association.
In addition to the basic objects of the
Association the objects and purposes of the Association shall be deemed to
include -
(a) The
purchase, taking on lease or in exchange, and the hiring or otherwise acquiring
of any real or personal property that may be deemed necessary or convenient for
any of the objects or purposes of the Association;
(b) the
buying, selling, and supplying of, and dealing in, goods of all kinds;
(c) the
construction, maintenance, and alteration of buildings or works necessary or
convenient for any of the objects or purposes of the Association;
(d) the
accepting of any gift, whether subject to a special trust or not, for any one
or more objects and purposes of the Association;
(e) the
taking of such steps from time to time as the members in general meeting may
deem expedient for the purpose of procuring contributions to the funds of the
Association, whether by way of donations subscriptions, or otherwise;
(f) the
borrowing and raising of money in such manner and on such terms as the
Association in general meeting may think fit or as may be approved or directed
by resolution passed at a general meeting; and securing the repayment of money
so raised or borrowed or the payment of a debt or liability of the Association
by giving mortgages, charges or securities upon or over all or any of the real
or personal property of the Association, such borrowings not to exceed twenty
per cent of the capital net assets of the Association;
(g) the
investment of any moneys of the Association not immediately required for any of
its objects or purposes in such manner as the Board of Management of th
Association may from time to time determine;
(h) the
establishment and support or aiding in the establishment and support of any
other association formed for any of the basic objects of the Association or for
any recognised charitable organisation.
(i) the
doing of all such other lawful things as are incidental or conducive to the
attainment of the basic objects of the Association or of any of the objects and
purposes specified in the foregoing provisions of this rule.
Rule
5. The affairs of the Association.
Management
rests with Association in general meeting.
(1) The
affairs of the Association shall be managed by the Association in general
meeting which shall have final authority with respect to all affairs of the
Association but which may delegate to the Board of Management at such times as
the Association is not in general meeting the power to manage and control all
the affairs of the Association and specifically the Board of Management:
(a) shall
control and manage the business, financial, legal, and staffing affairs of the
Association and may, subject to the Act and these rules, exercise all such
powers and functions that are required by the Act and these rules to be
exercised by general meetings of members of the Association.
(b) may,
subject to the Act and these rules, perform all such acts and things as appear
to the Board of Management to be essential for the proper management of the
business affairs of the Association.
Rule
6. Membership of the Association.
Qualification
for membership.
(1) A
person is qualified to be a member of the Association if, but only if -
(a) the
person is a person referred to in section 15(1)(a), (b) or (c) of the Act and
has not ceased to be a member of the Association at any time after
incorporation of the Association under the Act; or
(b) the
person is a natural person who -
(i) has
been nominated for membership of the Association as provided by sub-rule (2) of
this rule; and
(ii) has
been approved for membership of the Association by the Board of Management of
the Association.
Nomination
for membership
(2) A
nomination of a person for membership of the Association -
(a) shall
be made by a member of the Association in writing and shall bear the name and
address of the person seeking membership and the name of the nominating member
of the Association. In the case of a person seeking membership as the nominated
member for an incorporated body or group, the name and address of the group
shall be shown. The form of nomination shall be signed and dated by the person
seeking membership or in the case of a body or group a person authorised to
sign on behalf of that body or group, and the nominating member.
(b) shall
be lodged with the secretary of the Association.
Rule
6. Membership of the Association. (Continued)
Membership
approval
(2) (c) As soon as practicable, but not later
than 60 days after receiving a nomination for membership, the secretary shall
refer the nomination to the Board of Management which shall determine whether
to approve or reject the nomination.
Notification
of approval
(d) Where
the Board of Management determines to approve a nomination for membership, the
secretary shall, as soon as possible after the determination, notify the
nominee of that approval and request the nominee to pay within a period of 28
days after receipt by the nominee of the notification the sum payable under
these rules by a member as entrance fee and annual subscription.
Registration
of membership
(e) The
secretary shall, on payment by the nominee of the amounts referred to in
sub-rule (2)(d) of this rule within the period referred to in that rule, enter
the nominee's name in the register of members, and upon the name being so
entered, the nominee becomes a member of the Association.
