GCDLA Rules

GOLD COAST DISTRICT LAW ASSOCIATION INC.

 

Rules of the Association

 

 

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 rules, but is defined in the Act has, if the context permits, the meaning given by the Act. Subject to that, these rules shall be interpreted as if they were a statutory instrument under the Statutory Instruments Act 1992 Qld. 

 

2 Name

The name of the incorporated association is Gold Coast District Law Association Inc. (the association).

 

3 Objects

The objects of the association are—

(1) To promote confidence and goodwill between the community and the legal profession;

(2)       To promote confidence and goodwill between the members of the legal profession;

(3)       To promote and protect the interests of the community in relation to the law;

(4)       To promote and protect the interests of the legal profession;

(5) To co-operate with the Queensland Law Society Incorporated in all matters relating to the legal profession;

(6)       To uphold and promote the Rule of Law;

(7) To promote reform in the administration of justice and law and its healthy development according to the social, economic and other needs of the community;

(8) To promote uniformity of legislation and of judicial decisions throughout Queensland and Australia;

(9)       To support organisations that provide free or subsidised legal aid.

(10) To apply the knowledge and experience in the field of law to the promotion of the public good.

 

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

(c) make charges for services and facilities it supplies; and

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

(3) The association notes that upon its incorporation it took over the funds and other assets and liabilities of the unincorporated association then known as the Gold Coast District Law Association (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, student members and corporate members.

(2) The number of ordinary members is unlimited.  The number of student members and corporate members shall respectively be no more than 50% and 5% of the number of ordinary members.

(3)       Ordinary membership may be granted to: -

(a) An Australian lawyer within the meaning of Section 5 of the Legal Professional Act 2007 Qld.

(b) A person holding judicial office (including a magistrate or registrar)

(c) A person who teaches law in a tertiary or secondary school educational establishment.

(d) A person who has attained approved academic qualifications or corresponding academic qualifications within the meaning of Section 30 of the Legal Profession Act 2007 Qld

(e) A person who is currently working in employment that would ultimately be expected to allow such person to meet the approved practical legal training requirements or corresponding practical legal training requirements within the meaning of Section 30 of the Legal Profession Act 2007 Qld

(f) A person having a substantial connection to law (other than merely being a student studying law) as the management committee may from time to time determine.

(4) Student membership may be granted to a person who is studying law at an Australian University. 

(5) Corporate membership may be granted to a person (whether an incorporated body or not) who shares in the common purposes of other members of the Association, and who is prepared to pay a higher membership fee than ordinary and student members. Where a corporate member who is not a natural person has a right under the Act or these rules, and such right can, in practical terms, be exercised only by a natural person, the corporate member is entitled to exercise such right by appointing (in writing given to the Association) a natural person for the purpose of exercising that right. 

(6) Membership shall only be granted to persons if they reside in, have a place of business in, work in or study at a business or educational facility situated within, the Gold Coast City Council local government area.  If a person has the required legal and Gold Coast connections and becomes a member, that person does not cease to be a member (and does not cease to be eligible to renew their membership) merely because they subsequently do not retain a legal and Gold Coast connection.

 

6 Automatic membership

A person who, on the day these rules come into effect, had applied to become a member (or renew their membership) of the association, and whose membership fee covering the date these rules come into effect had been received by and banked by the association, is deemed to have made a valid application for membership and to have been admitted by the management committee as an ordinary member.  This rule does not affect the membership of persons who were in any event already members of the association at the time these rules come into effect.

 

7 New membership

(1) An applicant for membership of the association (or change in membership class) need not be proposed by any member of the association.

(2)       An application for membership (or change in membership class) must be—

(a)  in writing; and

(b) in the form decided by, or acceptable to, the management committee.

(3) The application should specify the class of membership applied for.  In default of any specification, the application is to be taken as applying for ordinary membership.

 

8 Membership fees

(1)       The membership fee for each class of membership—

(a) is the amount or amounts decided by the management committee from time to time; and

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

(2)  The management committee may set a discounted membership fee for such persons or groups of persons as the management committee think appropriate.

(3) If the association is holding or is associated with an event, in respect to which the fee to participate at the event depends on whether a person is a member or non-member, then a member whose membership fee is in arrears at the time of the event shall not be entitled to the members’ price.

 

9 Admission and rejection of new members and change in membership class

(1) The management committee must consider an application for membership at the next (or next but one) committee meeting held after it receives—

(a) the application for membership; and

(b) the appropriate membership fee for the application (which membership fee shall be held in escrow, and not treated as income of the association, unless and until the application is approved).

(2) The management committee must, if required by law, ensure that, as soon as possible after the person applies to become a member of the association, and before the management committee considers the person’s application, the person 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.

(3) The management committee must decide at the meeting whether to accept or reject the 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 is accepted as a member for the class of membership applied for.

(5) If a majority of the members of the management committee present at the meeting vote to reject the applicant as a member, the applicant is not accepted as a member for the class of membership applied for.  In that case, the secretary of the association must, as soon as practicable, give the applicant a written notice of the rejection and the association must return the application money.

(6) An application for change in membership class from student member to ordinary member (or vice versa) shall, in the first instance, be considered by the President, or a person nominated by the President. If the application is accepted, then such change in class of membership is effected without any requirement for it being considered by the management committee.  If the President or their nominee is not prepared to accept the application for change in status, then the application shall be referred to the management committee. The application shall, with any necessary amendments required to fit the circumstances, be treated as an application for membership, with the applicant having the usual appeal rights if the management committee rejects the application.

 

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

(c) has membership fees in arrears for at least 2 months (or 2 weeks in the case of a corporate member); or

(d) conducts itself, 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.

