Constitution

VETERANS CRICKET VICTORIA INC CONSTITUTION (PDF) 

VETERANS CRICKET VICTORIA INC CONSTITUTION (WORD)

Registration Number Required A0046924H

Adapted from Associations Incorporation Reform Act 2012

MODEL RULES for an INCORPORATED ASSOCIATION

TABLE OF PROVISIONS                                                                       

PART 1—PRELIMINARY  

1         Name

2         Purposes

3         Financial year

4         Definitions

PART 2—POWERS OF ASSOCIATION  

5         Powers of Association

6         Not for profit organisation

 PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES  

Division 1—Membership 

7         Minimum number of members

8         Who is eligible to be a member

9         Application for membership

10       Consideration of application

11       New membership

12       Annual subscription and fee on joining

13       General rights of members

14       Associate members

15       Rights not transferable

16       Ceasing membership

17       Resigning as a member

18       Register of members

 Division 2—Disciplinary action 

19       Grounds for taking disciplinary action

20       Disciplinary subcommittee

21       Notice to member

22       Decision of subcommittee

23        Appeal rights

24       Conduct of disciplinary appeal meeting

 Division 3—Grievance procedure 

25       Application

26       Parties must attempt to resolve the dispute

27       Appointment of mediator

28       Mediation process

29       Failure to resolve dispute by mediation

  PART 4—GENERAL MEETINGS OF THE ASSOCIATION  

30       Annual general meetings

31       Special general meetings

32       Special general meeting held at request of members

33       Notice of general meetings

34       Proxies

35       Use of technology

36       Quorum at general meetings

37       Adjournment of general meeting

38       Voting at general meeting

39       Special resolutions

40       Determining whether resolution carried

41       Minutes of general meeting

 PART 5—COMMITTEE  

Division 1—Powers of Committee 

42       Role and powers

43       Delegation

Division 2—Composition of Committee and duties of members 

44       Composition of Committee

45       General Duties

46       President and Vice-President

47       Secretary

48       Treasurer

Division 3—Election of Committee members and tenure of office 

49       Who is eligible to be a Committee member

50       Positions to be declared vacant

51     Nominations

52       Election of President etc.

53       Election of ordinary members

54       Ballot

55       Term of office

56       Vacation of office

57       Filling casual vacancies

Division 4—Meetings of Committee 

58       Meetings of Committee

59      Notice of meetings

60       Urgent meetings

61       Procedure and order of business

62       Use of technology

63       Quorum

64       Voting

65     Conflict of interest

66       Minutes of meeting

67       Leave of absence

PART 6—FINANCIAL MATTERS 

68       Source of funds

69     Management of funds

70       Financial records

71       Financial statements

PART 7—GENERAL MATTERS 

72       Common seal

73       Registered address

74       Notice requirements

75       Custody and inspection of books and records

76       Winding up and cancellation

77       Alteration of Rules

 

MODEL RULES FOR AN INCORPORATED ASSOCIATION

Note: The persons who from time to time are members of Veterans Cricket Victoria are an incorporated association by the name given in rule 1 of these Rules.

Under section 46 of the Associations Incorporation Reform Act 2012, these Rules are taken to constitute the terms of a contract between the Association and its members.

PART 1—PRELIMINARY

             1    Name

The name of the incorporated association is “Veterans Cricket Victoria Inc.” (in these Rules called “the Association” or “VCV”).

Note: Under section 23 of the Act, the name of the association and its registration number must appear on all its business documents.

             2    Purposes

The purpose of the association is to administer, organise and provide a relevant structure and rules for the operation of a Victoria wide cricket competition involving players who are fifty years of age or older.

             3    Financial year

The financial year of the Association is each period of 12 months ending on 30 June.

             4    Definitions

In these Rules—

absolute majority, of the Committee, means a majority of the committee members currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting);

associate member means a member referred to in rule 14(1);

Chairperson, of a general meeting or committee meeting, means the person chairing the meeting as required under rule 46;

Club, for the purpose of this Association, means a group of registered players from an existing Club, interest group, or Organisation, a specific zone, district or area, that is brought together to play as a team or teams in Veterans Cricket Victoria.

Club Member means an individual member of a VCV Club

Committee means the Committee having management of the business of the Association;

committee meeting means a meeting of the Committee held in accordance with these Rules;

committee member means a member of the Committee elected or appointed under Division 3 of Part 5;

delegate means a member of a VCV Club appointed by that VCV Club as that VCV Club’s representative member of the Association

disciplinary appeal meeting means a meeting of the members of the Association convened under rule 23(3);

disciplinary meeting means a meeting of the Committee convened for the purposes of
rule 22;

disciplinary subcommittee means the subcommittee appointed under rule 20;

financial year means the 12 month period specified in rule 3;

general meeting means a general meeting of the members of the Association convened in accordance with Part 4 and includes an annual general meeting, a special general meeting and a disciplinary appeal meeting;

member means a member of the Association;

special resolution means a resolution that requires not less than three-quarters of the delegates voting at a general meeting, whether in person or by proxy, to vote in favour of the resolution;

the Act means the Associations Incorporation Reform Act 2012 and includes any regulations made under that Act;

the Registrar means the Registrar of Incorporated Associations.

the VCV Registrar means the Registrar of Veterans Cricket Victoria Inc..

VCV Club is a club that has applied for membership of VCV and has been approved for membership by the Committee.