Refusal
of membership
(f) Where
the Board of Management determines not to approve a nomination for membership,
the secretary shall, as soon as possible after the determination, notify the nominee
of the disapproval and set out the reasons as to why nomination was refused and
at the same time advise the nominee of his/her right, within a period of 28
days, to refer the matter of such disapproval to a special meeting of the Board
of Management which may be attended by two additional members of the
Association nominated by the person refused membership and such additional
members shall have voting rights at this meeting as if they were members of the
Board of Management.
Cessation
of membership
(3) A
person ceases to be a member of the Association if the person -
(a) Dies.
(b) Resigns
that membership in writing addressed to the secretary of the Association.
(c) Is
expelled from the Association.
(d) Fails
to pay the annual membership fee payable by her or him within 28 days of such
fee falling due, and where that member has been given notice allowing a period
of 28 days to pay outstanding fees, that member shall cease to be a member of
the Association.
Transfer
and cessation of rights and obligations
(4) A
right, privilege or obligation which a person has by reason of being a member
of the Association -
(a) is not
capable of being transferred or transmitted to another person; and terminates
upon cessation of the person's membership.
Rule
6. Membership of the Association. (Continued) Members
resignation
(5) (a) A member of the Association may, at any
time, resign from the Association by delivering or sending by post to the
secretary a written notice of resignation.
Removal
of name from register
(b) Upon
receipt of a notice under sub-rule (5)(a) of this rule, the secretary shall
remove the name of the member by whom the notice was given from the register of
members, whereupon the member ceases to be a member of the Association notwithstanding
that any amounts payable by such member to the Association in respect of the
member's membership up to and including the date of receipt by the secretary of
notice of resignation shall remain payable to the Association.
Membership
register
(6) (a) The secretary of the Association shall
establish and maintain a register of members of the Association specifying the
name and address of each person who is a member of the Association together
with the date on which the person became a member.
Inspection
of membership register
(b) The
register of members shall be kept at the principal place of administration of
the Association and shall be open for inspection, free of charge, by any member
of the Association during normal business hours.
Entrance
fee
(7) (a) Until otherwise fixed pursuant to
sub-rule (7)(c) of this rule, a member of the Association shall, upon admission
to membership, pay to the Association an entrance fee of One dollar ($1.00).
Annual
membership fee
(b) Until
otherwise fixed pursuant to rule 6 (7)(c) of these rules, the annual membership
fee payable by individual members shall be the sum of One dollar ($1.00)
Altering
fees payable
(c) The
amount of entrance fee and annual membership may be fixed from time to time by
the Board of Management of the Association.
Payment of fees
(d)The
full annual membership fee of a member is due and payable every 12 months from
the date the membership is taken out. Payment must be received within 28 days
of notice by the board of management.
Limitation
of liability
The
liability of a member of the Association to contribute towards the payment of
the debts and liabilities of the Association or the costs, charges and expenses
of the winding up of the Association is limited to the amount, if any, unpaid
by the member in respect of membership of the Association as required by
sub-rule (7) of this rule.
Expulsion
of a member
Rule 6.
Membership of the Association. (Continued)
9 (a) Subject to this rule, the Board of Management
may expel a member of the Association if, in the opinion of the Board of
Management the member has been guilty of conduct detrimental to the interests
of the Association.
(b) The
expulsion of a member under sub-rule (9)(a) of this rule does not take effect -
(i) until
the expiration of fourteen days after service on the member of a notice under
sub-rule (9)(c) of this rule; or
(ii) if
the member exercises his/her right of appeal under this rule, until the
conclusion of the hearing before the disputes committee of the Association,
whichever is the later
date.
Notification
of expulsion and right of appeal
(c) Where
the Board of Management expels a member from the Association, the secretary of
the Association shall, without undue delay, cause to be served on the member a
notice in writing -
(i) stating
that the Board of Management has expelled the member;
(ii) specifying
the grounds for the expulsion; and
(iii) informing
the member that if he/she so desires he/she may, within fourteen days after the
service of notice on him/her, refer the matter of his/her expulsion to a
special meeting of the Board of Management which may be attended by two
additional members of the Association nominated by the person under expulsion
and such additional members shall have voting rights at this meeting as if they
were members of the Board of Management.
Rule
7. Income and Property of the
Association.
Application
of income and property
(1) The
income and property of the Association, however derived, shall be applied
solely towards the promotion of the objects and purposes of the Association and
no portion of any period profits shall be paid or transferred, directly or
indirectly by dividend, or other form of profit sharing whatsoever, to any
member of the Association.
