1
Interpretation
1.1 In these rules—
Act means the Associations Incorporation
Act 1981.
present—
1.1.1 at a management committee meeting, see rule 23.8.3; or
1.1.2 at a general meeting, see rule 35.2.
a question arising at a committee meeting includes a decision to be made by the management committee.
special resolution of an association means a resolution passed at a general meeting of the association by the votes of ¾ of the members who are present and entitled to vote on the resolution.
1.2 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 Eudlo Hall and Recreation Grounds Association Inc. (the Association).
3 Objects
The objects of the Association are to—
3.1 Preserve
the assets of the Association and promote those assets for use by the
community.
3.2 Enhance the sense of community in Eudlo by utilising the assets of the Association and auspicing and supporting the activities of individuals and other organisations who possess values and aspirations that are in harmony with those of the Association.
4 Powers
4.1 The Association
4.1.1 has the powers of an individual
4.1.2 has power to do all things incidental or conducive to achieving its purposes including but not limited to:
4.1.2.1. acquire, hold, lease and dispose of real or personal property;
4.1.2.2 construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences to advance the Association's interests;
4.1.2.3 open and operate accounts with financial institutions;
4.1.2.4 invest its money in any security in which trust monies may lawfully be invested;
4.1.2.5 raise and borrow money on any terms and in any manner as it thinks fit;
4.1.2.6 secure the repayment of money raised or borrowed, or the payment of a debt or liability;
4.1.2.7 appoint agents to transact business on its behalf;
4.1.2.8 enter into any other contract it considers necessary or desirable;
4.1.2.9 make charges for services and facilities it supplies;
4.1.2.10 raise funds for the
acquisition and maintenance of the Association's assets and to carry out the
objectives of the Association, by holding markets, festivals, celebrations,
commemorations and a range of other activities including by:
4.1.2.10.1 hiring
the assets of the Association to individual members of the community, and
business or community organisations; or
4.1.2.10.2 making
the assets of the Association available for use by the community at such cost
if any as may be determined by the management committee from time to time; or
4.1.2.10.3 the Association itself conducting such activities.
4.1.3 may only exercise its powers and use its income and assets (including any surplus) for its objects.
4.1.4 If it is proposed to:
Use the funds of the Association to acquire real propert
Sell real property
Mortgage the assets of the Association
Raise funds by borrowing
Expend general funds of the Association in excess of $50,000 other than grant funds received for the purpose of a specific project, that are required by the grantor to be acquitted
the following procedure shall be implemented:
Publicise the proposal to the Eudlo community and members (including non-financial members) of the Association by notices posted at the Post Office, shop and Hall noticeboards, and published in a local weekly newspaper giving not less than 30 days' notice, that a general meeting will be held to consider the proposal;
Unless at the general meeting no less than two thirds of the Eudlo community members and Association members then present at the meeting agree to the proposal or amended proposal, of which notice was given, then the proposal shall not be implemented.
For the avoidance
of doubt, nothing in these rules shall be construed as restricting the
expenditure by the management committee of grant monies received for a specific
project or purpose, on that project or purpose.
5 Classes
of members
5.1 The membership of the Association consists of:
5.1.1 Ordinary members who are natural persons residing within the area defined in Schedule 1 to these rules; and
5.1.2 Associate members being any
category of member as determined by ordinary resolution at a general
meeting. An associate member must
not vote.
5.2 Subject to subrule 5.1, the number of ordinary members is unlimited.
6 Not
for profit organisation
6.1 The
Association must not distribute any surplus, income or assets directly or
indirectly to its members.
6.2 Subrule 6.1 does not prevent the Association:
6.1.1 reimbursing a member for
expenses outlayed for the benefit of the Association
and properly incurred by the
member; or
6.1.2 from paying a member for
goods or services provided by the member
if this is
done in good faith on terms no more favourable than if the member was not a
member.
7 New
membership
7.1 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).
7.2 An application for membership must be—
7.2.1 in writing; and
7.2.2 signed by the applicant and the applicants proposer and seconder; and
7.2.3 in the form decided by the management committee.
8 Membership fees
8.1 The membership fee for each ordinary membership and for each other class of membership (if any)-
8.1.1 is the amount decided by the management committee from time to time and approved by the members at a general meeting; and
8.1.2 is payable when, and in the way, the management committee decides.