PART 2—POWERS OF ASSOCIATION

             5    Powers of Association

(1)   Subject to the Act, the Association has power to do all things incidental or conducive to achieve its purposes.

(2)   Without limiting sub rule (1), the Association may—

(a)   acquire, hold and dispose of real or personal property;

(b)   open and operate accounts with financial institutions;

(c)   invest its money in any security in which trust monies may lawfully be invested;

(d)   raise and borrow money on any terms and in any manner as it thinks fit;

(e)   secure the repayment of money raised or borrowed, or the payment of a debt or liability;

(f)   appoint agents to transact business on its behalf;

(g)   enter into any other contract it considers necessary or desirable.

(3)   The Association may only exercise its powers and use its income and assets (including any surplus) for its purposes.

             6    Not for profit organisation

(1)   The Association must not distribute any surplus, income or assets directly or indirectly to its members.

(2)   Sub rule (1) does not prevent the Association from paying a member—

(a)   reimbursement for expenses properly incurred by the member; or

(b)   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.

Note

Section 33 of the Act provides that an incorporated association must not secure pecuniary profit for its members. Section 4 of the Act sets out in more detail the circumstances under which an incorporated association is not taken to secure pecuniary profit for its members.

PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES

                                                 Division 1—Membership

             7    Minimum number of members

The Association must have at least 5 members.

             8    Who is eligible to be a member

(a) Each Club affiliated with the Association. Clubs are represented at general meetings by two (2) delegates per Club as appointed by each Club.

(b) Honorary life members of the Association.

(c) Office bearers elected at the Annual General Meeting

              

              9    Application for membership

(1)   To apply to become a member of the Association, a Club must submit a written application to the VCV Secretary stating that the Club—

(a)   wishes to become a member of the Association; and

(b)   supports the purposes of the Association; and

(c)   agrees to comply with these Rules.

(2)   The application—

(a)   must be signed by the Club President and Secretary; and

(b)   may be accompanied by the joining fee.

Note: The joining fee is the fee (if any) determined by the Association under rule 12(3).

          10    Consideration of application

(1)   As soon as practicable after an application for membership is received, the Committee must decide by resolution whether to accept or reject the application.

(2)   The Committee must notify the applicant in writing of its decision as soon as practicable after the decision is made.

(3)   If the Committee rejects the application, it must return any money accompanying the application to the applicant.

(4)   No reason need be given for the rejection of an application.

          11    New membership

(1)   If an application for membership is approved by the Committee—

(a)         the resolution to accept the Club for membership as a VCV Club and this must be recorded in the minutes of the committee meeting; and

(b)   the VCV Registrar must, as soon as practicable, enter the name and address of each individual club member of the new VCV Club in a register of members of the VCV Clubs (subsequently referred to as the Register). The date of listing the individual club members in the Register should also be recorded in the Register.

(c)           VCV Clubs must notify the VCV Registrar of any new individual members to the Club so that their details (as in (b) above) can be added to the Register.

(2)   As a Club becomes a member of the Association and, subject to rule 13(2), it is entitled to exercise its rights of membership from the date, whichever is the later, on which—

(a)   the Committee approves the Club’s membership; or

(b)   the Club pays the joining fee.

          12       Annual subscription and fee on joining

(1)   At each annual general meeting, the Association must determine—

(a)   the amount of the annual subscription (if any) for the following financial year; and

(b)          the date for payment of the annual subscription.

(2)   The Association may determine that a lower annual subscription is payable by associate members.

(3)   The Association may determine that any new member who joins after the start of a financial year must, for that financial year, pay a fee equal to—

(a)   the full annual subscription; or

(b)   a pro-rata annual subscription based on the remaining part of the financial year; or

(c)   a fixed amount determined from time to time by the Association.

(4)   The rights of a member (including the right to vote) who has not paid the annual subscription by the due date are suspended until the subscription is paid.

          13    General rights of members

(1)   A VCV Club who is entitled to vote has the right (through its delegates)—

(a)   to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and

(b)   to submit items of business for consideration at a general meeting; and

(c)   to attend and be heard at general meetings; and

(d)   to vote at a general meeting.

Only Club delegates and Committee members may vote on Association matters.

Honorary Life members shall not vote.

Voting rights at any meeting of the Association will equate to the following:

(i) all affiliated Clubs will be entitled to two (2) votes exercisable by its Delegate.

(ii) Two (2) votes are the maximum number of votes any Club is entitled to.                                                                

(iii) Committee members are entitled to one vote. If votes are equally divided on a question, the chairperson of the meeting has a second or casting vote.

(e) to have access to the minutes of general meetings and other documents of the
Association as provided under rule 75; and

(f)        to inspect the register of members.

(2)   Club Delegates are entitled to vote if—

(a)         more than 10 business days have passed since the Club became a member of
the Association; and

(b)   the Club’s membership rights are not suspended for any reason.

          14    Associate Members

(1)   Associate Members of the Association may include categories of membership as determined by the Committee.

(2)   An Associate Member does not have a vote but may have other rights as determined by the Committee.

          15    Rights not transferable

The rights of a member are not transferable and end when membership ceases.

          16    Ceasing membership

(1)   The membership of a Club ceases on withdrawal from VCV, expulsion or disbandment of the Club.

(2)   If a person ceases to be a member of a VCV Club, the Club must notify, the Secretary of VCV who must, as soon as practicable, have the VCV Registrar enter the date the person ceased to be a member in the Register.

