Rules of The Glebe Society Inc.
PART 1 – DEFINITIONS AND INTERPRETATION
In these rules, except in so far as the context or subject matter otherwise indicates or requires:
"the Society" means The Glebe Society Inc.;
"Glebe" means the area bounded by Wattle Street, Sydney Harbour, Johnston's Creek and Parramatta Road;
"the Commissioner" means the Director-General of the Department of Fair Trading, or any other person for the time being administering the Act;
"the committee" means the management committee of the Society;
"financial year" means a year ending on 30 June;
"member" includes an honorary life member, an ordinary member, an additional household member, a student member, a pensioner member and an institutional member, all as referred to in rule 5;
(a) the person holding office under these rules as secretary of the Society; or
(b) If no such person holds that office – the public officer of the Society;
"special general meeting" means a general meeting of the Society other than an annual general meeting;
"the Act" means the Associations Incorporation Act 1984; and
"the Regulation" means the Associations Incorporation Regulation 1994.
2.1 In these rules:
(a) a reference to a function includes a reference to a power, authority and duty; and
(b) a reference to the exercise of a function includes, If the function is a duty, a reference to the performance of the duty.
2.2 The provisions of the Interpretation Act 1987 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.
PART 2 – OBJECTS AND POWERS
The objects for which the Society is established are:
(a) to improve the amenity of Glebe by:
(i) seeking to achieve wide representation from the diverse communities of Glebe;
(ii) providing opportunities for members to express their views on issues affecting Glebe;
(iii) opposing (by lawful means) development detrimental to heritage values or contrary to community interests;
(iv) promoting a better transport system, both public and private, including upgrading facilities for pedestrians and cyclists;
(v) achieving public access, both pedestrian and cycle, to the entire waterfront of Glebe;
(vi) making Glebe a cleaner and healthier environment;
(vii) encouraging the village atmosphere and community spirit in Glebe; and
(viii) arranging social functions and community activities;
(b) to preserve and enhance the natural and architectural character of Glebe, and to encourage sound town planning, architectural and conservation practices; and
(c) to stimulate interest in the history and character of Glebe, and to foster study of and research into the history of Glebe and its environs.
To enable the Society to carry out its objects, it has the following powers:
(a) to cooperate with, consult with, support and seek the support of any association or other body having objects wholly or partly similar to those of the Society, but not so as to be exclusively associated with any political party;
(b) to affiliate with or become a member of any association or other body having objects wholly or partly similar to those of the Society;
(c) to provide services of any nature whatsoever to members and non-members as may be deemed appropriate by the committee from time to time for a fee or otherwise and always in accordance with the Associations Incorporation Act 1984;
(d) to petition or to address in any other manner the Parliament of the Commonwealth of Australia or the Parliament of the State of New South Wales or any other government or governmental body or department whatsoever on any matter affecting the Society's members either collectively or individually, or the interests of residents of Glebe;
(e) to commence, defend or otherwise take part in any legal proceedings as the committee may deem necessary for the promotion of the objects of the Society;
(f) to print and publish any newspapers, periodicals, books or leaflets or like material as the committee may deem necessary or desirable for the promotion of the objects of the Society;
(g) to borrow, raise or give security for any money on such terms as the committee may think fit;
(h) to make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;
(i) to invest and deal with the funds and money of the Society in such securities and investments and in such manner and upon such terms and conditions as may from time to time be determined by the committee and from time to time to vary and release such securities and investments;
(j) to purchase, sell, lease, mortgage, charge, exchange or otherwise acquire or dispose of any real or personal property or any other benefit, right or privilege as may be determined by the committee and, if appropriate, to apply both capital and income therefrom for or towards all or any of the objects of the Society;
(k) to take any gift of property whether subject to any special trust or not for any one or more of the objects of the Society;
(l) to take such steps as may be necessary or expedient for the purpose of procuring contributions to the funds of the Society in the form of donations, subscriptions, fees, levies or otherwise;
(m) to establish and to accept trusts to enable the Society more effectively to attain its objects;
(n) to make donations for such purposes as may be acceptable to the committee and to award prizes and bestow any other distinctions on any person as the management committee sees fit;
(o) to appoint, employ, remove or suspend such managers, clerks, secretaries and other persons as may be necessary or convenient for the purposes of the Society;
(p) to pay out of the funds of the Society all expenses of an incidental to the running of the Society or the furtherance of its objects, including, without limiting the generality of the foregoing, the payment of salaries and other employment-related payments to persons employed by the Society; and
(q) to do all such lawful and proper acts or things as are incidental to or conducive to the achievement or attainment of the objects and purposes of the Society.