9 Admission
and rejection of new members
9.1. The management committee must consider an application for membership at the next committee meeting held after it receives—
9.1.1 the application for membership and the appropriate membership fee for the application.
9.2 The management committee must 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—
9.2.1 whether or not the Association has public liability insurance; and
9.2.2 if the Association has public liability insurance—the amount of the insurance
9.2.3 that a member may request that particulars (other than the member's full name) held in the register of members not be disclosed to other members on the basis that the disclosure of the information would put the member at risk of harm.
9.3 The management committee must decide at the meeting whether to accept or reject the application.
9.4 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.
9.5 The secretary of the Association must, as soon as practicable after the management committee decides to accept or reject an application, give the applicant a written notice of the decision.
10 When membership ends
10.1 A member may resign from the Association by giving a written notice of resignation to the secretary.
10.2 The resignation takes effect at—
10.2.1 the time the notice is received by the secretary; or
10.2.2 if a later time is stated in the notice—the later time.
10.3 The management committee may terminate a member's membership if the member—
10.3.1 is convicted of an indictable offence; or
10.3.2 does not comply with any of the provisions of these rules; or
10.3.3 has membership fees in arrears for at least 2 months; or
10.3.4 conducts himself or herself in a way considered to be injurious or prejudicial to the character or interests of the Association.
10.4 Before the management committee terminates a member's membership, at the election of the member, the committee shall initiate the dispute resolution process in rule 40.
10.5 If the dispute resolution process does not resolve the matter, then the management committee must give the member a full and fair opportunity to show why the membership should not be terminated.
10.6 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
11.1 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 that decision.
11.2 A notice of intention to appeal the decision mentioned in subrule 11.1 must be given to the secretary within 1 month after the person receives written notice of the decision.
11.3 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
12.1 The general meeting to decide an appeal must be held within 3 months after the secretary receives the notice of intention to appeal.
12.2 Subject to subrules 12.2-12.5, the procedure at the general meeting to decide the appeal shall be in accordance with rule 35 unless the management committee elect to engage an independent facilitator in accordance with this rule to facilitate the general meeting.
12.3 If the management committee elect to appoint an independent facilitator, then the facilitator whom they appoint must
12.3.1 in the first instance be a person or persons appointed by the Dispute Resolution Centre Department of Justice and Attorney-General Queensland ("DRC") provided that if the DRC is unable to or declines to appoint a facilitator or facilitators, then
12.3.2 a facilitator who holds current national mediator accreditation pursuant to the National Mediator Accreditation Standards as determined by the Mediation Standards Board of Australia.
12.3.4 a facilitator appointed by the management committee may be a member or former member of the Association but in any case must not be a person who in the opinion of the committee —
12.3.4.1 has a personal interest in the dispute; or
12.3.4.2 is biased in favour of or against any party.
12. 3.5 in facilitating the general meeting, the facilitator must not determine the appeal, but ensure that the appeal is decided in accordance with this rule, and the general meeting voting procedure as provided for in rules 34-36.
12.4 At the general meeting held to decide the appeal, 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.
12.5 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.
12.6 An appeal must be decided by a majority vote of the members present and eligible to vote at the meeting.
12.7 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
13.1 The management committee must keep a register of members of the Association.
13.2 The register must include the following particulars for each member—
13.2.1 the full name of the member;
13.2.2 the postal and residential and email address of the member;
13.2.3 the date of admission as a member;
13.2.4 the date of death or time of resignation of the member;
13.2.5 details about the termination or reinstatement of membership;
13.2.6 any other particulars the management committee or the members at a general meeting decide.
13.3 The register must be open for inspection by financial members of the Association:
13.3.1 on the giving of 28 days notice of a written request to inspect the register to the secretary, and
13.3.2 unless otherwise agreed by the management committee, such inspection shall occur at the either a management committee meeting or a general meeting whichever occurs first.
13.4 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, or if the management committee otherwise deems it appropriate to withhold such information.
14 Prohibition on use of information on register of
members
14.1 A member of the Association must not—
14.1.1 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 a purpose otherwise than in furtherance of the objects of the association, or
14.1.2 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 or a purpose otherwise than in furtherance of the objects of the Association.
14.2 Subrule 14.1.1 does not apply if the use or disclosure of the information is approved by the Association.
15 Appointment or election of secretary
15.1 The secretary must be
15.1.1 a member of the Association elected by the Association as secretary;
or if the office of secretary becomes vacant before the next Annual General Meeting,
15.1.2 any of the following persons appointed by the management committee as secretary—
15.1.2.1 a member of the Association's management committee;
15.1.2.2 another member of the Association;
15.1.2.3 another person.