(3)   If a Club ceases to be a member of VCV, the VCV Registrar must, as soon as practicable, enter the date each individual club member from the Club, who is on the Register, ceased to be part of a VCV Club.

          17    Resigning as a member

(1)   A Club may withdraw from VCV by notice in writing given to the Association.

Note: Rule 74(3) sets out how notice may be given to the association. It includes by post or by handing the notice to a member of the committee.

(2)   A Club is taken to have withdrawn if—

(a)   the Club’s annual subscription is more than 12 months in arrears; or

(b)   where no annual subscription is payable—

(i)   the Secretary has made a written request to the Club to confirm that it wishes to remain a member; and

(ii)   the Club has not, within 3 months after receiving that request, confirmed in writing that it wishes to remain a member.

          18    Register of members

(1)   The VCV Registrar must keep and maintain a Register of individual members of the VCV Clubs that includes—

(a)   for each current individual Club member—

(i)   the Club member’s name;

(ii)   the address for notice last given by the Club member;

(iii)   the date of becoming a Club member of a VCV Club;

(iv)   if the member is an associate member of VCV or the Club, a note to that effect;

(v)   any other information determined by the Committee; and

(b)   for each former individual Club member, the date of ceasing to be a member of a VCV Club.

(2)   Any individual member of a VCV Club may, at a reasonable time and free of charge, inspect the Register of individual members of VCV Clubs.

Note: Under section 59 of the Act, access to the personal information of a person recorded in the Register of members may be restricted in certain circumstances. Section 58 of the Act provides that it is an offence to make improper use of information about a person obtained from the Register of Members.

                                                                         Division 2—Disciplinary action

          19    Grounds for taking disciplinary action

The Association may take disciplinary action against a VCV Club or individual member of a VCV Club in accordance with this Division if it is determined that the Club or Club member—

(a)   has failed to comply with these Rules; or

(b)   refuses to support the purposes of the Association; or

(c)   has engaged in conduct prejudicial to the Association.

          20    Disciplinary subcommittee

(1)   If the Committee is satisfied that there are sufficient grounds for taking disciplinary action against a Club or Club member, the Committee must appoint a disciplinary subcommittee to hear the matter and determine what action, if any, to take against the Club or Club member.

(2)   The members of the disciplinary subcommittee—

(a)   may be Committee members, members of the Association or anyone else; but

(b)   must not be biased against, or in favour of, the Club or Club member concerned.

          21    Notice to a Club or Club member

(1)   Before disciplinary action is taken against a Club or Club member, the Secretary must give written notice to the Club or Club member —

(a)   stating that the Association proposes to take disciplinary action against the Club or Club member; and

(b)   stating the grounds for the proposed disciplinary action; and

(c)   specifying the date, place and time of the meeting at which the disciplinary subcommittee intends to consider the disciplinary action (the disciplinary meeting); and

(d)   advising the Club or Club member that it, he or she may do one or both of the following—

(i)   attend the disciplinary meeting and address the disciplinary subcommittee at that meeting;

(ii)   give a written statement to the disciplinary subcommittee at any time before the disciplinary meeting; and

(e)   setting out the Club’s or Club member’s appeal rights under rule 23.

(2)   The notice must be given no earlier than 28 days, and no later than 14 days, before the disciplinary meeting is held.

              

22      Decision of subcommittee

(1)   At the disciplinary meeting, the disciplinary subcommittee must—

(a)   give the Club or Club member an opportunity to be heard; and

(b)   consider any written statement submitted by the Club or Club member.

(2)    After complying with sub rule (1), the disciplinary subcommittee may—

(a)   take no further action against the Club or Club member; or

(b)   subject to sub rule (3)—

(i)   reprimand the Club or Club member; or

(ii)   suspend the membership rights of the Club or Club member for a specified period; or

(iii)   expel the Club or Club member from the Association.

(3)   The disciplinary subcommittee may not fine the Club or Club member.

(4)   The suspension of membership rights or the expulsion of a Club or Club member by the disciplinary subcommittee under this rule takes effect immediately after the vote is passed.

   23    Appeal rights

(1)   A Club or Club member whose membership rights have been suspended or who has been expelled from the Association under rule 22 may give notice to the effect that it/he/she wishes to appeal against the suspension or expulsion.

(2)   The notice must be in writing and given—

(a)   to the disciplinary subcommittee immediately after the vote to suspend or expel the Club or Club member is taken; or

(b)   to the Secretary not later than 48 hours after the vote.

(3)   If a Club or Club member has given notice under sub rule (2), a disciplinary appeal meeting must be convened by the Committee as soon as practicable, but in any event not later than 21 days, after the notice is received.

(4)   Notice of the disciplinary appeal meeting must be given to each member of the Association who is entitled to vote as soon as practicable and must—

(a)   specify the date, time and place of the meeting; and

(b)   state—

(i)   the name of the Club or Club member against whom the disciplinary action has been taken; and

(ii)   the grounds for taking that action; and

(iii)   that at the disciplinary appeal meeting the members present must vote on whether the decision to suspend or expel the Club or Club member should be upheld or revoked.

          24    Conduct of disciplinary appeal meeting

(1)   At a disciplinary appeal meeting—

(a)   no business other than the question of the appeal may be conducted; and

(b)   the Committee must state the grounds for suspending or expelling the Club or Club member and the reasons for taking that action; and

(c)   the Club or Club member whose membership has been suspended or which/who has been expelled must be given an opportunity to be heard.