PART 3 – MEMBERSHIP
5. MEMBERSHIP QUALIFICATIONS
A person is qualified to be a member of the Society if, but only if:
(a) the person is a person referred to in paragraph 15(1)(a), (b) or (c) of the Act and has not ceased to be a member of the Society at any time after incorporation of the Society under the Act;
(b) in the case of an honorary life member, the person is a natural person who has, by reason of extraordinary services rendered to the Society, been elected by special resolution to honorary life membership of the Society;
(c) in the case of an ordinary member, the person is a natural person who:
(i) has applied for ordinary membership of the Society as provided by rule 6; and
(ii) has been approved for membership of the Society by the committee;
(d) in the case of a student member, the person is a natural person who:
(i) has applied for student membership of the Society as provided by rule 6;
(ii) is currently pursuing a full-time course of study at a recognised educational institution; and
(iii) has been approved for membership of the Society by the committee;
(e) in the case of a pensioner member, the person is a natural person who:
(i) has applied for pensioner membership of the Society as provided by rule 6;
(ii) is currently in receipt of an age pension, an invalid pension, a widow's pension or any other pension of a similar kind; and
(iii) has been approved for membership of the Society by the committee;
(f) in the case of an additional household member, the person is a natural person who:
(i) has been nominated as an additional household member in an application for ordinary membership, student membership or pensioner membership of the Society as provided by rule 6;
(ii) ordinarily resides with an ordinary member, a student member or a pensioner member of the Society; and
(iii) has been approved for membership of the Society by the committee; or
(g) in the case of an institutional member, the person is a company, school, college, club or other organisation which:
(i) has applied for institutional membership of the Society as provided by rule 6; and
(ii) has been approved for membership of the Society by the committee.
5.2 Any student member who ceases to be eligible to be a student member, and any pensioner member who ceases to be eligible to be a pensioner member, must forthwith either:
(a) apply for ordinary membership of the Society; or (b) resign his or her membership of the Society.
5.3 A member of the Society need not be a resident of Glebe.
6. APPLICATION FOR MEMBERSHIP
6.1 An application by a person for membership (other than honourary life membership) of the Society:
(a) must be made in writing in the form set out in Appendix 1 to these rules, or in any form substantially similar to that form, or in such other form as is for the time being prescribed by the committee;
(b) must be lodged with the secretary of the Society; and
(c) must be accompanied by the first year's membership fee appropriate to the category of membership for which application is made.
6.2 As soon as practicable after receiving an application for membership, the secretary must refer the nomination to the committee.
6.3 The committee may in its discretion determine to approve or to reject an application for membership, and need not give any reason for rejecting any application.
6.4 If the committee determines to approve an application for membership, the secretary must, as soon as practicable after that determination, notify the applicant of that approval and enter the applicant's name in the register of members and, upon the name being so entered, the applicant becomes a member of the Society.
6.5 If the committee determines to reject an application for membership, the
secretary must, as soon as practicable after that determination, notify the applicant of that rejection and return to the applicant the membership fee which accompanied the application.
6.6 The secretary must enter the name of every honorary life member in the register of members forthwith upon the passing of the special resolution electing him or her to honorary life membership.
6.7 Despite rule 6.1, a student member or pensioner member applying for ordinary membership under rule 5.2 is not required to pay any additional membership fee for the financial year current at the date of application.
