Aroid Society of Australia Inc.

Rules for Incorporated Society

Updated October 2019

Download PDF version here and view rule change approval 2020 here

1 Interpretation

(1) In these rules—

Act means the Associations Incorporation Act 1981.

present—

(a) at a management committee meeting, see rule 23(6); or

(b) at a general meeting, see rule 37(2).

(2) A word or expression that is not defined in these model rules, but is defined in the Act has,

if the context permits, the meaning given by the Act.

2 Name

The name of the incorporated association is Aroid Society of Australia Inc. (the association).

3 Objects

The objects of the association are—

(a) to encourage and promote interest in the aroid family of plants;

(b) to support research into aroids;

benefit of the public and members;

(d) to encourage the introduction and development of new types of aroids in Australia;

(e) to gather and publish information about aroids from time to time;

(f) to convene conferences, shows and sales aimed at furthering knowledge and interest in

aroids;

(g) to encourage the establishment of local branches within the association;

(h) to publish a newsletter for members of the association from time to time;

(i) to establish and maintain cooperative relationships with organisations having

compatible aims, within Australia and internationally; and

(j) to bring into friendly contact all who enjoy, collect and grow aroids.

4 Powers

(1) The association has the powers of an individual.

(2) The association may, for example—

(a) enter into contracts; and

(b) acquire, hold, deal with and dispose of property; and

(d) do other things necessary or convenient to be done in carrying out its affairs.

(3) The association may take over the funds and other assets and liabilities of the present

unincorporated association known as the Aroid Society of Australia (the unincorporated

association).

(4) The association may also issue secured and unsecured notes, debentures and debenture

stock for the association.

5 Classes of members

(1) The membership of the association consists of ordinary members, and any of the following

classes of members—

v 6.0 October 2019

(a) associate members

(b) founder

(b) patron

(2) The number of ordinary members is unlimited.

(3) Associate members of the association include—

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

(b) any other category of member as determined by special resolution at a general

meeting.

(4) Associate, founder, patron or honorary members must not vote and must not be elected to

the management committee but may have other rights as determined by the management

committee or by resolution at a general meeting.

(5) The number of associate members are unlimited.

(6) The number of honorary members are limited to three (3).

(a) Nomination of honorary members

A person/s may be nominated to the position of honorary by any member of the society. The

nomination should identify why the person is a suitable candidate for the appointment as

honorary member.

(b) Election

The person may be elected at any Committee Meeting of the Society on the recommendation

of the management committee only with full agreement of the attending committee meeting

members.

The appointment of honorary member shall be for a period of one (1) years, with a review at

the end of this time. This provides the ASA and the honorary member the opportunity to

decide if they wish to continue the association.

(d) Privileges

The honorary member is entitled to membership privileges for the term of their appointment.

The honorary member is not required to pay membership fees.

(7) The number of founder members is limited to one.

(a) Nomination of founder

A person may be nominated to the position of founder by the management committee of the

society. The nomination should identify why the person is a suitable candidate for the

appointment as founder.

(b) Election

The person may be elected at any General Meeting of the Society on the recommendation of

the management committee via special resolution with the members (elected by a majority

vote made available to all members of the society).

The appointment of founder shall be for life. However, the founder may at any time be given

the opportunity to decide if they wish to continue the association.

(d) Privileges

The founder is entitled to membership privileges except for voting rights for the term of their

appointment. The founder member is not required to pay membership fees.

(8) The number of patron members is limited to one.

(a) Nomination of patron

A person may be nominated to the position of patron by any member of the society. The

nomination should identify why the person is a suitable candidate for the appointment as

patron.

v 6.0 October 2019

(b) Election

The person may be elected at any General Meeting of the Society on the recommendation of

the management committee via special resolution with the members (elected by a majority

vote made available to all members of the society).

The appointment of patron shall be for three (3) years with a review at the end of this time.

This provides the ASA and the patron the opportunity to decide if they wish to continue the

association.