Members
of Board of Management not to be employed
(2) The
Association shall not -
(a) appoint
a person who is a member of the Board of Management to any office or position
of employment within the Association whereby there shall accrue to the holder of
such office or position any remuneration by way of salary, fees, commission or
allowances; or
(b) pay
to such person any remuneration or other benefit in money or money's worth(
other than the repayment of out-of-pocket expenses approved by the Board of
Management).
Rule
7. Income and Property of the
Association. (Continued)
(c) Nothing
in the foregoing provisions of this rule prevents the payment in good faith to
an employee or member of the Association of -
(i) remuneration
in return for services actually rendered to the Association by the employee or
member or for goods supplied to the Association by the employee or member in
the ordinary course of the normal business activity of that employee or member,
provided that the supply of such goods or services to the Association is not
the sole or major business activity of the employee or member;
(ii) interest
at a rate not exceeding the current bank overdraft rate applied from time to
time by the Association's bankers on moneys loaned to the Association by the
employee or member.
(iii) a
reasonable and proper sum by way of rent for premises let to the Association by
the employee or member.
Rule
8. Accounting and Finance.
Keeping
of accounts
(1) True
accounts shall be kept -
(a) of all
sums of money received and expended by the Association and the matter in
respect of which the receipt or expenditure takes place; and
Open
for inspection.
(b) of
the property, credits and liabilities of the Association, and subject to any
reasonable restrictions as to time and manner of inspecting them that may be
imposed by the Association for the time being, those accounts shall be open for
inspection of the members of the Association.
Treasurers
responsibility
(2) The
Treasurer of the Association shall be responsible for faithfully keeping all
general records, accounting books, and records of receipts and expenditure
connected with the operations and business of the Association in such form and
manner as the Board of Management may direct.
Location
of books and records
(3) The
accounts, books, and records referred to in sub-rules (1) and (2) of this rule
shall be kept at the Association's office or at such other place as the Board
of Management may decide.
All
income to be receipted
(4) The
treasurer shall be responsible for ensuring that all moneys received by
the Association shall forthwith be
officially receipted in the records of the Association in such manner as to
facilitate comprehensive audit and checking of such receipts.
Banking
of money
(5) The
Board of Management shall cause to be opened with such financial institution or
institutions as the Board of Management selects, an account or accounts into
which all moneys received shall be paid as soon as possible after receipt
thereof.
Application
of funds
(6) All
moneys received by the Association from whatever source shall constitute an
accretion to the general funds of the Association to be applied generally in
accordance with rule 7 of these rules.
Rule 8. Accounting and Finance. (Continued) Receiving
presented cheques
(7) The
Board of Management may receive from any financial institution receiving or
holding funds of the Association, all or any of the cheques drawn by the
Association on any of its accounts with the institution or institutions and may
release and indemnify the institution or institutions from and against all
claims, actions, suits, or demands that may be brought against the institution
or institutions arising directly or indirectly out of those cheques or the
surrender thereof to the Association.
Payment
by cheque
(8) Except
with the authority of the Board of Management, no payment shall be made from
the funds of the Association otherwise than by cheque drawn on the account of
the financial institution of the Association, but the Board of Management may
provide a sum by way of "imprest refundable petty cash" to meet
sundry or urgent expenditure, subject to the observance of such conditions in
relation to the extent and use of such funds as the Board of Management may impose.
Authorisation
of expenditure
(9) No
cheques shall be drawn against the funds of the Association except for the
payment of expenditure that has been authorised by the Board of Management.
Signing
of cheques etc.
(10) All
cheques, drafts, bills of exchange, promissory notes, and other negotiable
instruments shall be signed by the treasurer or, in his/her absence, by such
other member or members of the Board of Management as the Board of Management
may authorise for that purpose, and shall be countersigned by such other person
authorised by the Board of Management for the purpose.
Appointment
of auditor
(11) At
each annual general meeting of the association, the members present shall
appoint a person as the auditor of the Association.
Auditor
- Period of office
(12) A
person so appointed shall hold office until the annual general meeting next
after that at which he/she is appointed, and is eligible for re-appointment.
Board
of Management to appoint auditor
(13) If
an appointment is not made at an annual general meeting the Board of Management
shall appoint an auditor of the Association for the then current financial year
of the Association.
