Model Rules for
associations incorporated under the
Associations Incorporation Act,
1984
Part 1 -
Preliminary
1 Definitions
2 Objects
Part 2 -
Membership
3 Membership
qualifications
4 Nomination for membership
5 Cessation of membership
6 Membership entitlements not transferable
7 Resignation of membership
8 Register of members
9 Fees and subscriptions
10 Members' liabilities
11 Resolution of internal disputes
12 Disciplining of members
13 Right of appeal of disciplined member
Part 3 - The
Committee
14 Powers of the
Committee
15 Constitution and membership
16 Election of members
17 Secretary
18 Treasurer
19 Casual vacancies
20 Removal of member
21 Meetings and quorom
22 Delegation by Committee to sub-committee
23 Voting and decisions
Part 4 - General
meeting
24 Annual general
meetings - holding of
25 Annual general meetings - calling of and
business at
26 Special general meetings - calling of
27 Notice
28 Procedure
29 Presiding member
30 Adjournment
31 Making of decisions
32 Special resolution
33 Voting
34 Appointment of proxies
35 Insurance
36 Funds - source
37 Funds - management
38 Alteration of objects and rules
39 Common seal
40 Custody of books
41 Inspection of books
42 Service of notices
Part 1 -
Preliminary
1
Definitions
1.1 In these
rules:
Association means the
Physical Disability Council of NSW
Incorporated.
Committee means the
Committee of Management of the Association as set
out in rule 14.1.
Director-General means
the Director-General of the Department of Fair
Trading.
Eligible Organisation
means an organisation which demonstrates a
commitment to the consumer rights and the
empowerment of people with disabilities.
office-bearers has the
meaning set out in rule 15.4.
ordinary member means
a member of the Committee who is not an
office-bearer of the Association, as referred to in
rule 15.2.
Other Persons means
individuals who are committed to furthering the
rights and the empowerment of people with physical
disabilities.
Person With A Physical
Disability means a person with a physical
impairment that is permanent, or likely to be
permanent, and that results in a significantly
reduced physical capacity to engage in one or more
major life activities such as communication,
education, mobility, employment, self-care or
recreation.
Representative means a
parent or guardian of a Person With A Physical
Disability under the age of 16.
secretary
means:
(a) the person
holding office under these rules as secretary of
the Association, or
(b) if no such person
holds that office - the public officer of the
Association.
Special general
meeting means a general meeting of the
Association other than an annual general
meeting.
the Act means the
Associations Incorporation Act 1984.
the By-Laws means the
rules of the Association which are in addition to
the constitution.
the regulation means
the Associations Incorporation Regulation
1999.
1.2 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.
1.3 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.
2 Objects
2.1 The objects of the
Association are:
(a) to educate,
inform and assist people with physical
disabilities in New South Wales regarding the
range of services, structures and programmes
available that enable their full participation,
equality of opportunity and equality of
citizenship;
(b) to develop the
capacity of people with physical disabilities in
New South Wales to advocate for themselves;
and
(c) to educate and inform
all stakeholders about the needs of people with
physical disabilities so they are able to
achieve and maintain full participation,
equality of opportunity and equality of
citizenship.
Part 2 -
Membership
3 Membership
qualifications
3.1 A person or Eligible
Organisation is qualified to be a member of the
Association if, but only if:
(a) the person is a
person referred to in section 15(1) (a), (b) or
(c) of the Act and has not ceased to be a member
of the Association at any time after
incorporation of the Association under the
Act,
or
(b) the person is a
natural person who has been nominated for
membership of the Association as provided by
rule 4, and who has been approved for membership
of the Association by the Committee of the
Association; or
(c) the person is an
Eligible Organisation as an entity
which:
(i) has been
nominated for membership of the Association
as provided by rule 4; and
(ii) has been approved
for membership of the Association by the
Committee.
3.2 At any point in time at
least 75% of the membership shall be made up of
Persons With A Physical Disability or
Representatives. This means:
(a) no person or
Eligible Organisation will be considered for
membership if as a consequence of accepting that
person or Eligible Organisation the membership
requirement will be breached; and
(b) if by virtue of the
resignation of a Person With A Physical
Disability or Representative the membership
requirement is breached, no new membership shall
be accepted unless the nominee is a Person With
A Physical Disability or a
Representative.