(d) Privileges

The patron is entitled to membership privileges except for voting rights for the term of their

appointment. The patron member is not required to pay membership fees.

6 Automatic membership

A person who, on the day the association is incorporated, was a member of the unincorporated

association and who, on or before a day fixed by the management committee, agrees in

writing to become a member of the incorporated association, must be admitted by the

management committee—

(a) to the equivalent class of membership of the association as the member held in the

unincorporated association; or

(b) if there is no equivalent class of membership—as an ordinary member.

7 New membership

(1) An applicant for membership of the association must be proposed by 1 member of the

association (the proposer) and seconded by another member (the seconder).

(2) An application for membership must be—

(a) in writing; and

(b) signed by the applicant (including by physical or electronic signature) and the

applicant’s proposer and seconder; and

8 Membership fees

(1) The membership fee for each ordinary membership and for each other class of

membership (if any)—

(a) is the amount decided by the members from time to time at a general meeting; and

(b) is payable when, and in the way, the management committee decides.

(2) A member of the incorporated association who, before becoming a member, has paid the

members annual subscription for membership of the unincorporated association on or before a

day fixed by the management committee, is not liable to pay a further amount of annual

subscription for the period before the day fixed by the management committee as the day on

which the next annual subscription is payable.

9 Admission and rejection of new members

(1) The membership officer or secretary will consider all applications for membership after

they receive —

(a) the application for membership; and

(b) the appropriate membership fee for the application.

(2) The membership officer or secretary must ensure that, as soon as possible after the person

applies to become a member of the association, consider the person’s application, the person

is advised —

(a) whether or not the association has public liability insurance; and

v 6.0 October 2019

(b) if the association has public liability insurance—the amount of the insurance.

(3) The membership officer of the association must, as soon as practicable decide to accept or

reject an application, give the applicant a written notice of the decision. The membership

officer must refer to the management committee any rejection of an application at the next

management committee meeting.

(3) The management committee must decide at the meeting whether to accept or reject the

rejected application.

(4) If a majority of the members of the management committee present at the meeting vote to

accept the applicant as a member, the applicant must be accepted as a member for the class of

membership applied for.

10 When membership ends

(1) A member may resign from the association by giving a written notice of resignation to the

secretary.

(2) The resignation takes effect at—

(a) the time the notice is received by the secretary; or

(b) if a later time is stated in the notice—the later time.

(3) The management committee may terminate a member’s membership if the member—

(a) is convicted of an indictable offence; or

(b) does not comply with any of the provisions of these rules; or

(d) conducts himself or herself in a way considered to be injurious or prejudicial to the

character or interests of the association.

(4) Before the management committee terminates a member’s membership, the committee

must give the member a full and fair opportunity to show why the membership should not be

terminated.

(5) If, after considering all representations made by the member, the management committee

decides to terminate the membership, the secretary of the committee must give the member a

written notice of the decision.

11 Appeal against rejection or termination of membership

(1) A person whose application for membership has been rejected, or whose membership has

been terminated, may give the secretary written notice of the person’s intention to appeal

against the decision.

(2) A notice of intention to appeal must be given to the secretary within 1 month after the

person receives written notice of the decision.

(3) If the secretary receives a notice of intention to appeal, the secretary must, within 1 month

after receiving the notice, call a general meeting to decide the appeal.

12 General meeting to decide appeal

(1) The general meeting to decide an appeal must be held within 3 months after the secretary

receives the notice of intention to appeal.

(2) At the meeting, the applicant must be given a full and fair opportunity to show why the

application should not be rejected or the membership should not be terminated.

(3) Also, the management committee and the members of the committee who rejected the

application or terminated the membership must be given a full and fair opportunity to show

why the application should be rejected or the membership should be terminated.

(4) An appeal must be decided by a majority vote of the members present and eligible to vote

at the meeting.

v 6.0 October 2019

(5) If a person whose application for membership has been rejected does not appeal against

the decision within 1 month after receiving written notice of the decision, or the person

appeals but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the

membership fee paid by the person.