Auditor
- casual vacancy
(14) If
a casual vacancy occurs in the office of auditor during the course of a
financial year of the Association, the Board of Management shall appoint a
person as the auditor and the person so appointed shall hold office until the
next succeeding annual general meeting.
Auditor
to examine books
(15) Once
at least in each financial year of the Association, the accounts of the
Association shall be examined by the auditor.
Rule 8. Accounting and Finance. (Continued)
Auditor
to report
(16) The
auditor shall certify as to the correctness of the accounts of the Association
and shall disclose to the members by way of report attached to the annual
accounts, and shall state in that report -
(a) whether
he/she obtained the information required by him/her;
(b) whether,
in his/her opinion, the accounts are properly drawn up so as to exhibit a true
and correct view of the financial position of the Association according to the
information at his/her disposal and the explanation given to him/her and as
shown by the books of the Association;
(c) whether
the rules relating to the administration of the funds of the Association have
been observed; and
(d) whether
the provisions of the Act have been complied with in respect of insurances
required to be maintained by the Association.
Rights
of auditor
(17) The
auditor -
(a) has
a right of access to the accounts, books, records, vouchers, and documents of
the Association;
(b) may
require from the officers or employees of the Association such information and
explanations as may be necessary for the performance of his/her duties as
auditor;
(c) may
employ persons to assist him/her in investigating the accounts of the
Association; and
(d) may,
in relation to the accounts of the Association, examine any member of the Board
of Management or any employee or volunteer officer of the Association.
Financial
year.
(18) The financial
year of the Association is the period beginning on January 1 in each year and
ending on December 31 the same year.
Rule 9. Annual General Meeting.
Requirement
to hold
(1) The
Association shall, in each year, hold an annual general meeting.
Period
in which to hold
(2) The
annual general meeting shall be held on such day (being not later than six
months after the close of the financial year of the Association) as the Board
of Management may determine.
(3) The
annual general meeting shall be in addition to any other general meetings that
may have been held in the same year.
(4) The
annual general meeting shall be specified as such in the notice convening it.
Ordinary
business definition
(5) The
ordinary business of the annual general meeting shall be -
(a) to
confirm the minutes of the last preceding annual general meeting and of any
general meeting held since that meeting;
(b) to
receive from the Board of Management, auditor,
committees, sub-committees and employees of the Association, reports
upon the business and transactions of the Association during the last preceding
financial year;
(c) to
elect the Board of Management in accordance with rule (13) of these rules and:
(d) to
appoint the auditor and determine his/her remuneration if any.
Limitation
of business
(6) The
annual general meeting may not transact any business other than that specified
under this rule unless such business is to determine a special resolution or
special resolutions of which notice has been given under these rules, but the
chairperson may however receive recommendations from members present for
consideration by the incoming Board of Management.
General
meetings designation
(7) All
general meetings other than the annual general meeting shall be called special
general meetings.
Contents
of Notice
Rule 9. Annual General Meeting.(Continued)
(8) The
secretary of the Association shall not less than one calender month before the
date fixed for the holding of the annual general meeting of the Association
cause to be forwarded by post to each member of the Association the following
documents -
(a) a
notice specifying the place, date and time for the holding of the annual
general meeting;
(b) a
profit and loss account and balance sheet of the Association for the financial
year to which the annual general meeting relates;
(c) a
report of the auditor of the association in accordance with rule 8 (16) of
these rules
Advertisement
required.
(9) The
secretary of the Association shall not less than one calender month before the
date fixed for the holding of the annual general meeting of the Association
cause to be inserted in at least one newspaper published and circulating in
Goulburn an advertisement specifying the place, date and time for holding of
the meeting and the nature of the business to be transacted there at.
Rule 10. Special General Meeting.
Board
to convene.
(1) A
special general meeting may be convened whenever the Board of Management deems
fit or is required under these rules to do so.
Members
requisition.
(2) In
addition to the conditions for the calling of a special general meeting in
accordance with sub-rule (1) of this rule, the Board of Management shall call a
special general meeting of the Association if requisitioned to do so by not
less than twenty per cent of the members of the Association by notice in
writing.
Details
of business required.
(3) A
requisition for a special general meeting shall present a notice of special
resolution or special resolutions in writing to the secretary of the association
clearly wording the special resolution or special resolutions to be placed
before the members in general meeting and signed by the proposer and seconder
of the motion or motions and recording the names of the members supporting the
requisition for a special general meeting.