15.2 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.
15.3 If the management committee appoints a person mentioned in subrule 15.1.2.2 as secretary, other than to fill a casual vacancy on the management committee, the person does not become a member of the management committee.
15.4 However, if the management committee appoints a person mentioned in subrule 15.1.2.2 as secretary to fill a casual vacancy on the management committee, the person becomes a member of the management committee.
15.5 If the management committee appoints a person mentioned in subrule 15.1.2.3 as secretary, the person does not become a member of the management committee.
15.6 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
16.1 The management committee of the Association may at any time remove a person appointed by the committee as the secretary.
16.2 If the management committee removes a secretary who is a person mentioned in rule 15.1.2.1, the person remains a member of the management committee.
16.3 If the management committee removes a secretary who is a person mentioned in rule 15.1.2.2 and who has been appointed to a casual vacancy on the management committee under subrule 15.4, the person remains a member of the management committee.
Functions of secretary
The secretary's functions include, but are not limited to—
17.1 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
17.2 keeping minutes of each meeting; and
17.3 keeping copies of all correspondence and other documents relating to the Association; and
17.4 maintaining the register of members of the Association; and
17.5 provision to applicants for membership of information about public liability insurance held by the Association, and the right to request limited disclosure of membership particulars under subrule 9.2.
18 Membership of management committee
18.1 The management committee of the Association consists of a president, treasurer, and any other members the Association members elect at a general meeting.
18.2 A member of the management committee, other than a secretary appointed by the management committee under subrule 15.1.3 must be a member of the Association.
18.3 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.
18.4 A member of the Association may be appointed to a casual vacancy on the management committee under subrule 21.
19 Electing the management committee
19.1 A member of the management committee may only be elected as follows:
19.1.1 any 2 members of the Association may nominate another member (the candidate) to serve as a member of the management committee;
19.1.2 the nomination must be—
19.1.2.1 in writing; and
19.1.2.2 signed by the candidate and the members who nominated him or her; and
19.1.2.3 given to the secretary at least 14 days before the annual general meeting at which the election is to be held;
19.1.3 the nomination mentioned in rule 19.1.2 may be emailed to the secretary.
19.1.4 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;
19.1.5 if, at the start of the meeting, there are not enough candidates nominated, nominations may be taken from the floor of the meeting.
19.2 A person may be a candidate only if the person—
19.2.1 is an adult;
19.2.2 is a financial member of the Association, and
19.2.3 is not ineligible to be elected as a member under section 61A of the Act.
19.3 A list of the candidates' 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.
19.4 If required by the management committee, balloting lists must be prepared containing the names of the candidates in alphabetical order.
19.5 The management committee must ensure that, before a candidate is elected as a member of the management committee, the candidate is advised—
19.5.1 whether or not the Association has public liability insurance; and
19.5.2 if the Association has public liability insurance—the extent and the amount of the insurance.
20 Resignation, removal or vacation of office of
management committee member
20.1 A member of the management committee may resign from the committee by giving written notice of resignation to the secretary.
20.2 The resignation takes effect at—
20.2.1 the time the notice is received by the secretary; or
20.2.3 if a later time is stated in the notice—the later time.
20.3 A member of the management committee 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.
20.4 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.
20.5 A member has no right of appeal against the member's removal from office under this rule.
20.6 A member immediately vacates the office of member in the circumstances mentioned in section 64(2) of the Act.
21 Vacancies on management committee
21.1 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.
21.2 The continuing members of the management committee may act despite a casual vacancy on the management committee.
21.3 However, if the number of committee members is less than the number fixed under rule 25.1 as a quorum of the management committee, the continuing members may act only to:
21.3.1 increase the number of management committee members to the number required for a quorum; or
21.3.2 call a general meeting of the Association.
22 Functions of management committee
22.1 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.
22.2 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.