13 Register of members

(1) The management committee must keep a register of members of the association.

(2) The register must include the following particulars for each member—

(a) the full name of the member;

(b) the postal or residential address of the member;

(d) the date of death or time of resignation of the member;

(e) details about the termination or reinstatement of membership;

(f) any other particulars the management committee or the members at a general meeting

decide.

(3) The register must be open for inspection by members of the association at all reasonable

times.

(4) A member must contact the secretary to arrange an inspection of the register.

(5) However, the management committee may, on the application of a member of the

association, withhold information about the member (other than the member’s full name)

from the register available for inspection if the management committee has reasonable

grounds for believing the disclosure of the information would put the member at risk of harm.

14 Prohibition on use of information on register of members

(1) A member of the association must not—

(a) use information obtained from the register of members of the association to contact, or

send material to, another member of the association for the purpose of advertising for

political, religious, charitable or commercial purposes; or

(b) disclose information obtained from the register to someone else, knowing that the

information is likely to be used to contact, or send material to, another member of the

association for the purpose of advertising for political, religious, charitable or commercial

purposes.

(2) Subrule (1) does not apply if the use or disclosure of the information is approved by the

association.

15 Appointment or election of secretary

(1) The secretary must be an individual residing in Queensland, or in another State but not

more than 65km from the Queensland border, who is—

(a) a member of the association elected by the association as secretary; or

(b) any of the following persons appointed by the management committee as secretary—

(i) a member of the association’s management committee;

(ii) another member of the association;

(iii) another person.

(2) If the association has not elected an interim officer as secretary for the association before

its incorporation, the members of the management committee must ensure a secretary is

appointed or elected for the association within 1 month after incorporation.

(3) If a vacancy happens in the office of secretary, the members of the management

committee must ensure a secretary is appointed or elected for the association within 1 month

after the vacancy happens.

v 6.0 October 2019

(4) If the management committee appoints a person mentioned in subrule (1)(b)(ii) as

secretary, other than to fill a casual vacancy on the management committee, the person does

not become a member of the management committee.

(5) However, if the management committee appoints a person mentioned in subrule (1)(b)(ii)

as secretary to fill a casual vacancy on the management committee, the person becomes a

member of the management committee.

(6) If the management committee appoints a person mentioned in subrule (1)(b)(iii) as

secretary, the person does not become a member of the management committee.

(7) In this rule— casual vacancy, on a management committee, means a vacancy that

happens when an elected member of the management committee resigns, dies or otherwise

stops holding office.

16 Removal of secretary

(1) The management committee of the association may at any time remove a person appointed

by the committee as the secretary.

(2) If the management committee removes a secretary who is a person mentioned in rule

15(1)(b)(i), the person remains a member of the management committee.

(3) If the management committee removes a secretary who is a person mentioned in rule

15(1)(b)(ii) and who has been appointed to a casual vacancy on the management committee

under rule 15(5), the person remains a member of the management committee.

17 Functions of secretary

The secretary’s functions include, but are not limited to—

(a) calling meetings of the association, including preparing notices of a meeting and of the

business to be conducted at the meeting in consultation with the president of the

association; and

(b) keeping minutes of each meeting; and

and

(d) maintaining the register of members of the association.

18 Membership of management committee

(1) The management committee of the association consists of a president, treasurer, and any

other members the association members elect at a general meeting.

(2) A member of the management committee, other than a secretary appointed by the

management committee under rule 15(1)(b)(iii), must be a member of the association.

(3) Subject to rule (3A), at each annual general meeting of the association, the members of the

management committee must retire from office, but are eligible, on nomination, for re-

election.

(3A) A member who has held the position of president or treasurer for 3 consecutive years is

not eligible to be nominated for re-election for the purposes of rule 18(3).