Rule
10. Special General Meeting. (Continued) Members
may issue notice.
(4) Should
the Board of Management not cause a notice of special general meeting as
required under sub-rule (3) of this rule to be circulated to all members within
twenty one days from the date on which the requisition therefor is deposited at
the office of the Association, the requisitionists, or any of them may require
a current listing of the name and address of each member of the Association and
proceed to issue the notice of special general meeting as required under
sub-rule (6) of this rule, however such notice may not be issued after three
months from the date of the deposit of the requisition.
Refunding
of call expenses.
(5) Where
the requisitionists call a special general meeting in accordance with sub-rule
(4) of this rule it shall be called in accordance with the provisions of these
rules related to the calling of a special general meeting and all reasonable
expenses incurred by the requisitionists in calling such special general
meeting shall be refunded by the Association to the persons incurring them.
Contents
of notice.
(6) The
secretary of the Association shall not less than one calender month before the
date fixed for the holding of the special general meeting of the Association
cause to be forwarded by post to each member of the Association a notice
specifying the place, date and time for the holding of the special general
meeting
(7) The
secretary of the Association shall not less than one calender month before the
date fixed for the holding of the special general meeting of the Association
cause to be inserted in at least one newspaper published and circulating in
Goulburn an advertisement specifying the place, date and time for holding of
the meeting and the nature of the business to be transacted thereat.
Limitation
on business transacted
(8) A
special general meeting may not transact any business other than to determine a
special resolution or special resolutions of which notice has been given under
these rules, but the chairperson may however receive recommendations from
members present for consideration by the Board of Management.
Quorum
must be in attendance
(9) No
item of general business shall be transacted at general meeting unless a quorum
of members entitled under these rules to vote is present during the time when
the meeting is considering that item.
Numbers
for a quorum
(10) Twenty
(20) members or 30% (to the lowest number) of members whichever is the least
personally present (being members entitled under these rules to vote thereat)
constitute a quorum for the transaction of the business of a general meeting.
Adjournment
if no quorum
Rule 10. Special General Meeting. (Continued)
(11) If
within one hour after the appointed time for the commencement of a general
meeting a quorum is not present, the meeting if called upon the requisition of
members, shall be dissolved, and in any other case it shall stand adjourned to
the same day in the following 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, and if at that adjourned meeting a quorum is not present within
one hour after the time appointed for the commencement of the meeting, the
meeting shall be dissolved.
President
to preside at general meetings
(12) The
president of the Association or in his/her absence, the vice- president, or in
the absence of both the president and vice- president, any other member of the
Board of Management may preside as chairperson at every general meeting of the
Association.
Members
may elect a chairperson.
(13) Should
no member of the Board of Management be present at any general meeting of the
Association, the members present shall elect one of their number to preside as
chairperson thereat.
Voting
method.
(14) The
chairperson of a general meeting at which a quorum is present may, with the
consent of the meeting, adjourn the meeting from time to time and place to
place, but no business shall be transacted at an adjourned meeting other than
the business left unfinished at the meeting at which the adjournment took
place.
(15) Where
a meeting is adjourned for fourteen days or more, the like notice of the
adjourned meeting shall be given as in the case of the original meeting.
(16) except
as provided for in sub-rule (15) of this rule, it is not necessary to give any
notice of an adjourned meeting.
Rule 11. Voting for Annual General Meetings and Special General
Meetings.
(1) A
question arising for resolution at a general meeting of the Association shall
be determined by a show of hands or a ballot if the meeting so requires and a
declaration by the chairperson that a resolution has been carried, or carried
unanimously, or carried by a particular majority, or lost, and 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.
Voting
Rights.
(2) Upon
any question arising at a general meeting of the Association, a member paying a
single subscription shall be entitled to one vote. A family paying family
subscription shall be entitled to two votes. No family shall be entitled to
more than two votes irrespective of how subscriptions are paid.
Rule 11. Voting Annual
General Meetings and Special General Meetings.(Continued)
Personal voting only.
(3) All
votes shall be given personally.
Chairperson
to have casting vote.
(4) In
the case of an equality of voting on a question the chairperson of the meeting
is entitled to exercise a casting vote.
(5) If
at a meeting a poll on any question is demanded it shall be taken at that
meeting in such manner as the chairperson may direct, and the result of the
poll shall be deemed to be the resolution of the meeting on the question.