(2)   After complying with subrule (1), the members present and entitled to vote at the meeting must vote by secret ballot on the question of whether the decision to suspend or expel the Club or Club member should be upheld or revoked.

(3)   A member may not vote by proxy at the meeting.

(4)   The decision is upheld if not less than three quarters of the members voting at the meeting vote in favour of the decision.

                                                                 Division 3—Grievance procedure

          25    Application

(1)   The grievance procedure set out in this Division applies to disputes under these Rules between—

(a)   a Club or Club member and another Club or Club member;

(b)   a Club or Club member and the Committee;

(c)   a Club or Club member and the Association.

(2)   A Club or Club member must not initiate a grievance procedure in relation to a matter that is the subject of a disciplinary procedure until the disciplinary procedure has been completed.

              

        26       Parties must attempt to resolve the dispute

The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.

              

          27    Appointment of mediator

(1)   If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 26, the parties must within 10 days—

(a)   notify the Committee of the dispute; and

(b)   agree to or request the appointment of a mediator; and

(c)   attempt in good faith to settle the dispute by mediation.

(2)   The mediator must be—

(a)   a person chosen by agreement between the parties; or

(b)   in the absence of agreement—

(i)   if the dispute is between a Club or Club member and another Club or Club member —a person appointed by the Committee; or

(ii)   if the dispute is between a Club or Club member and the Committee or the Association—a person appointed or employed by the Dispute Settlement Centre of Victoria.

(3)   A mediator appointed by the Committee may be a member or former member of a VCV Club but in any case must not be a person who—

(a)   has a personal interest in the dispute; or

(b)   is biased in favour of or against any party.

              

          28    Mediation process

(1)   The mediator to the dispute, in conducting the mediation, must—

(a)   give each party every opportunity to be heard; and

(b)   allow due consideration by all parties of any written statement submitted by any party; and

(c)   ensure that natural justice is accorded to the parties throughout the mediation process.

(2)   The mediator must not determine the dispute.

              

          29    Failure to resolve dispute by mediation

If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

                                              PART 4—GENERAL MEETINGS OF THE ASSOCIATION

          30    Annual general meetings

(1)   The Committee must convene an annual general meeting of the Association to be held within 5 months after the end of each financial year.

(2)   Despite sub rule (1), the Association may hold its first annual general meeting at any time within 18 months after its incorporation.

(3)   The Committee may determine the date, time and place of the annual general meeting.

(4)   The ordinary business of the annual general meeting is as follows—

(a)   to confirm the minutes of the previous annual general meeting and of any special general meeting held since then;

(b)   to receive and consider—

(i)   the annual report of the Committee on the activities of the Association during the preceding financial year; and

(ii)   the financial statements of the Association for the preceding financial year submitted by the Committee in accordance with Part 7 of the Act;

(c)   to elect the members of the Committee;

(d)   to confirm or vary the amounts (if any) of the annual subscription and joining fee.

(5)   The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.

              

          31    Special general meetings

(1)   Any general meeting of the Association, other than an annual general meeting or a disciplinary appeal meeting, is a special general meeting (also referred to as a Delegates meeting).

(2)   The Committee may convene a special general meeting whenever it thinks fit.

(3)   No business other than that set out in the notice under rule 33 may be conducted at the meeting.

Note: General business may be considered at the meeting if it is included as an item for consideration in the notice under rule 33 and the majority of members at the meeting agree.

          32    Special general meeting held at request of members

(1)   The Committee must convene a special general meeting if a request to do so is made in accordance with sub rule (2) by at least 10% of the total number of Clubs.
(2) A request for a special general meeting must—

(a)   be in writing; and

(b)   state the business to be considered at the meeting and any resolutions to be proposed; and

(c)   include the names and signatures of the President and Secretary of the Clubs requesting the meeting; and

(d)   be given to the Secretary.

(3)   If the Committee does not convene a special general meeting within one month after the date on which the request is made, the Clubs making the request (or any of them) may convene the special general meeting.

(4)   A special general meeting convened by Clubs under sub rule (3)—

(a)   must be held within 3 months after the date on which the original request was made; and

(b)   may only consider the business stated in that request.

(5)   The Association must reimburse all reasonable expenses incurred by the Clubs convening a special general meeting under sub rule (3).

              

           33 Notice of general meetings

(1)   The Secretary (or, in the case of a special general meeting convened under rule 32(3), the Clubs convening the meeting) must give to each delegate of the Association—

(a)   at least 21 days’ notice of a general meeting if a special resolution is to be proposed at the meeting; or

(b)   at least 14 days’ notice of a general meeting in any other case.

(2)   The notice must—

(a)   specify the date, time and place of the meeting; and

(b)   indicate the general nature of each item of business to be considered at the meeting; and

(c)   if a special resolution is to be proposed—

(i)   state in full the proposed resolution; and

(ii)   state the intention to propose the resolution as a special resolution; and

(3)   This rule does not apply to a disciplinary appeal meeting.

Note: Rule 23(4) sets out the requirements for notice of a disciplinary appeal meeting.

          34    Proxies

There is to be no proxy voting. Clubs may appoint alternate delegates to represent the Club at general meetings if the Club appointed delegate is unavailable to attend the meeting.

          35    Use of technology

(1)   A delegate not physically present at a general meeting, and not being represented at the meeting by an alternate delegate, may be permitted to participate in the meeting by the use of technology that allows that member and the delegates present at the meeting to clearly and simultaneously communicate with each other.