7. CESSATION OF MEMBERSHIP
A person ceases to be a member of the Society if the person:
(b) resigns that membership; or
(c) is expelled from the Society
or if rule 11.5 applies to the person.
8. MEMBERSHIP ENTITLEMENTS
8.1 A right, privilege or obligation which a person has by reason of being a member of the Society:
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon cessation of the person's membership.
8.2 All members other than institutional members have the right to attend and vote at general meetings of the Society.
8.3 An institutional member has the right to nominate in writing the person for the time being authorised to attend general meetings and vote on its behalf.
8.4 All members other than additional household members have the right to receive notices and other publications of and communications from the Society.
8.5 In all other respects, all members of the Society have the same rights, privileges and obligations.
9. RESIGNATION OF MEMBERSHIP
9.1 A member of the Society is not entitled to resign that membership except in accordance with this rule.
9.2 A member of the Society who has paid all amounts payable by the member to the Society in respect of the member's membership may resign from membership of the Society by first giving to the secretary written notice of at least one month or such other period as the committee may determine of the member's intention to resign and, upon the expiration of the period of notice, the member ceases to be a member.
9.3 If a member of the Society ceases to be a member under rule 9.2, and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceases to be a member.
10. REGISTER OF MEMBERS
10.1 The public officer, secretary or treasurer of the Society must establish and maintain a register of members of the Society specifying the name and address of each person who is a member of the Society together with the date on which the person became a member.
10.2 The register of members must be kept at the principal place of administration of the Society and must be open for inspection, free of charge, by any member of the Society at any reasonable hour.
11. FEES, SUBSCRIPTIONS etc.
11.1 A member of the Society other than an honorary life member must pay to the Society, with respect to each financial year, such annual membership fee as the committee from time to time determines.
11.2 The first year of a member's membership is to be taken to run from the date of admission to 30 June in the calendar year after the calendar year in which the member was admitted to membership.
11.3 The committee may determine the annual membership fee payable by members at different rates depending upon whether the members are ordinary members, additional household members, student members, pensioner members or institutional members.
11.4 If a member fails to pay an annual membership fee within one month after it becomes due for payment, the secretary or the treasurer may send the member a final notice requiring payment within a period of not less than one month after the date of the notice.
11.5 If a member fails to pay an annual membership fee within the time limited in a final notice issued under rule 11.4, the member ceases to be a member of the Society.
12. MEMBERS' LIABILITIES etc.
The liability of a member of the Society to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount, if any, unpaid by the member in respect of membership of the Society as required by rule 11.
13. RESOLUTION OF INTERNAL DISPUTE
Disputes between members (in their capacity as members) of the Society, and disputes between members and the Society, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.
14. DISCIPLINING OF MEMBERS
14.1 A complaint may be made by any member of the Society that some other member of the Society:
(a) has persistently refused or neglected to comply with a provision or provisions of these rules; or
(b) has persistently and wilfully acted in a manner prejudicial to the interests of the Society.
14.2 On receiving such a complaint, the committee:
(a) must cause notice of the complaint to be served on the member concerned;
(b) must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint; and
(c) must take into consideration any submissions made by the member in connection with the complaint.
14.3 The committee may, by resolution, expel the member from the Society or
suspend the member from membership of the Society if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.
14.4 A resolution of the committee under rule 14.3 is of no effect unless the committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under rule 14.2, confirms the resolution in accordance with this rule.
14.5 If the committee expels or suspends a member, the secretary must, within seven days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member's right of appeal under rule 15
14.6 The expulsion or suspension does not take effect:
(a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned; or
(b) if within that period the member exercises the right of appeal, unless and until the Society confirms the resolution under rule 15.4, whichever is the later.
14.7 This rule has effect in addition to rule 11.5.
15. RIGHT OF APPEAL OF DISCIPLINED MEMBER
15.1 A member may appeal to the Society in general meeting against a resolution of the committee under rule 14, within seven days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
15.2 The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
15.3 On receipt of a notice from a member under rule 15.1, the secretary must notify the committee which is to convene a general meeting of the Society to be held within 28 days after the date on which the secretary received the notice.