(6) A
poll that is demanded on the election of a chairperson or on a question of
adjournment, shall be taken forthwith, and a poll that is demanded on any other
question shall be taken at such time before the close of the meeting as the
chairperson may direct.
Rule 12. Officers of the
Association.
Office
bearers.
(1) The
Board of Management shall hold its first meeting within 7 days following the
Annual General Meeting of the Association and at this meeting shall elect from
among its members the following officers:-
(a) a
President;
(b) a
Vice-President;
(c) a
Treasurer; and
(d) a Secretary.
Period
of office.
(2) Each
officer of the Association shall hold office until the annual general meeting
next after the date of his/her election but may be eligible for re-election
subject to the provisions of sub-rule (4) of this rule.
Casual
vacancy.
(3) In
the event of a casual vacancy in any office mentioned in sub-rule(1) of this
rule, the Board of Management may appoint one of its members to the vacant
office, and the member so appointed may continue in office up to and including
the annual general meeting next following the date of his/her appointment.
Rule 13. Board of Management.
Number
of members.
(1) The
Board of Management shall consist of seven (7) members elected at the annual
general meeting of the Association.
Period
of office.
(2) Each
member of the Board of Management shall, subject to these rules, hold office
until the annual general meeting next after the date of his/her election, but
may be eligible for re-election subject to the provisions of sub-rule (3) of
this rule.
Casual
vacancy.
(3) In
the event of a casual vacancy occurring on the Board of Management, the Board
may appoint a member of the Association to fill the vacancy, and the member so
appointed shall hold office, subject to these rules up to and including the
annual general meeting next following the date of his/her appointment.
Nomination
of candidates.
(4) Candidates
for election to the Board of Management shall be nominated in writing by a
proposer and seconder both of whom shall be members of the Association and such
nomination signed by the nominee shall be required to be received by the
secretary of the Association not later that 14 days prior to the date set for
the Annual General Meeting of the Association in accordance with rule 11 of
these rules.
No
ballot required.
(5) If
the list of candidates for election to the board of management comprises
exactly seven candidates those seven candidates shall be appointed.
Ballot
required.
(6) If
the list of candidates for election comprises more than seven candidates a
ballot shall be conducted.
Vacancies.
(7) For
the purposes of these rules, the office of a member of the board of Management
becomes vacant if the member -
(a) dies;
(b) becomes
bankrupt or applies to take or takes advantage of any law relating to bankrupt
or insolvent debtors or compounds with his/her creditors;
(c) becomes
of unsound mind or a person whose person or estate is liable to be dealt with
in any way under the law relating to mental health;
(d) resigns
his/her office by writing under his/her hand addressed to the Board of Management;
(e) fails
without leave granted by the Board of Management, to attend three consecutive
meetings of the Board of Management;
(f) ceases
to be a member of the Association;
(g) is
recalled or replaced by the body on behalf of whom he/she holds nominee
membership in accordance with rule 2 of these rules; or
(h) is
removed by a two-thirds majority of members voting in respect of a special
general meeting convened for that purpose.
Rule 13. Board of Management. (Continued)
PROVIDED THAT where the member is a member referred to in sub-rule (7) (g) of this
rule the body on behalf of whom the member was acting on the Board of
Management shall, for a period of fourteen days after the vacancy so caused
occurs, have the option of appointing a replacement on the Board of Management
from within its own ranks.
Frequency
of meetings.
(8) The
Board of Management shall meet at least 6 times in each period of 12 months at
such place and time as the Board of Management may determine.
Special
meetings.
(9) Special
meetings of the Board of Management may be convened by the President, or any
four of its members.
Notice
of meetings.
(10) Oral
or written notice shall be given by the secretary to each member of the Board
of Management of any meeting of the Board of Management at least 48 hours
before the time appointed for the holding of such meeting, specifying the
general nature of the business to be transacted at such a meeting.
Quorum.
(11) Any
four (4) of the Board of Management constitute a quorum for transaction of the
business of a meeting of the Board of Management.
Lack
of quorum.
(12) No
business shall be transacted unless a quorum is present and if within half an
hour of the time appointed for the meeting a quorum is not present, the meeting
shall stand adjourned to the same place and the same hour of the same day in
the following week unless the meeting was a special meeting in which case it
lapses.
Chairperson.