(2)   For the purposes of this Part, a delegate participating in a general meeting as permitted under sub rule (1) is taken to be present at the meeting and, if the delegate votes at the meeting, is taken to have voted in person.

          36    Quorum at general meetings

(1)   No business may be conducted at a general meeting unless a quorum of delegates is present.

(2)   The quorum for a general meeting is the presence (physically, or as allowed under rule 35) of 10% of the delegates entitled to vote.

(3)   If a quorum is not present within 30 minutes after the notified commencement time of a general meeting—

(a)   in the case of a meeting convened by, or at the request of Clubs under rule 32—the meeting must be dissolved;

Note: If a meeting convened by, or at the request of Clubs is dissolved under this sub rule, the business that was to have been considered at the meeting is taken to have been dealt with. If Clubs wish to have the business reconsidered at another special meeting, the Clubs must make a new request under rule 32.

(b)   in any other case—

(i)   the meeting must be adjourned to a date not more than 21 days after the adjournment; and

(ii)   notice of the date, time and place to which the meeting is adjourned must be given at the meeting and confirmed by written notice given to all delegates as soon as practicable after the meeting.

(4)   If a quorum is not present within 30 minutes after the time to which a general meeting has been adjourned under sub rule (3)(b), the delegates present at the meeting (if not fewer than 3) may proceed with the business of the meeting as if a quorum were present.               

                 37     Adjournment of general meeting

(1)   The Chairperson of a general meeting at which a quorum is present may, with the consent of a majority of delegates present at the meeting, adjourn the meeting to another time at the same place or at another place.

(2)   Without limiting sub rule (1), a meeting may be adjourned—

(a)   if there is insufficient time to deal with the business at hand; or

(b)   to give the delegates more time to consider an item of business.

Example

The delegates may wish to have more time to examine the financial statements submitted by the Committee at an annual general meeting.

(3)   No business may be conducted on the resumption of an adjourned meeting other than the business that remained unfinished when the meeting was adjourned.

(4)   Notice of the adjournment of a meeting under this rule is not required unless the meeting is adjourned for 14 days or more, in which case notice of the meeting must be given in accordance with rule 33.

          38    Voting at general meeting

Only Club Delegates and Committee members may vote on Association matters.

Honorary Life members shall not vote.

Voting rights at any meeting of the Association will equate to the following:

(1) all Affiliated Clubs will be entitled to one vote for each of its two Delegates.

(2) except in the case of a special resolution, the question must be decided on a majority of   votes

(3)   If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.

(4)   If the question is whether or not to confirm the minutes of a previous meeting, only delegates who were present at that meeting may vote.

(5)   This rule does not apply to a vote at a disciplinary appeal meeting conducted under rule 24.

          39    Special resolutions

A special resolution is passed if not less than three quarters of the delegates voting at a general meeting vote in favour of the resolution.

Note: In addition to certain matters specified in the Act, a special resolution is required—

(a)   to remove a committee member from office ;

(b)   to alter these Rules, including changing the name or any of the purposes of the Association.

              

          40    Determining whether resolution carried

(1)   Subject to subsection (2), the Chairperson of a general meeting may, on the basis of a show of hands, declare that a resolution has been—

(a)   carried; or

(b)   carried unanimously; or

(c)   carried by a particular majority; or

(d)   lost—

and an entry to that effect in the minutes of the meeting is conclusive proof of that fact.

(2)   If a poll (where votes are cast in writing) is demanded by three or more delegates on any question—

(a)   the poll must be taken at the meeting in the manner determined by the Chairperson of the meeting; and

(b)   the Chairperson must declare the result of the resolution on the basis of the poll.

(3)   A poll demanded on the election of the Chairperson or on a question of an adjournment must be taken immediately.

(4)   A poll demanded on any other question must be taken before the close of the meeting at a time determined by the Chairperson.

              

          41    Minutes of general meeting

(1)   The Committee must ensure that minutes are taken and kept of each general meeting.

(2)   The minutes must record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.

(3)   In addition, the minutes of each annual general meeting must include—

(a)   the names of the delegates and non-voting committee members attending the meeting; and

(b)   the financial statements submitted to the delegates in accordance with rule 30 (4) (b) (ii); and

(c)   the certificate signed by two committee members certifying that the financial statements give a true and fair view of the financial position and performance of the Association; and

(d)   any audited accounts and auditor’s report or report of a review accompanying the financial statements that are required under the Act.

PART 5—COMMITTEE

Division 1—Powers of Committee

          42    Role and powers

(1)   The business of the Association must be managed by or under the direction of a Committee.

(2)   The Committee may exercise all the powers of the Association except those powers that these Rules or the Act require to be exercised by general meetings of the delegates of the Association.

(3)   The Committee may—

(a)   appoint and remove staff;

(b)   establish sub-committees consisting of delegates or other individual Club members with terms of reference it considers appropriate.

          43    Delegation

(1)   The Committee may delegate to a member of the Committee, a subcommittee or staff, any of its powers and functions other than—

(a)   this power of delegation; or

(b)   a duty imposed on the Committee by the Act or any other law.

(2)   The delegation must be in writing and may be subject to the conditions and limitations the Committee considers appropriate.

(3)   The Committee may, in writing, revoke a delegation wholly or in part.