(4) A member of the association may be appointed to a casual vacancy on the management

committee under rule 21.

19 Electing the management committee

(1) A member of the management committee may only be elected as follows—

(a) any 2 members of the association may nominate another member (the candidate) to

serve as a member of the management committee;

(b) the nomination must be—

(i) in writing; and

v 6.0 October 2019

(ii) signed by the candidate and the members who nominated him or her; and

(iii) given to the secretary at least 14 days before the annual general meeting at which

the election is to be held;

meeting may vote for 1 candidate for each vacant position on the management committee;

(d) if, at the start of the meeting, there are not enough candidates nominated, nominations

may be taken from the floor of the meeting.

(2) A person may be a candidate only if the person—

(a) is an adult; and

(b) is not ineligible to be elected as a member under section 61A of the Act.

(3) A list of the candidate’s names in alphabetical order, with the names of the members who

nominated each candidate, must be posted in a conspicuous place in the office or usual place

of meeting of the association for at least 7 days immediately preceding the annual general

meeting.

(4) If required by the management committee, balloting lists must be prepared containing the

names of the candidates in alphabetical order.

(5) The management committee must ensure that, before a candidate is elected as a member

of the management committee, the candidate is advised—

(a) whether or not the association has public liability insurance; and

(b) if the association has public liability insurance—the amount of the insurance.

20 Resignation, removal or vacation of office of management committee

member

(1) A member of the management committee may resign from the committee by giving

written notice of resignation to the secretary.

(2) The resignation takes effect at—

(a) the time the notice is received by the secretary; or

(b) if a later time is stated in the notice—the later time.

(3) A member may be removed from office at a general meeting of the association if a

majority of the members present and eligible to vote at the meeting vote in favour of

removing the member.

(4) Before a vote of members is taken about removing the member from office, the member

must be given a full and fair opportunity to show cause why he or she should not be removed

from office.

(5) A member has no right of appeal against the member’s removal from office under this

rule.

(6) A member immediately vacates the office of member in the circumstances mentioned in

section 64(2) of the Act.

21 Vacancies on management committee

(1) If a casual vacancy happens on the management committee, the continuing members of

the committee may appoint another member of the association to fill the vacancy until the

next annual general meeting.

(2) The continuing members of the management committee may act despite a casual vacancy

on the management committee.

(3) However, if the number of committee members is less than the number fixed under rule

24(1) as a quorum of the management committee, the continuing members may act only to—

(a) increase the number of management committee members to the number required for a

quorum; or

(b) call a general meeting of the association.

v 6.0 October 2019

22 Functions of management committee

(1) Subject to these rules or a resolution of the members of the association carried at a general

meeting, the management committee has the general control and management of the

administration of the affairs, property and funds of the association.

(2) The management committee has authority to interpret the meaning of these rules and any

matter relating to the association on which the rules are silent, but any interpretation must

have regard to the Act, including any regulation made under the Act.

Note—

The Act prevails if the associations rules are inconsistent with the Act—see section 1B of the

Act.

(3) The management committee may exercise the powers of the association—

(a) to borrow, raise or secure the payment of amounts in a way the members of the

association decide; and

(b) to secure the amounts mentioned in paragraph (a) or the payment or performance of

any debt, liability, contract, guarantee or other engagement incurred or to be entered into

by the association in any way, including by the issue of debentures (perpetual or

otherwise) charged upon the whole or part of the associations property, both present and

future; and

(d) to borrow amounts from members and pay interest on the amounts borrowed; and

(e) to mortgage or charge the whole or part of its property; and

(f) to issue debentures and other securities, whether outright or as security for any debt,

liability or obligation of the association; and

(g) to provide and pay off any securities issued; and

(h) to invest in a way the members of the association may from time to time decide.

(4) For subrule (3)(d), the rate of interest must not be more than the current rate being charged

for overdrawn accounts on money lent (regardless of the term of the loan) by—

(a) the financial institution for the association; or

(b) if there is more than 1 financial institution for the association—the financial institution

nominated by the management committee.