(13) At
meetings of the Board of Management -
(a) the
President, or in his/her absence the Vice-President, or
(b) If
the President and the Vice-President are absent, such one of the remaining
members of the Board of Management as may be chosen by the members present,
shall preside.
Voting.
(14) Questions
arising at meetings of the Board of Management or of any sub-committee
appointed by the Board of Management shall be determined on a show of hands,
or, if demanded by a member thereof, by a poll taken in such manner as the
person presiding at the meeting may determine.
(15) Each
member of the Board of Management present at a meeting of the Board of
Management or of any sub-committee appointed by the Board of Management
(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.
Sub-committees
(16) The
Board of Management may at any time appoint a sub-committee from the Board of
Management as it may think fit and shall prescribe the powers and functions
thereof.
(17) The
Board of Management may co-opt as members of a sub-committee such persons as it
thinks fit, whether or not those persons are members of the Association, but a
person so co-opted is not entitled to vote.
Rule 13. Board of Management. (Continued)
(18) Three
appointed members of a sub-committee constitute a quorum at a meeting of the
sub-committee.
(19) The
chairperson of any sub-committee appointed under these rules is responsible for
calling meetings of that sub-committee.
Written
notice of each sub-committee meeting shall be served on each member of the
sub-committee by delivering it to him/her at a reasonable time before the
meeting or by sending it by post addressed to him/her at his/her usual or
last-known place of living in time to reach him/her in due course of post
before the date of the meeting.
Executive
committee.
(21) The
President or Vice-President and any other two of the office bearers of the
Association shall constitute an executive committee, which may issue
instructions to the public officer and the employees of the Association in
matters of urgency connected with the management of the affairs of Association
during intervals between meetings of the Board of Management, and where any
such instructions are issued shall report thereon to the next meeting of the
Board of Management.
Disclosure
of interest in contracts.
(22) A
member of the Board of Management who is interested in any contract or
arrangement made or proposed to be made with the Association shall disclose
his/her interest at the first meeting of the Board of Management at which the
contract or arrangement is first taken into consideration, if his/her interest
then exists, or, in any other case, at the first meeting of the Board of
Management after the acquisition of his/her interest.
(23) If
a member of the Board of Management becomes interested in a contract or
arrangement after it is made or entered into he/she shall disclose his/her
interest at the first meeting of the Board of Management after he/she becomes
so interested.
(24) No
member of the Board of Management shall vote as a member of the Board of
Management in respect of any contract or arrangement in which he/she is
interested and if he/she does so vote his/her vote shall not be counted.
(25) The
Board shall cause minutes of meetings to be made in books provided for the
purpose and in particular:-
(a) Of
all appointments of officers and employees made by the directors.
(b) Of
the names of the directors present at each meeting of the board and any
committee of the board.
(c) Of
all resolutions and proceedings at all meetings of the Association and of
directors and of committees. Such minutes shall be recorded in the minute book
within fourteen days of the date of the meeting, the proceedings of which they
record. The confirmation of such minutes shall be taken as the first business
at the next succeeding meeting of the Association, Board or Committee as the
case may be.
Rule 14. By-Rules.
General
meeting required.
(1) The
Association may by special resolution at a general meeting of the Association
called for that purpose and held in accordance with these rules make, add to,
amend or revoke any by-rules for the operation of the Association as such
general meeting may approve.
By-rules
to be binding
(2) Such
by-rules shall become binding on the Association in the same manner as these
rules provided however that where any by-rules are in conflict with or contrary
to these rules, these rules shall prevail.
Rule 15. Notices.
Service
of notices.
Any notice required under these rules may be
served by or on behalf of the Association upon any member either personally or
by sending it through the post addressed to the member at his/her usual or last
known place of living.
Rule 16. Alteration of the rules.
Special
resolution required.
(1) These
rules may be amended or rescinded by resolution passed by two thirds of the
financial members voting at a special general meeting.
Notice
required of details.
(2) Notice
of the proposed amendment shall be in the notice calling the special general
meeting.
Rule 17. Common Seal.
In
custody of public officer.
(1) The
common seal of the Association shall be kept in the custody of the public
officer.
Use
to be attested.
(2) The
common seal shall not be affixed to any instrument except by the authority of
the Board of Management and the affixing of the common seal shall be attested
by the signatures either of two members of the Board of Management or of one
member of the Board of Management and the Public Officer or Secretary.