Division 2—Composition of Committee and duties of members

          44    Composition of Committee

The Committee consists of—

(a)   a President; and

(b)   one or more Vice-Presidents ; and

(c)   a Secretary; and

(d) a Treasurer; and

(e) up to two Ordinary Members              

          45    General Duties

(1)   As soon as practicable after being elected or appointed to the Committee, each committee member must become familiar with these Rules and the Act.

(2)   The Committee is collectively responsible for ensuring that the Association complies with the Act and that individual members of the Committee comply with these Rules.

(3)   Committee members must exercise their powers and discharge their duties with reasonable care and diligence.

(4)   Committee members must exercise their powers and discharge their duties—

(a)   in good faith in the best interests of the Association; and

(b)   for a proper purpose.

(5)   Committee members and former committee members must not make improper use of—

(a)   their position; or

(b)   information acquired by virtue of holding their position—

so as to gain an advantage for themselves or any other person or to cause detriment to the Association.

Note: See also Division 3 of Part 6 of the Act which sets out the general duties of the office holders of an incorporated association.

(6)   In addition to any duties imposed by these Rules, a committee member must perform any other duties imposed from time to time by resolution at a general meeting.

          46    President and Vice-President

(1)   Subject to sub rule (2), the President or, in the President’s absence, a Vice-President as selected by the Committee is the Chairperson for any general meetings and for any committee meetings.

(2)   If the President and Vice-Presidents are both absent, or are unable to preside, the Chairperson of the meeting must be—

(a)   in the case of a general meeting—a member elected by the other members present; or

(b)   in the case of a committee meeting—a committee member elected by the other committee members present.

          47    Secretary

(1)   The Secretary must perform any duty or function required under the Act to be performed by the secretary of an incorporated association.

Example

Under the Act, the secretary of an incorporated association is responsible for lodging documents of the Association.

(2)   The Secretary must—

(a)   keep custody of the common seal (if any) of the Association and, except for the financial records referred to in rule 70(3), all books, documents and securities of the Association in accordance with rules 72 and 75; and

(b)   perform any other duty or function imposed on the Secretary by these Rules.

(3)   The Secretary must give to the Registrar notice of his or her appointment within 14 days after the appointment.

(4)   The VCV Registrar must—

(a)   maintain the register of members in accordance with rule 18; and

(c)   subject to the Act and these Rules, provide members with access to the register of members, the minutes of general meetings and other books and documents; and                   

           48 Treasurer

(1)   The Treasurer must—

(a)   receive all moneys paid to or received by the Association and issue receipts for those moneys in the name of the Association; and

(b)   ensure that all moneys received are paid into the account of the Association within 5 working days after receipt; and

(c)   make any payments authorised by the Committee or by a general meeting of the Association from the Association’s funds; and

(d)   ensure cheques are signed by at least 2 committee members.

(2)   The Treasurer must—

(a)   ensure that the financial records of the Association are kept in accordance with the Act; and

(b)   coordinate the preparation of the financial statements of the Association and their certification by the Committee prior to their submission to the annual general meeting of the Association.

(3)   The Treasurer must ensure that at least one other committee member has access to the accounts and financial records of the Association.  

Division 3—Election of Committee members and tenure of office

          49    Who is eligible to be a Committee Member

Members of a VCV Club or Life Members of VCV are eligible to be elected or appointed as a committee member.

          50    Positions to be declared vacant

(1)   This rule applies to—

(a)   the first annual general meeting of the Association after its incorporation; or

(b)   any subsequent annual general meeting of the Association, after the annual report and financial statements of the Association have been received.

(2)   The Chairperson of the meeting must declare all positions on the Committee vacant and hold elections for those positions in accordance with rules 51 to 54.

      51   Nominations

(1)   Prior to the election of each position, the Chairperson of the meeting must call for nominations to fill that position.

(2)   A person eligible to serve on the committee as President, Vice-President, Secretary, Treasurer, or Ordinary Member may—

(a)   nominate himself or herself ; or

(b)   with the eligible person’s consent, be nominated by another eligible person.

(3)   An eligible person who is nominated for a position as President, Vice-President, Secretary, Treasurer, or Ordinary Member and fails to be elected to that position may be nominated for any other position for which an election is yet to be held.

(4)   VCV Clubs will nominate two Club Members from their club for the position of delegate to represent the VCV Club as delegates to general meetings.               

           52    Election of President etc.

(1)   At the annual general meeting, separate elections must be held for each of the following positions—

(a)   President

(b)   Vice-Presidents

(c)   Secretary

(c)   Treasurer

(d) up to 2 Ordinary Members

(2)   If only one member is nominated for the position, the Chairperson of the meeting must declare the member elected to the position.

(3)   If more than one member is nominated, a ballot must be held in accordance with rule 54.

(4)        (a) Subject to 52(4) (b), there will be a maximum of two members of any Club elected to be Office Bearers of
the Association

(b) Once two members of any one Club have been elected any nominations for the remaining Office Bearers’ positions from members of that Club, will become invalid and will be withdrawn, unless the position nominated for is otherwise uncontested.

(5)   On his or her election, the new President may take over as Chairperson of the meeting.               

          53    Delegates

(1)   At the Annual General Meeting VCV Clubs will nominate two members of their club to be delegates.

         54    Ballot

(1)   If a ballot is required for the election for a position, the Chairperson of the meeting must appoint a delegate to act as returning officer to conduct the ballot.

(2)   The returning officer must not be a delegate nominated for the position.

(3)   Before the ballot is taken, each candidate may make a short speech in support of his or her election.

(4)   The election must be by secret ballot.