15.4 At a general meeting of the Society convened under rule 15.3:
(a) no business other than the question of the appeal is to be transacted;
(b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both; and
(c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
15.5 If at the general meeting the Society passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
15.6 This rule 15 does not apply if rule 11.5 applies.
PART 4- THE COMMITTEE
16. POWERS OF THE COMMITTEE
The committee, subject to the Act, the Regulation and these rules and to any resolution passed by the Society in general meeting:
(a) is to control and manage the affairs of the Society;
(b) may exercise all such functions as may be exercised by the Society other than those functions that are required by these rules to be exercised by a general meeting of members of the Society; and
(c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the Society.
17. CONSTITUTION AND MEMBERSHIP
17.1 The committee is to consist of:
(a) the office-bearers of the Society; and
(b) five other members, each of whom (with the exception of the immediate past president) is to be elected at the annual general meeting of the Society under rule 18, together with (ex officio),
(c) the immediate past president of the Society; and
(d) the convenors of all subcommittees appointed under rule 24.
17.2 The office-bearers of the Society are to be:
(a) the president;
(b) the vice-president;
(c) the treasurer; and
(d) the secretary.
17.3 Each member of the committee other than the ex-officio members is, subject to these rules, to hold office until the conclusion of the annual general meeting following the date of the member's election, but is eligible for re-election, provided that the president is not entitled to hold office for more than two successive terms.
17.4 In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the Society to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
18. ELECTION OF MEMBERS
18.1 Nominations of candidates for election as officer-bearers of the Society or as other members of the committee:
(a) must be made in writing, signed by two members of the Society and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination); and
(b) must be delivered to the secretary of the Society at least seven days before the date fixed for the holding of the annual general meeting at which the election is to take place.
18.2 If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
18.3 If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
18.4 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
18.5 If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
18.6 The ballot for the election of office-bearers and other members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
18.7 A nomination of a candidate for election under rule 18.1 is not valid if that candidate has been nominated for election to another office at the same election.
18.8 Rule 18.7 does not apply to a candidate nominated at the annual general meeting under rule 18.2.
19.1 The secretary must, as soon as practicable after being appointed as secretary, lodge notice with the Society of his or her address.
19.2 It is the duty of the secretary to keep minutes of:
(a) all appointments of office-bearers and other members of the committee;
(b) the names of members of the committee present at a committee meeting or a general meeting; and
(c) all proceedings at committee meetings and general meetings.
19.3 Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
It is the duty of the treasurer of the Society to ensure:
(a) that all money due to the Society is collected and received and that all payments authorised by the committee or the Society in general meeting are made; and
(b) that correct books and accounts are kept showing the financial affairs of the Society including full details of all receipts and expenditure connected with the activities of the Society.
21. CASUAL VACANCIES
For the purposes of these rules, a casual vacancy in the office of a member of the committee occurs if the member:
(b) ceases to be a member of the Society;
(c) becomes an insolvent under administration within the meaning of the Corporations Law;
(d) resigns office by notice in writing given to the secretary;
(e) is removed from office under rule 22;
(f) becomes a mentally incapacitated person;
(g) is absent without the consent of the committee from all meetings of the committee held during a period of six months; or
(h) holds any office of profit under the Society otherwise than as provided by rule 40.3.
22. REMOVAL OF MEMBER FROM COMMITTEE
22.1 The Society in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
22.2 If a member of the committee to whom a proposed resolution referred to in rule 22.1 relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to members of the Society, the secretary or the president may send a copy of the representations to each member of the Society or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
23. MEETINGS AND QUORUM
23.1 The committee must meet at least three times in each period of 12 months at such place and time as the committee may determine.
23.2 Additional meetings of the committee may be convened by the president or by any member of the committee.
23.3 Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.