Rule 18. Surplus property.
Vesting
on winding up.
(1) At
the first general meeting of the Association following the approval of these
rules, the Association shall pass a special resolution nominating an
incorporated association as the association in which is to vest its surplus
property pursuant to section 53 (2) of the Act in the event of the winding up
or the cancellation of the incorporation of the Association.
(2) The
incorporated association so nominated shall be one which fulfils the requirements
specified in section 53 (2) (a) - (c) of the Act.
Rule 19. Copies of the rules.
Members
entitled to copy.
All members of the Association shall be
entitled to receive a copy of these rules and shall pay such fee as may be
determined by the Board of Management from time to time.
Rule 20. Insurance.
Statutory
insurance to be maintained.
(1) The
Association shall effect and maintain insurance pursuant to section 44 of the
Act.
Additional
insurance may be taken.
(2) In
addition to the insurance required under sub rule (1) of this rule, the
Association may effect and maintain other insurance, including insurance of
voluntary members.
Rule 21. Public Officer.
Board
of Management to appoint.
(1) If
the office of Public Officer shall become vacant, the Board of Management
shall, within 14 days after it becomes vacant, appoint a person of 18 years of
age or older and a resident of New South Wales to fill that vacancy.
Vacancy.
(2) The
office of Public Officer of the Association becomes vacant if the person
holding that office -
(a) resigns
his/her office by writing under his/her hand addressed to the Board of
Management of the Association;
(b) is
removed from office by resolution of the Board of Management of the Association
or by way of a special resolution in accordance with these rules at a general
meeting of the Association;
(c) dies;
(d) becomes
bankrupt or applies to take the benefit of the law for the relief of bankrupt
or insolvent debtors or compounds with his/her creditors;
(e) becomes
of unsound mind or a person whose person or estate is liable to be dealt with
in any way under the law relating to mental health; or
(f) ceases
to be resident in New South Wales
May
hold other office.
(3) The
public officer may, subject to the rules of the Association, hold any other
office in the Association.
Public
officer to notify appointment.
(4) (a) The public officer shall within fourteen
days after his/her appointment, give notice in writing to the registrar of the
New South Wales Corporate Affairs Commission of his/her appointment and of
his/her full name and address.
Public
officer to notify changes.
(b) If
the public officer changes his/her address, he/she shall within fourteen days
after the change, give notice in writing to the registrar of the change.
Rule
22. Public Fund
(1) The Association will establish and maintain a public fund.
(2) Donations will be deposited into the public fund listed on the
Register of Cultural Organisations. These monies will be kept separate from
other funds of the Association and will only be used to further the principal
purpose of the Association. Investment of monies in this fund will be made in
accordance with guidelines for public funds as specified by the Australian
Taxation Office.
(3) The fund will be administered by a management committee or a
subcommittee of the management committee, the majority of whom, because of
their tenure of some public office or their professional standing, have an
underlying community responsibility, as distinct from obligations solely in
regard to the cultural objectives of the Goulburn Liedertafel Inc.
(4) No monies/assets in this fund will be distributed to members
or office bearers of the Association, except as reimbursement of out-of-pocket
expenses incurred on behalf of the fund or proper remuneration for
administrative services.
(5) The Department responsible for the administration of the
Register of Cultural Organisations will be notified of any proposed amendments
or alterations to provisions for the public fund, to assess the effect of any
amendments on the public fund’s continuing Deductible Gift Recipient status.
(6) Receipts for gifts to the public fund must state:
the name of the
public fund and that the receipt is for a gift made to the public fund;
the Australian
Business Number of the company;
the fact that the receipt is
for a gift; and
any other matter required to
be included on the receipt pursuant to the requirements of the Income Tax Assessment Act 1997.
(7) If upon the winding-up or dissolution of the public fund
listed on the Register of Cultural Organisations, there remains after
satisfaction of all its debts and liabilities, any property or funds, the
property or funds shall not be paid to or distributed among its members, but
shall be given or transferred to some other fund, authority or institution
having objects similar to the objects of this public fund, and whose rules
shall prohibit the distribution of its or their income among its or their
members, such fund, authority or institution to be eligible for tax
deductibility of donations under Subdivision 30-B, section 30-100, of the Income
Tax Assessment Act 1997 and listed on the Register of Cultural
Organisations maintained under the Act. 18
