1. The name of the incorporated association is "THE FRIENDS OF BACK CREEK INCORPORATED" (in these rules called "the Association").
2. (1) In these rules, unless the contrary intention appears:
"Committee" means the Association Management Committee.
"Financial year" means the year ending on 31 December.
"General Meeting" means a general meeting of members held according to Rule 11.
"Member" means a member of the Association.
"Ordinary Committee Member" means a Committee member who is not an Association officer under Rule 21.
"The Act" means the Associations Incorporation Act (1981).
"The Regulations" means regulations under the Act.
(2) In these Rules, a reference to the Association Secretary is a reference:
(a) Where a person holds office under these Rules as Association Secretary-to that person; and
(b) In any other case, to the public officer of the Association.
(3) Words or expressions contained in these rules will be interpreted according to the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.
APPLICATION FOR MEMBERSHIP
3. (1) A person who applies for membership under these rules is eligible to be an Association member on payment of fees payable under these rules.
(2) An application for Association membership will be in writing, and will include the person's full name and address and will be lodged with the Association Secretary.
(3) As soon as possible after receiving an application, the Secretary will refer it to the Committee.
(4) Once the application is referred to the Committee, the Committee decides whether to approve or to reject it.
(5) If the application is approved by the Committee, the Secretary will, as soon as possible,
· notify the nominee in writing that he/she is approved for Association membership and
· Request payment within 28 days of receiving application of the sum payable under these rules as the entrance fee and the first year's annual subscription.
(6) When payment is received in the required period, the Secretary will enter the person's name in the member's register and then the/she becomes an Association member.
(7) A members right, privilege, or obligation in the Association:
(a) Cannot be transferred or transmitted to another person;
(b) Terminates on membership cessation whether by death or resignation or otherwise.
(8) Life members can be elected at the annual general meeting, provided that no more than one life member is elected in any one year. Only members can be elected as life members and only for conspicuous service to the Association for at least 3 years. Once elected life members are exempt from paying the annual subscription to the Association. Life members have full rights as entitled to all members.
FEES AND SUBSCRIPTIONS
4. (1) The member's fee/annual subscription will be determined each year by a general meeting, and will be due on the First day of January.
(2) The Committee will decide other fees/levies (such as equipment hire levies, venue hire).
(3) Non-members who pay their fees after the First day of April receive a rebate calculated to the nearest yearly quarter.
REGISTER OF MEMBERS
5. The Secretary will keep and maintain a member's register, which will include each member's full name, address and date of entry. The register will be available for inspection by members at the Secretary's address.
6. (1) A fully paid up Association member can resign from the Association by first giving one months notice in writing to the Secretary of their intention to resign and on notice period expiry, membership will cease. Alternatively membership will automatically lapse one month after membership renewal is due.
(2) Once the notice period has lapsed, the Secretary will record in the member's register the date membership ceased.
7. (1) If a dispute exists between the Association and any of its members or between other members which involves:
(i) actions contrary to these rules and the Association's Statement of Purposes; or
(ii) conduct unbecoming a member or prejudicial to the interests of the Association.
The Committee can decide to:
(a) remove a member from the Association;
(b) suspend a member from Association membership for a specified period; or
(c) take any other disciplinary action according to The Regulations
(2) A decision of the Committee under sub-clause (1):
does not take effect until the Committee first
(a) investigates the dispute circumstances,
(b) provides the member an opportunity to explain their actions
(c) confirms the decision, at a meeting to be held at least 14 and no more than 21 days after the member is advised under sub-clause (3)
(3) At the Committee meeting held according to sub-clause (2), the Committee will:
(a) allow the member to be heard;
(b) consider any written statement submitted by the member; and
(c) decide whether to confirm or to revoke the intended decision.
(4) If the Committee confirms the decision under sub-clause (1), the Secretary will, as soon as possible, notify the member/s involved in the dispute and:
(a) explain the Committee's decision and the grounds on which it is based;
(b) state that the member/s can seek an appeal to the Association at a general meeting within 14 days of receiving the notice and
(c) inform the member/s that they can:
(i) Attend that meeting and/or
(ii) attach with appeal request to the Secretary, a written statement providing grounds for the decision's revocation;
(5) If the Secretary receives a notice under sub-clause (4), he/she will notify the Committee and the Committee will hold a general meeting of the Association within 21 days of the Secretary receiving the notice.
(6) At a general meeting of the Association held under sub-clause (5):
(a) no other issue than the appeal will be covered;
(b) the Committee will state the grounds and reasons for making the decision;
(c) the member will be given an opportunity to be heard; and
(d) the members present will vote by secret ballot on the decision's confirmation or revocation.
(7) If at the general meeting:
a) two-thirds of the members present vote in favour of the decision, the decision is confirmed; and
(b) in any other case, the decision is revoked and no further right of appeal will apply.
REMOVAL OF A COMMITTEE MEMBER
28. (1) Any Association Committee member can be removed before their term of office expires. This must be done by decision at a general meeting and a replacement member appointed to hold office until the original term expires.