23.4 Notice of a meeting given under rule 23.3 must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
23.5 Any three members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
23.6 No business is to be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
23.7 If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
23.8 At a meeting of the committee:
(a) the president or, in the president's absence, the vice-president is to preside; or
(b) if the president and the vice-president are absent or unwilling to act as such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.
24. DELEGATION BY COMMITTEE TO SUB-COMMITTEE
24.1 The committee may, by instrument in writing, delegate to one or more subcommittees (consisting of such member or members of the Society as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:
(a) this power of delegation; and
(b) a function which is a duty imposed on the committee by the Act or by any other law
and may from time to time designate some member of any such subcommittee as its convenor.
24.2 A function the exercise of which has been delegated to a subcommittee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the subcommittee in accordance with the terms of the delegation.
24.3 A delegation under this rule may be made subject to such conditions or limitations as to the exercise of any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of delegation.
24.4 Despite any delegation under this rule, the committee may continue to exercise any function delegated.
24.5 Any act or thing done or suffered by a subcommittee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.
24.6 The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
24.7 A subcommittee may meet and adjourn as it thinks proper.
25. VOTING AND DECISIONS
25.1 Questions arising at a meeting of the committee or of any subcommittee appointed by the committee are to be determined by a majority of the votes of members of the committee or subcommittee present at the meeting.
25.2 Each member present at a meeting of the committee or of any subcommittee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
25.3 Subject to rule 23.5, the committee may act despite any vacancy on the committee.
25.4 Any act or thing done or suffered or purporting to have been done or suffered, by the committee or by a subcommittee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or subcommittee.
PART 5 – GENERAL MEETINGS
26. APPLICATION OF RULE 8
This Part is to be read subject to rule 8.
27. ANNUAL GENERAL MEETINGS — HOLDING OF,
27.l The Society must, at least once in each calendar year and within the period of six months after the expiration of each financial year of the Society, convene an annual general meeting of its members.
27.2 Rule 27.1 has effect subject to any extension or permission granted by the Commissioner under subsection 2 6(3) of the Act.
28. ANNUAL GENERAL MEETINGS — HOLDING OF AND BUSINESS AT,
28.1 The annual general meeting of the Society is, subject to the Act and to rule 27, to be convened on such date and at such place and time as the committee thinks fit.
28.2 In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
(a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;
(b) to receive from the committee reports on the activities of the Society during the last preceding financial year;
(c) to elect office-bearers of the Society and other members of the committee; and
(d) to receive and consider the statement which is required to be submitted to members under subsection 26(6) of the Act.
28.3 An annual general meeting must be specified as such in the notice convening it.
29. SPECIAL GENERAL MEETINGS — CALLING OF,
29.1 The committee may, whenever it thinks fit, convene a special general meeting of the Society.
29.2 The committee must, on the requisition in writing of not less than five per cent of the total number of members, convene a special general meeting of the Society.
29.3 A requisition of members for a special general meeting:
(a) must state the purpose or purposes of the meeting;
(b) must be signed by the members making the requisition;
(c) must be lodged with the secretary; and
(d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
29.4 If the committee fails to convene a special general meeting to be held within one month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than three months after that date.
29.5 A special general meeting convened by a member or members as referred to in rule 29.4 must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who consequently incurs expense is entitled to be reimbursed by the Society for any expense so incurred.
30.1 Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Society, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post to each member at the member's address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
30.2 If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Society, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause a notice to be sent to each member in the manner provided in rule 30.1 specifying, in addition to the matter required under rule 30.1, the intention to propose the resolution as a special resolution.
30.3 No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under rule 28.2.
30.4 A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
31.1 No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
31.2 Ten members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
31.3 If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened on the requisition of members is to be dissolved and in any other case is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
31.4 If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least three) are to constitute a quorum.
32. PRESIDING MEMBER
32.1 The president or, in the president's absence, the vice-president, is to preside as chairperson at each general meeting of the Society.
32.2 If the president and the vice-president are absent from a general meeting or are unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.