23 Meetings of management committee

(1) Subject to this rule, the management committee may meet and conduct its proceedings as

it considers appropriate.

(2) The management committee must meet at least once every 4 months to exercise its

functions.

(3) The management committee must decide how a meeting is to be called.

(4) Notice of a meeting is to be given in the way decided by the management committee.

(5) The management committee may hold meetings, or permit a committee member to take

part in its meetings, by using any technology that reasonably allows the member to hear and

take part in discussions as they happen.

(6) A committee member who participates in the meeting as mentioned in subrule (5) is taken

to be present at the meeting.

(7) A question arising at a committee meeting is to be decided by a majority vote of members

of the committee present at the meeting and, if the votes are equal, the question is decided in

the negative.

(8) A member of the management committee must not vote on a question about a contract or

proposed contract with the association if the member has an interest in the contract or

proposed contract and, if the member does vote, the members vote must not be counted.

v 6.0 October 2019

(9) The president is to preside as chairperson at a management committee meeting.

(10) If there is no president or if the president is not present within 10 minutes after the time

fixed for a management committee meeting, the members may choose 1 of their number to

preside as chairperson at the meeting.

24 Quorum for, and adjournment of, management committee meeting

(1) At a management committee meeting, more than 50% of the members elected to the

committee as at the close of the last general meeting of the members form a quorum.

(2) If there is no quorum within 30 minutes after the time fixed for a management committee

meeting called on the request of members of the committee, the meeting lapses.

(3) If there is no quorum within 30 minutes after the time fixed for a management committee

meeting called other than on the request of the members of the committee—

(a) the meeting is to be adjourned for at least 1 day; and

(b) the members of the management committee who are present are to decide the day,

time and place of the adjourned meeting.

(4) If, at an adjourned meeting mentioned in subrule (3), there is no quorum within 30

minutes after the time fixed for the meeting, the meeting lapses.

25 Special meeting of management committee

(1) If the secretary receives a written request signed by at least 33% of the members of the

management committee, the secretary must call a special meeting of the committee by giving

each member of the committee notice of the meeting within 14 days after the secretary

receives the request.

(2) If the secretary is unable or unwilling to call the special meeting, the president must call

the meeting.

(3) A request for a special meeting must state—

(a) why the special meeting is called; and

(b) the business to be conducted at the meeting.

(4) A notice of a special meeting must state—

(a) the day, time and place of the meeting; and

(b) the business to be conducted at the meeting.

(5) A special meeting of the management committee must be held within 14 days after notice

of the meeting is given to the members of the management committee.

26 Minutes of management committee meetings

(1) The secretary must ensure full and accurate minutes of all questions, matters, resolutions

and other proceedings of each management committee meeting are entered in a minute book.

(2) To ensure the accuracy of the minutes, the minutes of each management committee

meeting must be accepted with or without amendments by the chairperson of the meeting, or

the chairperson of the next management committee meeting, verifying their accuracy and filed

electronically accordingly.

27 Appointment of subcommittees

(1) The management committee may appoint a subcommittee consisting of members of the

association considered appropriate by the committee to help with the conduct of the

association’s operations.

(2) A member of the subcommittee who is not a member of the management committee is not

entitled to vote at a management committee meeting.

(3) A subcommittee may elect a chairperson of its meetings.

v 6.0 October 2019

(4) If a chairperson is not elected, or if the chairperson is not present within 10 minutes after

the time fixed for a meeting, the members present may choose 1 of their number to be

chairperson of the meeting.

(5) A subcommittee may meet and adjourn as it considers appropriate.

(6) A question arising at a subcommittee meeting is to be decided by a majority vote of the

members present at the meeting and, if the votes are equal, the question is decided in the

negative.

28 Acts not affected by defects or disqualifications

(1) An act performed by the management committee, a subcommittee or a person acting as a

member of the management committee is taken to have been validly performed.