(5)     The returning officer must give a blank piece of paper to           each delegate present in person;

(6)   If the ballot is for a single position, the voter must write on the ballot paper the name of the candidate for whom they wish to vote.

(7)   If the ballot is for more than one position—

(a)   the voter must write on the ballot paper the name of each candidate for whom they wish to vote;

(b)   the voter must not write the names of more candidates than the number to be elected.

(8)   Ballot papers that do not comply with sub rule (7)(b) are not to be counted.

(9)   Each ballot paper on which the name of a candidate has been written counts as one vote for that candidate.

(10)   The returning officer must declare elected the candidate or, in the case of an election for more than one position, the candidates who received the most votes.

(11)   If the returning officer is unable to declare the result of an election under sub rule (10) because 2 or more candidates received the same number of votes, the returning officer must—

(a)   conduct a further election for the position in accordance with sub rules (4) to (10) to decide which of those candidates is to be elected; or

(b)   with the agreement of those candidates, decide by lot which of them is to be elected.

Examples

The choice of candidate may be decided by the toss of a coin, drawing straws or drawing a name out of a hat.

          55    Term of office

(1)   Subject to sub rule (3) and rule 56, a committee member holds office until the positions of the Committee are declared vacant at the next annual general meeting.

(2)   A committee member may be re-elected.

(3)   A general meeting of the Association may—

(a)   by special resolution remove a committee member from office; and

(b)   elect an eligible member of a VCV Club to fill the vacant position in accordance with this Division.

(4)   A committee member who is the subject of a proposed special resolution under sub rule (3)(a) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the delegates of the Association.

(5)   The Secretary or the President may give a copy of the representations to each delegate of the Association or, if they are not so given, the committee member may require that they be read out at the meeting at which the special resolution is to be proposed.               

                56          Vacation of office

(1)   A committee member may resign from the Committee by written notice addressed to the Committee.

(2)   A person ceases to be a committee member if he or she—

(a)   ceases to be a member of a VCV Club or a Life Member of VCV; or

(b)   fails to attend 3 consecutive committee meetings (other than special or urgent committee meetings) without leave of absence under rule 67; or

(c)   otherwise ceases to be a committee member by operation of section 78 of the Act.

Note: A Committee member may not hold the office of Secretary if they do not reside in Australia.

          57    Filling casual vacancies

(1)   The Committee may appoint an eligible member of a VCV Club to fill a position on the Committee that—

(a)   has become vacant under rule 56; or

(b)   was not filled by election at the last annual general meeting.

(2)   If the position of Secretary becomes vacant, the Committee must appoint an eligible member of a VCV Club to the position within 14 days after the vacancy arises.

(3)   Rule 55 applies to any committee member appointed by the Committee under sub rule (1) or (2).

(4)   The Committee may continue to act despite any vacancy in its membership.

Division 4—Meetings of Committee

          58    Meetings of Committee

(1)   The Committee must meet at least 4 times in each year at the dates, times and places determined by the Committee.

(2)   The date, time and place of the first committee meeting must be determined by the members of the Committee as soon as practicable after the annual general meeting of the Association at which the members of the Committee were elected.

(3)   Special committee meetings may be convened by the President or by any members of the Committee.               

     59 Notice of meetings

(1)   Notice of each committee meeting must be given to each committee member no later than 7 days before the date of the meeting.

(2)   Notice may be given of more than one committee meeting at the same time.

(3)   The notice must state the date, time and place of the meeting.

(4)   If a special committee meeting is convened, the notice must include the general nature of the business to be conducted.

(5)   The only business that may be conducted at the meeting is the business for which the meeting is convened.                     

          60    Urgent meetings

(1)   In cases of urgency, a meeting can be held without notice being given in accordance with rule 59 provided that as much notice as practicable is given to each committee member by the quickest means practicable.

(2)   Any resolution made at the meeting must be passed by an absolute majority of the Committee.

(3)   The only business that may be conducted at an urgent meeting is the business for which the meeting is convened.

          61    Procedure and order of business

(1)   The procedure to be followed at a meeting of a Committee must be determined from time to time by the Committee.

(2)   The order of business may be determined by members present at the meeting.

          62    Use of technology

(1)   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.

(2)   For the purposes of this Part, a committee member participating in a committee meeting as permitted under sub rule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

          63    Quorum

(1)   No business may be conducted at a Committee meeting unless a quorum is present.

(2)   The quorum for a committee meeting is the presence (in person or as allowed under rule 62) of a majority of the committee members holding office.

(3)   If a quorum is not present within 30 minutes after the notified commencement time of a committee meeting—

(a)   in the case of a special meeting—the meeting lapses;

(b)   in any other case—the meeting must be adjourned to a date no later than 14 days after the adjournment and notice of the time, date and place to which the meeting is adjourned must be given in accordance with rule 59.

          64    Voting

(1)   On any question arising at a committee meeting, each committee member present at the meeting has one vote.

(2)   A motion is carried if a majority of committee members present at the meeting vote in favour of the motion.

(3)   Sub rule (2) does not apply to any motion or question which is required by these Rules to be passed by an absolute majority of the Committee.

(4)   If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.

(5)   Voting by proxy is not permitted.

      65   Conflict of interest

(1)   A 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.

(2)   The member—

(a)   must not be present while the matter is being considered at the meeting; and

(b)   must not vote on the matter.

 Note: Under section 81(3) of the Act, if there are insufficient committee members to form a quorum 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.