22.3 Subject to rule 24, the management committee may exercise the powers of the Association—
22.3.1 to borrow, raise or secure the payment of amounts in a way the members of the Association decide; and
22.3.2 to secure the amounts mentioned in subrule 22.3.1 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 Association's property, both present and future; and
22.3.3 to purchase, redeem or pay off any securities issued; and
22.3.4 to borrow amounts from members and pay interest on the amounts borrowed; and
22.3.5 to mortgage or charge the whole or part of its property; and
22.3.6 to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Association; and
22.3.7 to provide and pay off any securities issued; and
22.3.8 to invest in a way the members of the
Association may from time to time decide, however the management committee may
invest funds of the Association not immediately required, on term deposit with
a financial institution for terms decided by the committee without being
required to seek the consent of the membership;
22.4 For subrule 22.3.4, 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—
22.4.1 the financial institution for the association; or
22.4.2 if there is more than 1 financial institution for the Association—the financial institution nominated by the management committee.
23. Meetings
of management committee
23.1. Subject to this rule, the management committee may meet and conduct its proceedings as it considers appropriate.
23.2. The management committee must meet at least once every 4 months to exercise its functions.
23.3. The management committee must decide how a meeting is to be called.
23.4. Notice of a meeting is to be given in the way decided by the management committee.
23.5. Subject to this rule, and to rule 24, 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.
23.6. The president is to preside as chairperson at a management committee meeting.
23.7. 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.
23.8.
Procedure at meeting of the management committee
23.8.1. Subject to this subrule, the procedure to be followed at a meeting of the management committee must be determined from time to time by the committee.
23.8.2. The order of business may be determined by the members present at the management committee meeting.
23.8.3. A committee member who is not physically present at a committee meeting may participate in the meeting by the use of technology that allows that committee member and the committee members present at the meeting to clearly and simultaneously communicate with each other.
23.8.4. A committee member who participates in the meeting as mentioned in subrule 23.8.3 is taken to be present at the meeting.
23.9. For the purposes of this Part, a committee member participating in a committee meeting as permitted under subrules 23.8.3 and 23.8.4. is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.
23.10.
Voting outside a management committee meeting
23.10.1. The management committee may resolve matters by voting outside a formal meeting provided:
23.10.1.1. that all committee members are given written
notice of the motion ("the proposed motion") and that a majority of the voting members gives agreement to
the motion and
23.10.1.2. the procedure by which a voting member gives
agreement to the proposed motion
is in accordance with this rule.
23.10.2. The secretary or another member authorised by
a majority of voting members may give the notice of motion to the committee
members. Such notice may be given to the committee members by post, orally[C1] (including by phone) or electronically.
23.10.3. Agreement by the committee members may be
communicated to the secretary by post, orally or electronically.
23.10.4. In an emergency, the notice of the proposed
motion may be given to as many members as is practicable to contact.
23.10.5. Any motion voted on under this rule must be
confirmed at the next formal management committee meeting.
24.1 A management committee member who has a material personal interest in a matter being considered at a committee meeting must disclose the nature and extent of that interest to the committee.
24.2 The member:
24.2.1 must not be present while the matter is being considered at the meeting without the agreement of the other members of the committee present; and
24.2.2 must not vote on the matter.
24.3 If there are insufficient committee members to form a quorum as required by rule 25.1 of these rules because a member who has a material personal interest is disqualified from voting on a matter, a general meeting may be called to deal with the matter.
24.4 This rule does not apply to a material personal interest—
24.4.1 that exists only because the member belongs to a class of persons for whose benefit the Association is established; or
24.4.2 that the member has in common with all, or a substantial proportion of, the members of the Association.
25 Quorum for, and adjournment of, management committee
meeting
25.1 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.
25.2 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.
25.3 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—
25.3.1 the meeting is to be adjourned for at least 1 day; and
25.3.2 the members of the management committee who are present are to decide the day, time and place of the adjourned meeting.
25.4 If, at an adjourned meeting mentioned in subrule 25.3, there is no quorum within 30 minutes after the time fixed for the meeting, the meeting lapses.
26 Special meeting of management committee
26.1 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.
26.2 If the secretary is unable or unwilling to call the special meeting, the president must call the meeting.
26.3 A request for a special meeting must state—
26.3.1 why the special meeting is called; and
26.3.2 the business to be conducted at the
meeting.
26.4 A notice of a special meeting must state—
26.4.1 the day, time and place of the meeting; and
26.4.2 the business to be conducted at the meeting.
26.5 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.
27 Minutes of management committee meetings
27.1. 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.
27.2 The minute book may be an electronic document.
27.3. To ensure 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.
27.4 The signatures mentioned in subrule 27.3 may be electronic.
27.5 If asked by a financial member of the
Association, the secretary must, within 28 days after the request is made, make
the minutes for a particular management meeting available for inspection by the member
at a management committee meeting, however members are not entitled to a copy
of the minutes of the management committee meetings.