(2) Subrule (1) applies even if the act was performed when—

(a) there was a defect in the appointment of a member of the management committee,

subcommittee or person acting as a member of the management committee; or

(b) a management committee member, subcommittee member or person acting as a

member of the management committee was disqualified from being a member.

29 Resolutions of management committee without meeting

(1) A written resolution signed by each member of the management committee is as valid and

effectual as if it had been passed at a committee meeting that was properly called and held.

(2) A resolution mentioned in subrule (1) may consist of several documents in like form, each

signed by 1 or more members of the committee.

30 First annual general meeting

The first annual general meeting must be held within 6 months after the end date of the

association's first reportable financial year.

31 Subsequent annual general meetings

Each subsequent annual general meeting must be held—

(a) at least once each year; and

(b) within 6 months after the end date of the association's reportable financial year.

32 Business to be conducted at annual general meeting of level 1 incorporated

associations and particular level 2 and 3 incorporated associations

(1) This rule applies only if the association is—

(a) a level 1 incorporated association; or

(b) a level 2 incorporated association to which section 59 of the Act applies; or

(2) The following business must be conducted at each annual general meeting of the

association—

(a) receiving the association's financial statement, and audit report, for the last reportable

financial year;

(b) presenting the financial statement and audit report to the meeting for adoption;

(d) for a level 1 incorporated association—appointing an auditor or an accountant for the

present financial year;

(e) for a level 2 incorporated association, or a level 3 incorporated association, to which

section 59 of the Act applies—appointing an auditor, an accountant or an approved person

for the present financial year.

v 6.0 October 2019

33 Business to be conducted at annual general meeting of other level 2

incorporated associations

(1) This rule applies only if the association is a level 2 incorporated association to which

section 59A of the Act applies.

(2) The following business must be conducted at each annual general meeting of the

association—

(a) receiving the association's financial statement, and signed statement, for the last

reportable financial year;

(b) presenting the financial statement and signed statement to the meeting for adoption;

(d) appointing an auditor, an accountant or an approved person for the present financial

year.

34 Business to be conducted at annual general meeting of other level 3

incorporated associations

(1) This rule applies only if the association is a level 3 incorporated association to which

section 59B of the Act applies.

(2) The following business must be conducted at each annual general meeting of the

association—

(a) receiving the association's financial statement, and signed statement, for the last

reportable financial year;

(b) presenting the financial statement and signed statement to the meeting for adoption;

35 Notice of general meeting

(1) The secretary may call a general meeting of the association.

(2) The secretary must give at least 14 days notice of the meeting to each member of the

association.

(3) If the secretary is unable or unwilling to call the meeting, the president must call the

meeting.

(4) The management committee may decide the way in which the notice must be given.

(5) However, notice of the following meetings must be given in writing—

(a) a meeting called to hear and decide the appeal of a person against the management

committee's decision—

(i) to reject the person's application for membership of the association; or

(ii) to terminate the person's membership of the association;

(b) a meeting called to hear and decide a proposed special resolution of the association.

(6) A notice of a general meeting must state the business to be conducted at the meeting.

36 Quorum for, and adjournment of, general meeting

(1) The quorum for a general meeting is at least the number of members elected or appointed

to the management committee at the close of the association's last general meeting plus 1.

(2) However, if all members of the association are members of the management committee,

the quorum is the total number of members less 1.

(3) No business may be conducted at a general meeting unless there is a quorum of members

when the meeting proceeds to business.

(4) If there is no quorum within 30 minutes after the time fixed for a general meeting called

on the request of members of the management committee or the association, the meeting

lapses.

v 6.0 October 2019

(5) If there is no quorum within 30 minutes after the time fixed for a general meeting called

other than on the request of members of the management committee or the association—

(a) the meeting is to be adjourned for at least 7 days; and

(b) the management committee is to decide the day, time and place of the adjourned

meeting.