(2) If the Committee member referred to in sub-clause (1) appeals against the proposed decision in writing to the Association Secretary or President and requests that they be notified to the Association members, the Secretary or President can send a copy of the appeal to each member or, if it is not sent, it can be read out at the meeting.
ANNUAL GENERAL MEETING
8. (1) Each calendar year the Association will hold an annual general meeting of its members.
(2) The Committee will decide when to hold the annual general meeting.
(3) A notice will be issued advising members of the annual general meeting.
(4) The ordinary business of the annual general meeting will be to:
(a) confirm the minutes of the last annual general meeting and of any general meeting held since that meeting;
(b) receive from the Committee reports on the transactions of the Association during the last financial year;
(c) elect the Association Committee, and
(d) receive and consider the statement submitted by the Association according to section 30(3) of the Act.
(5) The annual general meeting can consider special business if notice is given according to these rules.
(6) The annual general meeting will be in addition to any other general meetings that are held in the same year.
9. All general meetings other than the annual general meeting will be called general meetings.
10. (1) The Committee can, whenever it thinks fit, hold a general meeting of the Association so long as no more than 15 months elapses between annual general meetings.
(2) The Committee will, on written request of members representing at least 5 members, hold a general meeting of the Association.
(3) The request for a general meeting will state the meeting's objects and will be signed by the requesting members and sent to the Secretary's address and can consist of several documents in a like form, each signed by one or more of the requesting members.
(4) If the Committee does not hold a general meeting within one month of the date the request is sent to the Secretary's address, the members making the request, or any of them, can hold a general meeting no later than 3 months after that date.
(5) A general meeting will be held by members in the same way as other meetings are held by the Committee and all reasonable expenses incurred in holding the meeting will be refunded by the Association to those people incurring the expenses.
NOTICE OF MEETING
11. (1) The Association Secretary will, at least 21 days before holding an Association general meeting, send a notice to each Association member at their registered address, advising the place, date and time of the meeting and the issues to be covered at the meeting.
(2) No other issue than that set out in the meeting agenda will be covered at the meeting.
(3) A member wanting to add any issue to a meeting can notify the Secretary in writing of the issue, who will include it in the agenda for the next general meeting after the receiving the notice.
12 (1) At a general meeting any motion without prior notice can only be considered if:
(a) it is procedural, or
(b) it is not a motion or amendment to change the statement of purposes, rules or any bylaws of the Association, and
(c) two-thirds of those eligible to vote first agree that the matter is so urgent that it cannot be reasonably deferred and placed on notice for a future meeting.
(2) All issues that are covered at a general meeting and the annual general meeting, except the ordinary business of the annual general meeting will be considered as special business.
(3) No issue will be covered at general meetings unless a quorum of members entitled to vote is present at the time of the meeting when the issue is considered.
(4) A quorum for a general meeting is made up of 5 members who are entitled to vote and are personally present
(5) If within 30 minutes of the start time of a general meeting, a quorum is not present, the meeting will be dissolved. The meeting will be otherwise adjourned to another mutually agreed to date; place and time or as specified by the President at the time of the adjournment. If at the adjourned meeting the quorum is not present within 30 minutes of the meeting start time; at least 3 members present will be a quorum.
13. (1) The President, or in his/her absence, the Secretary, will Chair each Association meeting.
(2) If the President and the Secretary are absent from a meeting, the members present will elect another to Chair the meeting.
14. (1) The President at a meeting with a quorum present can, with the others consent, adjourn the meeting. No issues will be covered at an adjourned meeting other than those left unfinished at the meeting the adjournment occurred.
(2) Where a meeting is adjourned for 14 days or more, a notice will be given in the same way as for general meetings.
(3) Except as provided above, it is not necessary to give notice of an adjournment or of the issues to be covered at an adjourned meeting.
15. Issues arising at all Association meetings will be decided on a show of hands unless before or on the declaration of the show of hands a secret ballot is demanded. The outcome of the vote as declared by the President will be entered in the Association's Minute Book as evidence of the fact. Proof of the number or proportion of the votes recorded in favour of, or against, that resolution is not required
16. (1) For any issue arising at an Association general meeting, a member has one vote only.
(2) All votes will be given by members personally
(3) In the case of voting being tied on an issue, the President is entitled to exercise a second or casting vote.
17. (1) If at a meeting, a secret ballot on any issue is demanded it must be by at least three members. The resolution of the ballot will be considered as a resolution of that issue.
(2) A secret ballot that is demanded on the election of a President or on a issue of an adjournment will be held immediately A ballot that is demanded on any other issue, will be conducted by the President before the meeting's close.
18. A member is not entitled to vote at any general meeting unless all moneys due and payable by him/her to the Association have been paid.
COMMITTEE OF MANAGEMENT
20. (1) The Association affairs will be managed by a Management Committee constituted as provided in Rule 21.
(2) Subject to these rules, the regulations and the Act, the Committee:
(a) will control and manage the business and Association affairs;
(b) can, exercise all powers and functions applying to the Association other than those powers and functions required by general meetings of the Association members; and
(c) has power to do whatever seems essential in properly managing the Associations business and affairs
21. (1) Subject to section 23 of the Act, the Committee will consist of:
(a) the Formal Committee roles; and
(b) 2 ordinary members, each will be elected at the Association's annual general meeting each year.