(3)   This rule does not apply to a material personal interest—

(a)   that exists only because the member belongs to a class of persons for whose benefit the Association is established; or

(b)   that the member has in common with all, or a substantial proportion of, the members of the Association.

          66    Minutes of meeting

(1)   The Committee must ensure that minutes are taken and kept of each committee meeting.

(2)   The minutes must record the following—

(a)   the names of the members in attendance at the meeting;

(b)   the business considered at the meeting;

(c)   any resolution on which a vote is taken and the result of the vote;

(d)   any material personal interest disclosed under rule 65.

          67    Leave of absence

(1)   The Committee may grant a committee member leave of absence from committee meetings for a period not exceeding 3 months.

(2)   The Committee must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the committee member to seek the leave in advance.

PART 6—FINANCIAL MATTERS

          68    Source of funds

The funds of the Association may be derived from joining fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the Committee.               

         69 Management of funds

(1)   The Association must open an account with a financial institution from which all expenditure of the Association is made and into which all of the Association’s revenue is deposited.

(2)   Subject to any restrictions imposed by a general meeting of the Association, the Committee may approve expenditure on behalf of the Association.

(3)   The Committee may authorise the Treasurer to expend funds on behalf of the Association (including by electronic funds transfer) up to a specified limit without requiring approval from the Committee for each item on which the funds are expended.

(4)   All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments, must be signed by 2 committee members.

(5)   All funds of the Association must be deposited into the financial account of the Association no later than 5 working days after receipt.

(6)   With the approval of the Committee, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.

          70    Financial records

(1)   The Association must keep financial records that—

(a)   correctly record and explain its transactions, financial position and performance; and

(b)   enable financial statements to be prepared as required by the Act.

(2)   The Association must retain the financial records for 7 years after the transactions covered by the records are completed.

(3)   The Treasurer must keep in his or her custody, or under his or her control—

(a)   the financial records for the current financial year; and

(b)   any other financial records as authorised by the Committee.               

          71    Financial statements

(1)   For each financial year, the Committee must ensure that the requirements under the Act relating to the financial statements of the Association are met.

(2)   Without limiting sub rule (1), those requirements include—

(a)   the preparation of the financial statements;

(b)   if required, the review or auditing of the financial statements;

(c)   the certification of the financial statements by the Committee;

(d)   the submission of the financial statements to the annual general meeting of the Association;

(e)   the lodgement with the Registrar of the financial statements and accompanying reports, certificates, statements and fee.

                                                                 PART 7—GENERAL MATTERS

          72    Common seal

(1)   The Association may have a common seal.

(2)   If the Association has a common seal—

(a)   the name of the Association must appear in legible characters on the common seal;

(b)   a document may only be sealed with the common seal by the authority of the Committee and the sealing must be witnessed by the signatures of two committee members;

(c)   the common seal must be kept in the custody of the Secretary.

              

         73 Registered address

The registered address of the Association is—

(a)   the address determined from time to time by resolution of the Committee; or

(b)   if the Committee has not determined an address to be the registered address—the postal address of the Secretary.

          74    Notice requirements

(1)   Any notice required to be given to a member or a committee member under these Rules may be given—

(a)   by handing the notice to the member personally; or

(b)   by sending it by post to the member at the address recorded for the member on the register of members; or

(c)   by email or facsimile transmission.

(2)   Sub rule (1) does not apply to notice given under rule 60.

(3)   Any notice required to be given to the Association or the Committee may be given—

(a)   by handing the notice to a member of the Committee; or

(b)   by sending the notice by post to the registered address; or

(c)   by leaving the notice at the registered address; or

(d)   if the Committee determines that it is appropriate in the circumstances—

(i)   by email to the email address of the Association or the Secretary; or

(ii)   by facsimile transmission to the facsimile number of the Association.

              

          75    Custody and inspection of books and records

(1)   Members of VCV Clubs may on request inspect free of charge—

(a)   the register of members;

(b)   the minutes of general meetings;

(c)   subject to sub rule (2), the financial records, books, securities and any other relevant document of the Association, including minutes of Committee meetings.

Note: See note following rule 18 for details of access to the register of members.

(2)   The Committee may refuse to permit a member to inspect records of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association.

(3)   The Committee must on request make copies of these rules available to members and applicants for membership free of charge.

(4)   Subject to sub rule (2), a member may make a copy of any of the other records of the Association referred to in this rule and the Association may charge a reasonable fee for provision of a copy of such a record.

(5)   For purposes of this rule—

relevant documents means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the Association and includes the following—

(a)   its membership records;

(b)   its financial statements;

(c)   its financial records;

(d)   records and documents relating to transactions, dealings, business or property of the Association.               

          76   Winding up and cancellation

(1)   The Association may be wound up voluntarily by special resolution.

(2)   In the event of the winding up or the cancellation of the incorporation of the Association, the surplus assets of the Association must not be distributed to any members or former members of the Association.

(3)   Subject to the Act and any court order made under section 133 of the Act, the surplus assets must be given to a body that has similar purposes to the Association and which is not carried on for the profit or gain of its individual members.

(4)   The body to which the surplus assets are to be given must be decided by special resolution.               

          77    Alteration of Rules

These Rules may only be altered by special resolution of a general meeting of the Association.

Note: An alteration of these Rules does not take effect unless, or until it is approved by the Secretary. If these Rules (other than rule 1, 2 or 3) are altered, the Association is taken to have adopted its own rules, not the model rules.