(6) The chairperson may, with the consent of any meeting at which there is a quorum, and

must if directed by the meeting, adjourn the meeting from time to time and from place to

place.

(7) If a meeting is adjourned under subrule (6), only the business left unfinished at the

meeting from which the adjournment took place may be conducted at the adjourned meeting.

(8) The secretary is not required to give the members notice of an adjournment or of the

business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30

days.

(9) If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be

given in the same way notice is given for an original meeting.

37 Procedure at general meeting

(1) A member may take part and vote in a general meeting in person, by proxy, by attorney or

by using any technology that reasonably allows the member to hear and take part in

discussions as they happen.

(2) A member who participates in a meeting as mentioned in subrule (1) is taken to be present

at the meeting.

(3) At each general meeting—

(a) the president is to preside as chairperson; and

(b) if there is no president or if the president is not present within 15 minutes after the

time fixed for the meeting or is unwilling to act, the members present must elect 1 of their

number to be chairperson of the meeting; and

38 Voting at general meeting

(1) At a general meeting, each question, matter or resolution, other than a special resolution,

must be decided by a majority of votes of the members present.

(2) Each member present and eligible to vote is entitled to 1 vote only and, if the votes are

equal, the chairperson has a casting vote as well as a primary vote.

(3) A member is not entitled to vote at a general meeting if the member's annual subscription

is in arrears at the date of the meeting.

(4) The method of voting is to be decided by the management committee.

(5) However, if at least 20% of the members present demand a secret ballot, voting must be

by secret ballot.

(6) If a secret ballot is held, the chairperson must appoint 2 members to conduct the secret

ballot in the way the chairperson decides.

(7) The result of a secret ballot as declared by the chairperson is taken to be a resolution of the

meeting at which the ballot was held.

39 Special general meeting

(1) The secretary must call a special general meeting by giving each member of the

association notice of the meeting within 14 days after—

(a) being directed to call the meeting by the management committee; or

(b) being given a written request signed by—

v 6.0 October 2019

(i) at least 33% of the number of members of the management committee when the

request is signed; or

(ii) at least the number of ordinary members of the association equal to double the

number of members of the association on the management committee when the

request is signed plus 1; or

management committee—

(i) to reject an application for membership; or

(ii) to terminate a person's membership.

(2) A request mentioned in subrule (1)(b) must state—

(a) why the special general meeting is being called; and

(b) the business to be conducted at the meeting.

(3) A special general meeting must be held within 3 months after the secretary—

(a) is directed to call the meeting by the management committee; or

(b) is given the written request mentioned in subrule (1)(b); or

(4) If the secretary is unable or unwilling to call the special meeting, the president must call

the meeting.

40 Proxies

(1) An instrument appointing a proxy must be in writing and be in the following or similar

form—

[Name of association]:

I, of , being

a member of the association, appoint

as my proxy to vote for me on my behalf at the (annual) general meeting of the

association, to be held on the day of

and at any adjournment of the meeting.

Signed this day of 20 .

Signature

(2) The instrument appointing a proxy must—

(a) if the appointor is an individual—be signed by the appointor or the appointor's attorney

properly authorised in writing; or

(b) if the appointor is a corporation—

(i) be under seal; or

(ii) be signed by a properly authorised officer or attorney of the corporation.

(3) A proxy may be a member of the association or another person.

(4) The instrument appointing a proxy is taken to confer authority to demand or join in

demanding a secret ballot.

(5) Each instrument appointing a proxy must be given to the secretary before the start of the

meeting or adjourned meeting at which the person named in the instrument proposes to vote.

(6) Unless otherwise instructed by the appointor, the proxy may vote as the proxy considers

appropriate.

(7) If a member wants a proxy to vote for or against a resolution, the instrument appointing

the proxy must be in the following or similar form—

[Name of association]:

I, of , being

a member of the association, appoint

v 6.0 October 2019

as my proxy to vote for me on my behalf at the (annual) general meeting of the

association, to be held on the day of

and at any adjournment of the meeting.