(6) If a member has membership fees in arrears for 13 months (or 1 month in the case of a corporate member), that member’s membership automatically lapses (without any action being required by the management committee) unless the management committee in its absolute discretion determine otherwise.  The member is not entitled to be notified of the potential lapsing, nor make any representations to the management committee as to whether they should exercise their discretion to prevent the future lapsing or waive the lapsing that has already occurred. If a member ceases to be a member due to this automatic lapsing provision, the cessation of membership is not subject to any appeal.

 

11 Appeal against rejection or termination of

membership

(1) A person whose application for membership has been rejected, or whose membership has been terminated by the management committee, 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.

(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 name of the member;

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

(c) the date of admission as a member;

(d) the date that person ceased to be a member;

(e) details about how such person ceased to be a member.  If the person’s membership was terminated by the management committee but was reinstated on appeal, the register shall include details of the 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 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 or some other person at risk of harm.

(6) Unless required by law to retain details of the membership that has ceased:-

(a) if a person ceases to be a member, but then subsequently again becomes a member, then the register need not record details of the previous membership, and may only record details of the most recent membership.

(b) if a person has ceased to be a member for more than 3 years, the register need not retain that person’s details. 

 

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 management committee.

 

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.

(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

(c) keeping copies of all correspondence and other documents relating to the association; and

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

 

18 Membership of management committee

(1) The management committee of the association consists of no more than 12 persons, being a president, vice-president, treasurer, and any other members the association members elect at a general meeting. A person shall not be elected as president if that person has been elected as president on the 3 previous occasions a president was elected.

(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) 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.

(4) A member of the association may be appointed to a casual vacancy on the management committee under rule 21.

(5) If there is no president or if the president is not present within 10 minutes after the time fixed for a meeting, or if the president has prior to the meeting, advised the secretary or vice-president that they will not be present at the meeting and he or she is not present at the meeting at the time fixed for it to commence, or if the president is present at the meeting but is unwilling to chair the meeting, the reference to president in these rules in relation to the meeting is, notwithstanding anything to the contrary in these rules, deemed to be a reference to the vice-president, rather than the president.

 

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

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

(iii) state if the nomination is for any one or more of the president, vice-president, or treasurer (and if so, which role or roles), and

(iv) given to the secretary at least 14 days before the annual general meeting at which the election is to be held;

(c)  each member of the association present and eligible to vote at the annual general 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 candidates’ names in alphabetical order of surname must be posted on the association’s web site for at least 7 days immediately preceding the annual general meeting.  The secretary shall, upon written request, supply a copy of the list to any member promptly on request.

(4) If required by the management committee, balloting lists must be prepared containing the names of the candidates in alphabetical order of surname.

(5) The management committee must, if required by law, 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.

(6) Voting shall take place for the management committee in the following order: president, vice-president, treasurer, and other members of the management committee.

(7) If the number of candidates for any one or more of the positions of president, vice-president, treasurer or other member of the management committee does not exceed the number of positions to be filled in that role, then at the option of the chairperson (a) without having to conduct a vote, the chairperson can declare the uncontested candidate/s elected into their respective position/s, or (b) a single resolution can be put to the vote in respect to the election of any such uncontested candidate/s.

 

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.

 

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 association’s 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

(c) to purchase, redeem or pay off any securities issued; 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.

(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 assist in the accuracy of the minutes, the minutes of each management committee meeting must be signed by the chairperson of the meeting, or the chairperson of the next management committee meeting, verifying their accuracy.

 

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 associations 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.

(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

(c) a level 3 incorporated association to which section 59 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 audit report, for the last reportable financial year;

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

(c) electing members of the management committee;

(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—if required by law to appoint an auditor, an accountant or an approved person for the present financial year at the annual general meeting, to appoint such person.

 

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;

(c) electing members of the management committee;

(d) if required by law to appoint an auditor, an accountant or an approved person for the present financial year at the annual general meeting, to appoint such person.

 

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;

(c) electing members of the management committee.

 

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.

(7) A notice in writing includes notice by electronic transmission.

 

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.

(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 10 minutes after the time fixed for the meeting or is unwilling to act for the whole or any part of the meeting, (for instance, that part of a meeting at which the president is standing for election to a position on the management committee), the chairperson shall be a person nominated by the president (and approved by the Vice-President or Treasurer of the Association). If there is no such nominated person, the members present must elect 1 of their number to be chairperson of the meeting; and

(c) the chairperson must conduct the meeting in a proper and orderly way.

 

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 and entitled to vote, who do vote.

(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

(a) the member is a student member, or

(b) 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—

(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

(c) being given a written notice of an intention to appeal against the decision of the 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

(c) is given the written notice of an intention to appeal mentioned in subrule (1)(c).

(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                of  
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
                                20     
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

  of  
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
                                                 20         
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 are entered in a minute book.

(2) To assist in the accuracy of the minutes—

(a) the minutes of each general meeting must be signed 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 signed 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.

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

(a) make the minute book 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.

(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, if required by law, ensure the association has a common seal.

(2) Any 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

(c) someone authorised by the management committee.

 

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. If the provision in the model rules in force from time to time which deals with this issue provide for a higher figure than $100, the higher figure is substituted for the $100 figure.

(5) If a payment of $100 (or if the provision in the model rules in force from time to time which deals with this issue provide for a higher figure than $100, such higher figure) or more is made by cheque, the cheque must be signed by any 2 of the following—

(a) the president;

(b) the secretary;

(c) the treasurer;

(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) If the association has a petty cash account, it 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.  If it is lawful for the association to change the end date of its financial year without a change to its rules, then the management committee has the power to change such end date, and the reference to 30 June in this rule shall be such date as the management committee has so determined.

 

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.

 

 

 

 

Rules (as amended by the 2016 AGM).