22. (1) The Formal Committee roles will be:
23 The Association President will Chair all meetings, act as spokesperson for the Association and can delegate these roles to another Committee member if appropriate
24. The Association Secretary will keep minutes of the resolutions and proceedings of each general meeting and Committee meeting in books provided for that purpose, and a record of attendee names at Committee meetings.
25. (1) The Association Treasurer will:
(a) collect and receive all moneys due to the Association and make all payments authorised by the Association;
(b) keep correct accounts and books showing the financial affairs of the Association with full detail of all receipts and expenditure connected with the Association's activities: and
(c) submit to the annual general meeting a duly audited statement of annual income and expenditure.
(2) The accounts and books referred to above will be available for inspection by members.
26 The Promotions role involves co-ordinating the Associations publicity and events
COMMITTEE ELECTION AND VACANCY
27 (1) The following applies to the election of any Committee member.
(2) Candidate nominations for election to Committee roles will be:
(a) in writing, signed by two members and accompanied by the written consent of the candidate (which can be endorsed on the nomination form);
(b) delivered to the Secretary, and will close immediately before the meeting starts
(3) A candidate nomination for election is not valid if that candidate has been also nominated for another role in the same election.
(4) If insufficient nominations are received to fill all Committee vacancies, the members nominated will be deemed, as elected and further nominations will be sought at the annual general meeting.
(4) If the number of nominations received equal the number of vacancies to be filled, the people nominated will be deemed as elected.
(6) If the number of nominations exceeds the vacancies to be filled, a secret ballot will be held.
(5) The Committee will conduct the ballot for the election of Committee members at the annual general meeting in an appropriate manner.
(7) Each elected Committee member will remain until the next annual general meeting after their election date and is eligible for re-election.
28 (1) A Committee member's role becomes vacant if the member:
(a) ceases to be an Association member;
(b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code; or
(c) resigns their office by written notice to the Secretary.
(2) In the event of a casual vacancy in any of the above formal roles, the Committee can appoint one of its other members to fill the vacancy and the appointed member will remain in that role until the end of the next annual general meeting following their appointment date.
(3) In the event of a casual vacancy occurring in any ordinary Committee member role, the Committee can appoint an Association member to fill the vacancy and the appointed member will remain in that role, until the end of the next annual general meeting following their appointment date.
29. (1) The Committee will meet at least 3 times a year at places and times determined by the Committee. A compulsory meeting will be held in November/December to determine fees and the Program.
(2) Special Committee meetings can be held by the President or by any 4 Committee members.
(3) Committee members will be notified of any special meeting specifying the general nature of the issues to be covered and no other issues will be covered at such a meeting.
(4) Any 3 members of the Committee make a quorum for covering all issues in a Committee meeting.
(5) No issues will be covered unless a quorum is present. If within 30 minutes of the meeting start time a quorum is not present the meeting will be adjourned to another place and time a week later unless the meeting was a special meeting in which case it lapses.
(6) At Committee meetings:
(a) the President or in their absence the Secretary will preside; or
(b) if the President and the Secretary are absent, one of the remaining members of the Committee will preside as chosen by the members present.
(7) Issues arising at a Committee meeting or of any appointed sub-committee will be decided on a show of hands or, if demanded by a member, by a secret ballot as decided by the person presiding at the meeting.
(8) Each member present at a Committee meeting or any appointed sub-committee is entitled to one vote and, in the event of a tied vote on any issue, the President or presiding can exercise a second or casting vote.
(9) Each Committee member will be notified in writing of Committee meetings at least two business days before the meeting date.
(10) Subject to a quorum the Committee can act despite any vacancy on the Committee.
(11) Committee decisions will be subject to appeal to a general meeting.
BANKING AND PAYMENTS
30. (1) The Treasurer will sign all cheques, drafts, bills of exchange, promissory notes and other negotiable documents. The Committee will decide in the Tyreasurers absence which members can otherwise sign.
(2) All accounts will be kept in the name of the Association at a bank or other financial institution approved by the Committee.
ALTERATION OF RULES AND STATEMENT OF PURPOSES
31. The Association rules and the statement of purposes will not be altered unless according to the Act. (4)
32. (1) A notice can be served on any member by or on behalf of the Association either personally or by sending it by post/e-mail to the members registered address.
(2) If a document is properly addressed pre-paid and posted to a person as a letter, the document will be, unless proven otherwise, deemed as given to the person at the time the letter would have been ordinarily delivered by post.
WINDING UP OR CANCELLATION
33. In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association will be disposed of according to the provisions of the Act.
COMMON SEAL AND CUSTODY OF RECORDS
34. (1) The common seal of the Association will not be used unless authorised by the Committee and the signatures of any two of the President, Secretary and Treasurer will affirm the use of the common seal.
(2) Unless otherwise provided in these Rules, the Secretary will keep in their custody and control all books, documents and securities of the Association.
35. The Association funds will be obtained from annual subscriptions, fees, levies, donations grants and any other sources as the Committee decides.