Signed this day of 20 .

Signature

This form is to be used *in favour of/*against [strike out whichever is not

wanted] the following resolutions—

[List relevant resolutions]

41 Minutes of general meetings

(1) The secretary must ensure full and accurate minutes of all questions, matters, resolutions

and other proceedings of each general meeting.

(2) To ensure the accuracy of the minutes—

(a) the minutes of each general meeting must be accepted by the chairperson of the

meeting, or the chairperson of the next general meeting, verifying their accuracy; and

(b) the minutes of each annual general meeting must be accepted by the chairperson of the

meeting, or the chairperson of the next meeting of the association that is a general meeting

or annual general meeting, verifying their accuracy and filed electronically accordingly.

(3) If asked by a member of the association, the secretary must, within 28 days after the

request is made—

(a) make the minutes for a particular general meeting available for inspection by the

member at a mutually agreed time and place; and

(b) give the member copies of the minutes of the meeting.

(4) The association may require the member to pay the reasonable costs of providing copies of

the minutes.

42 By-laws

(1) The management committee may make, amend or repeal by-laws, not inconsistent with

these rules, for the internal management of the association.

(2) A by-law may be set aside by a vote of members at a general meeting of the association.

43 Alteration of rules

(1) Subject to the Act, these rules may be amended, repealed or added to by a special

resolution carried at a general meeting.

(1A) The secretary must apply to the chief executive to have an amendment registered within

3 months after the special resolution mentioned in rule 43(1) in accordance with the Act.

(2) However, an amendment, repeal or addition is valid only if it is registered by the chief

executive.

44 Common seal

(1) The management committee must ensure the association has a common seal.

(2) The common seal must be—

(a) kept securely by the management committee; and

(b) used only under the authority of the management committee.

(3) Each instrument to which the seal is attached must be signed by a member of the

management committee and countersigned by—

(a) the secretary; or

(b) another member of the management committee; or

v 6.0 October 2019

45 Funds and accounts

(1) The funds of the association must be kept in an account in the name of the association in a

financial institution decided by the management committee.

(2) Records and accounts must be kept in the English language showing full and accurate

particulars of the financial affairs of the association.

(3) All amounts must be deposited in the financial institution account as soon as practicable

after receipt.

(4) A payment by the association of $100 or more must be made by cheque or electronic

funds transfer.

(5) If a payment of $100 or more is made by cheque, the cheque must be signed by any 2 of

the following—

(a) the president;

(b) the secretary;

(d) any 1 of 3 other members of the association who have been authorised by the

management committee to sign cheques issued by the association.

(6) However, 1 of the persons who signs the cheque must be the president, the secretary or the

treasurer.

(7) Cheques, other than cheques for wages, allowances or petty cash recoupment, must be

crossed not negotiable.

(8) A petty cash account must be kept on the imprest system, and the management committee

must decide the amount of petty cash to be kept in the account.

(9) All expenditure must be approved or ratified at a management committee meeting.

46 General financial matters

(1) On behalf of the management committee, the treasurer must, as soon as practicable after

the end date of each financial year, ensure a financial statement for its last reportable financial

year is prepared.

(2) The income and property of the association must be used solely in promoting the

association's objects and exercising the association's powers.

47 Documents

The management committee must ensure the safe custody of books, documents, instruments

of title and securities of the association.

48 Financial year

The end date of the association's financial year is 30 June in each year.

49 Distribution of surplus assets to another entity

(1) This rule applies if the association—

(a) is wound-up under part 10 of the Act; and

(b) has surplus assets.

(2) The surplus assets must not be distributed among the members of the association.

(3) The surplus assets must be given to another entity—

(a) having objects similar to the association's objects; and

(b) the rules of which prohibit the distribution of the entity's income and assets to its

members.

(4) In this rule— surplus assets see section 92(3) of the Act.