28 Appointment of subcommittees
28.1 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.
28.2 A member of the subcommittee who is not a member of the management committee is not entitled to vote at a management committee meeting.
28.3 A subcommittee may elect a chairperson of its meetings.
28.4 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.
28.5 A subcommittee may meet and adjourn as it considers appropriate.
28.6 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.
29 Acts not affected by
defects or disqualifications
29.1 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.
29.2 Subrule 29.1
applies even if the act was performed when—
29.2.1 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
29.2.2 a management committee member, subcommittee member or person acting as a member of the management committee was disqualified from being a member.
30[C2]
Resolutions of management committee without meeting
30.1 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.
30.2 A resolution mentioned in subrule 30.1 may consist of several documents in like form, each signed by 1 or more members of the committee.
31 Annual general meetings
Each annual general meeting must be held—
31.1 at least once each year; and
31.2 within 6 months after the end date of the association's reportable financial year.
32 Business to be conducted at annual general meeting
32.1 The following business must be conducted at each annual general meeting of the Association-
32.1.1 receiving the Association's financial statement, and audit report, for the last reportable financial year;
32.1.2 receiving the report of the president, about the activities of the Association for the last completed financial year;
32.1.3 presenting the financial statement and audit report to the meeting for adoption;
32.1.4 electing all the members of the management committee;
32.1.5 appointing an auditor or an accountant for the present financial year;
33 Notice of general meeting
33.1 The secretary may call a general meeting of the Association.
33.2 The secretary must give at least 14 days notice of the meeting to each member of the association.
33.3 If the secretary is unable or unwilling to call the meeting, the president must call the meeting.
33.4 The management committee may decide the way in which the notice must be given.
33.5 However, notice of the following meetings must be given in writing—
33.5.1 a meeting called to hear and decide the appeal of a person against the management committee's decision—
33.5.1.1 to reject the person's application for membership of the Association; or
33.5.1.2 to terminate the
person's membership of the Association;
33.5.2 A meeting called to hear and decide a proposed special resolution of the Association.
33.6 A notice of a general meeting must state the business to be conducted at the meeting.
34 Quorum for, and adjournment of, general meeting
34.1 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.
34.2 However, if all members of the Association are members of the management committee, the quorum is the total number of members less 1.
34.3 No business may be conducted at a general meeting unless there is a quorum of members when the meeting proceeds to business.
34.4 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.
34.5 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—
34.5.1 the meeting is to be adjourned for at least 7 days; and
34.5.2 the management committee is to decide the day, time and place of the adjourned meeting.
34.6 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.
34.7 If a meeting is adjourned under subrule 34.6 only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting.
34.8 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.
34.9 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.
35 Procedure at general meeting
35.1 A member may take part and vote in a general meeting in person, by proxy, by attorney.
35.2 A member who participates in a meeting as mentioned in subrule 35.1 is taken to be present at the meeting.
35.3 At each general meeting—
35.3.1 the president is to preside as chairperson; and
35.3.2 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
35.3.3 the chairperson must conduct the meeting in a proper and orderly way.
36 Voting at general meeting
36.1 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.
36.2 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.
36.3 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.
36.4 The method of voting is to be decided by the management committee.
36.5 However, if at least
20% of the members present demand a secret ballot, voting must be by secret
ballot.
36.6 If a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the way the chairperson decides.
36.7 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.
37 Special general meeting
37.1 The secretary must call a special general meeting by giving each member of the Association notice of the meeting within 14 days after-
37.1.1 being directed to call the meeting by the management committee; or
37.1.2 being given a written request signed by-
37.1.2.1 at least 33% of the number of members of the management committee when the request is signed; or
37.1.2.2 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
37.1.2.3 being given a written notice of an intention to appeal against the decision of the management committee either to reject an application for membership; or to terminate a person's membership.
37.2 A request mentioned in subrule 37.1.2 must state-
37.2.1 why the special general meeting is being called; and
37.2.2 the business to be conducted at the meeting.
37.3 A special general meeting must be held within 3 months after the secretary—
37.3.1 is directed to call the meeting by the management committee; or
37.3.2 is given the
written request mentioned in subrule 37.3.1 or
37.3.3 is given the written notice of an intention to appeal mentioned in subrule .