33.1 The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
33.2 If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the Society stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
33.3 Except as provided in rules 33.1 and 33.2, notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
34. MAKING OF DECISIONS
34.1 A question arising at a general meeting of the Society is to be determined on a show of hands and, unless before or on the declaration of the show of hands a poll its demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Society, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
34.2 At a general meeting of the Society, a poll may be demanded by the chairperson or by at least three members present in person or by proxy at the meeting.
34.3 If a poll is demanded at a general meeting, the poil must be taken:
(a) immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or
(b) in any other case, in such manner and at such time before the close of the meeting as the chairperson directs,
and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.
35. SPECIAL RESOLUTION
A resolution of the Society is a special resolution:
(a) if it is passed by a majority which comprises at least three-quarters of such members of the Society as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which at least 21 days' written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or
(b) where it is made to appear to the Commissioner that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a) – if the resolution is passed in a manner specified by the Commissioner.
36.1 On any question arising at a general meeting of the Society a member has one vote only.
36.2 All votes must be given personally or by proxy but no member may hold more than five proxies.
36.3 In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
36.4 A member or proxy is not entitled to vote at any general meeting of the Society unless all money due and payable by the member or proxy to the Society has been paid, other than the amount of the annual subscription payable in respect of the then current year.
37. APPOINTMENT OF PROXIES
37.1 Each member is to be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
37.2 The notice appointing the proxy is to be in or to the effect of the form set out in Appendix 2 to these rules.
PART 6 – MISCELLANEOUS
38.1 The Society must effect and maintain insurance in compliance with section 44 of the Act.
38.2 In addition to the insurance required under rule 38.1, the Society may effect and maintain other insurance.
39. FUNDS — SOURCE
39.1 The funds of the Society are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Society in general meeting, such other sources as the committee determines.
39.2 All money received by the Society must be deposited as soon as practicable and without deduction to the credit of the Society's bank account.
40. FUNDS — MANAGEMENT
40.1 Subject to any resolution passed by the Society in general meeting, the funds of the Society are to be used in pursuance of the objects of the Society in such manner as the committee determines, and no part thereof is to be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to members of the Society.
40.2 The payment of fees, in whatever form, is prohibited to members of the committee for serving in that capacity.
40.3 Despite rules 40.1 and 40.2, a payment may be made to a member of the Society:
(a) for the reimbursement of out-of-pocket expenses incurred on behalf of the Society where the payment does not exceed an amount approved by the committee;
(b) for any service rendered to the Society in a professional or technical capacity, where the provision of that service has the prior approval of the committee and the amount payable is approved by a resolution of the committee and is on reasonable commercial terms; or
(c) as an employee of the Society, where the terms of employment have been approved by a resolution of the committee.
40.4 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two members of the committee or employees of the Society, being members or employees authorised to do so by the committee.
41.1 The committee must cause the statement that is required to be submitted to members pursuant to subsection 26(6) of the Act to be audited by a person who is a registered company auditor within the meaning of the Corporations Law.
41.2 The auditor must in his or her report state whether or not, in his or her opinion, the said statement is properly drawn up so as to give a true and fair view of:
(a) the Society's profit or loss for the financial year to which it relates; and
(b) the Society's state of affairs at the end of that financial year.
42. ALTERATION OF RULES
These rules may be altered, rescinded or added to only by a special resolution of the Society.
43. COMMON SEAL
43.1 The common seal of the Society must be kept in the custody of the public officer.
43.2 The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures either of two members of the committee or of one member of the committee and of the public officer or secretary.
44. CUSTODY OF BOOKS
Except as otherwise provided by these rules, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the Society.
45. INSPECTION OF BOOKS
The records, books and other documents of the Society must be open to inspection, free of charge, by a member of the Society at any reasonable hour
46. SERVICE OF NOTICES
46.1 For the purpose of these rules, a notice may be served by or on behalf of the Society upon any member either personally or by sending it by post to the member at the member's address shown in the register of members.
46.2 If a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document is, unless the contrary is proved, taken for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.