37.4 If the secretary is unable or unwilling to call the special meeting, the president must call the meeting.
38 Proxies
38.1 An instrument appointing a proxy must be in writing and be in the following or similar form—
[Eudlo Hall and Grounds Association Inc:
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
38.2 The instrument appointing a proxy must be signed by the appointor or the appointor's attorney properly authorised in writing.
38.3 A proxy may be a member of the Association or another person.
38.4 The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot.
38.5 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.
38.6 Unless otherwise instructed by the appointor, the proxy may vote as the proxy considers appropriate.
38.7 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—
[Eudlo Hall and Grounds Association Inc]:
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]
39 Minutes of general meetings
39.1 The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each general meeting and each management committee meeting are created and kept as a permanent record with the records of the Association.
39.2 To ensure the accuracy of the minutes—
39.2.1 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
39.2.2 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.
39.3 If asked by a
financial member of the Association, the secretary must, within 28 days after
the request is made—
39.3.1 make the minute book for a particular general meeting available for inspection by the member at a general meeting or a management committee meeting whichever is the sooner.
39.4 A member who requests copies of the minutes for a particular general meeting shall first pay the reasonable costs of providing those copies to the Association management committee.
40 Dispute Resolution Procedure
40.1.1 The dispute resolution process set out hereunder applies to disputes under these Rules or otherwise arising from membership of this Association between—
40.1.1.1 a member and another member;
40.1.1.2 a member and the management committee;
40.1.1.3 a member and the Association.
40.2
Parties must attempt to resolve the dispute
40.3.3 The parties to a dispute under these rules, or otherwise arising from membership of this Association, must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of the parties.
40.3.3 If the parties to a dispute are unable to resolve the dispute between themselves within the time required by subrule 40.2, the parties must within 10 days—
40.3.1.1 notify the management committee of the dispute; and
40.3.1.2 agree to or request the appointment of a mediator; and
40.3.1.3 attempt in good faith to settle the dispute by mediation.
40.3.2 The mediator must —
40.3.2.1 in the first instance be a person or persons appointed by the Dispute Resolution Centre Department of Justice and Attorney-General Queensland ("DRC") provided that if the DRC is unable to or declines to appoint a mediator or mediators, then
40.3.2.2 be appointed by agreement between the parties, and in the absence of agreement be a person or persons appointed by the committee; and
40.3.2.3 hold current national mediator accreditation pursuant to the National Mediator Accreditation Standards as determined by the Mediation Standards Board of Australia.
40.3.3 A mediator appointed by the management committee may be a member or former member of the but in any case must not be a person who in the opinion of the committee —
40.3.3.1 has a personal interest in the dispute; or
40.3.3.2 is biased in favour of or against any party.
40.4.1 The mediator to the dispute, in conducting the mediation, must—
40.4.1.1 give each party every opportunity to be heard; and
40.4.1.2 allow due consideration by all parties of any written statement submitted by any party; and
40.4.1.3 ensure that natural justice is accorded to the parties throughout the mediation process.
40.4.2 The mediator must not determine the dispute, or otherwise impose an outcome on the parties.
40.5 Failure to resolve dispute by mediation
40.5.1 If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Associations Incorporation Act Qld 1981 or otherwise at law.
41 By-laws
41.1 The management committee may make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of the Association.
41.2 A by-law may be set aside by a vote of members at a general meeting of the Association.
42 Alteration of rules
42.1 Subject to the Act, these rules may be amended, repealed or added to by a special resolution carried at a general meeting[C3] .
42.2 However an amendment, repeal or addition is valid only if it is registered by the chief executive.
43 Common seal
43.1 The management committee must ensure the Association has a common seal.
43.2 The common seal must be—
43.2.1 kept securely by the management committee; and
43.2.2 used only under the authority of the management committee.
43.3 Each instrument to which the seal is attached must be signed by a member of the management committee and countersigned by-
43.3.1 the secretary; or
43.3.2 another member of the management committee; or
43.3.3 someone authorised by the management committee.
44 Funds and accounts
44.1 The funds of the Association must be kept in an account or accounts in the name of the Association in a financial institution or institutions decided by the management committee.
44.2 Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the Association.
44.3 All amounts must be deposited in one of the financial institution account as soon as practicable after receipt.
44.4 A payment by the Association of $100 or more must be made by cheque or electronically including by credit card..
44.5 If a payment of $100 or more is made by cheque or electronic funds transfer, the cheque must be signed or transaction made by any 2 of the following-
44.5.1 the president;
44.5.2 the secretary;
44.5.3 the treasurer;
44.5.4 any 1 of 3 other members of the Association who have been duly authorised by the management committee to sign cheques or make transactions;
provided that one of the persons who signs the cheque or makes the transaction must be the president, the secretary or the treasurer.
44.6 Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed not negotiable.
44.7 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.
44.8.1 The management committee may from time to time authorise the issue of a credit card in the name of Association ("the Association credit card") to a member of the management committee or a member who conducts frequent purchasing on behalf of the Association ("the card holder")..
44.8.2 The acceptance and use of the Association credit card by the card holder will be taken to be the card holder's acceptance of the conditions of the use of the card imposed by the Management Committee from time to time whether by virtue of these Rules, or by advice in writing to the card holder.
44.8.3 The person authorised under subparagraph 45.8.1 will liaise with the Treasurer or other authorised management committee member to make an application for the issue of the credit card to the card holder.
44.8.4 The card holder:
44.8.4.1.1 will[CJ4] ensure the Association credit card is kept in a secure manner and guarded against improper use.
44.8.4.1.2 will use the Association credit card only for Association transactions and activities: there is no approval given for private use.
44.8.4.1.3 will retain all documentation regarding the Association credit card transactions provided to the card holder and produce such documentation in a timely fashion as part of the reconciliation procedure.
44.8.4.1.4 will not exceed credit limits.
44.8.4.2 will ensure that the use of the Association credit card shall not be tied to any type of reward system that provides the card holder with any personal benefit or reward.
44.8.4.3 accepts and observes all card holder responsibilities as outlined by the card provider.
44.8.4.4 will make all purchases on the Association credit card in accordance with the directions of the management committee.
44.8.4.5 will if requested by the management committee, provide a monthly reconciliation of Association credit card purchases within seven (7) days of the date of the Association credit card statement being issued.
44.8.4.6 will ensure that Association credit card transactions are supported by a GST invoice showing the type of goods purchased, amount of goods purchased and the price paid for the goods. The receipt shall meet the requirements of the Goods and Services Tax Act 1999 to enable a GST rebate to be applied for.
44.8.4.7 when providing the management committee with the record of an Association credit card transaction, will include a succinct explanation of why the expense was incurred;
44.8.4.8 will provide a declaration detailing the nature of the expense where no supporting documentation is available. The declaration must state that 'all expenditure is of a business nature'. This expense will require the express approval of the management committee.
44.8.5 The card holder acknowledges that:
44.8.5.1 regular failure to provide documented records may result in the card being forfeited,
44.8.5.2 should approval of expenses be denied by management committee, the card holder will meet the expense.
44.8.5.3 if requested by the management committee, they will sign and date the Association credit card statement with supporting documentation attached, and include a statement that 'all expenditure is of a business nature'.
44.8.5.4 they will report a lost or stolen Association credit card immediately to the credit card provider, and a written account of the circumstances shall be provided to the Secretary of the management committee the next day.
44.8.5.5 they will return the Association credit card and a full acquittal of expenses to the Secretary on or before the last day on which the Association card holder ceases to have authority to be an Association card holder.
45.9 All expenditure must be approved or ratified at the next management committee meeting.
46 General financial matters
46.1 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.
46.2 The income and property of the Association must be used solely in promoting the Association's objects and exercising the Association's powers.
47 Safe custody of documents
The management committee must ensure the safe custody of books, documents, instruments of title and securities of the Association.
48
Notice under
these Rules
In these rules, notice to members mentioned in these rules may be given to the members by the secretary and or the management committee by post or email or otherwise by electronic means.
49
Association
Financial Year
The end date of the association's financial year is 30th June in[C5] each year.
50 Distribution
of surplus assets to another entity
50.1 This rule applies if the Association—
50.1.1 is wound-up under part 10 of the Act; and
50.1.2 has surplus assets.
50.2 The surplus assets must not be distributed among the members of the Association.
50.3 The surplus assets must be given to another entity—
50.3.1 having objects similar to the association's objects; and
50.3.2 the rules of which prohibit the distribution of the entity's income and assets to its members.
50.4 In this rule— surplus assets see section 92(3) of the Act.
Schedule 1
Herein INSERT Fig.1: The Memberships Boundary of the Association (see separate webpage)