4 Nomination for
membership
4.1 A nomination of a person
or Eligible Organisation for membership of the
Association:
(a) must be made by
a member of the Association in writing in the
form set out in Appendix 1 to these rules,
and
(b) must be lodged with
the secretary of the Association.
4.2 As soon as practicable
after receiving a nomination for membership, the
secretary must refer the nomination to the
Committee which is to determine whether to approve
or to reject the nomination.
4.3 As soon as practicable
after the Committee makes that determination, the
secretary must:
(a) notify the
nominee, in writing, that the Committee approved
or rejected the nomination (whichever is
applicable), and
(b) if the Committee
approved the nomination, request the nominee to
pay (within the period of 28 days after receipt
by the nominee of the notification) the sum
payable under these rules by a member as an
annual subscription.
4.4 The secretary must, on
payment by the nominee of the amounts referred to
in clause 4.3 (b) within the period referred to in
that provision, enter the nominee's name in the
register of members and, on the name being so
entered, the nominee becomes a member of the
Association.
5 Cessation of
membership
5.1 A person ceases to be a
member of the Association if the person:
(a) dies,
(b) resigns the
membership, or
(c) is expelled from the
Association.
5.2 An Eligible Organisation
ceases to be a member of the Association if the
organisation:
(a) ceases to
exist,
(b) resigns its
membership, or
(c) is expelled from the
Association.
6 Membership entitlements
not transferable
6.1 A right, privilege or
obligation which a person has by reason of being a
member of the Association:
(a) is not capable
of being transferred or transmitted to another
person, and
(b) terminates on
cessation of the person's membership.
7 Resignation of
membership
7.1 A member of the
Association is not entitled to resign that
membership except in accordance with this
rule.
7.2 A member of the
Association who has paid all amounts payable by the
member to the Association in respect of the
member's membership may resign from membership of
the Association 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, on the expiration
of the period of notice, the member ceases to be a
member.
7.3 If a member of the
Association ceases to be a member under clause 7.2,
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 ceased to be
a member.
8 Register of
members
8.1 The secretary of the
Association must establish and maintain a register
of members of the Association specifying the name
and address of each person who is a member of the
Association together with the date on which the
person became a member.
8.2 The register of members
must be kept at the principal place of
administration of the Association and must be open
for inspection, free of charge, by any member of
the Association at any reasonable hour.
8.3 A member of the
Association may obtain a copy of any part of the
register on payment of a fee of $1 for each page
copied or, if some other amount is determined by
the Committee, that other amount.
9 Fees and
subscriptions
9.1 A member of the
association must , on admission to membership, pay
to the association a fee of such amount as is
determined by the Committee, from time to time. The
Committee is not obliged to set such a
fee.
9.2 In addition to any amount
payable by the member under clause (1), a member of
the Association must pay to the Association an
annual membership fee of an amount determined by
the Committee:
(a) except as
provided by paragraph (b), before 1 July in each
calendar year, or
(b) if the member becomes
a member on or after 1 July in any calendar year
- on becoming a member and before 1 July in each
succeeding calendar year.
9.3 In determining the amount
of an annual membership fee, the Committee may set
different fees for natural persons and Eligible
Organisations.
10 Members'
liabilities
10.1 The liability of a
member of the Association to contribute towards the
payment of the debts and liabilities of the
Association or the costs, charges and expenses of
the winding up of the Association is limited to the
amount, if any, unpaid by the member in respect of
membership of the Association as required by rule
9.
11 Resolution of internal
disputes
11.1 Disputes between members
(in their capacity as members) of the Association,
and disputes between members and the Association,
are to be referred to a community justice centre
for mediation in accordance with the Community
Justice Centres Act 1983.
11.2 At least 7 days before a
mediation session is to commence, the parties are
to exchange statements of the issues that are in
dispute between them and supply copies to the
mediator.
12 Disciplining of
members
12.1 A complaint may be made
to the Committee by any person that a member of the
Association:
(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 Association.
12.2 On receiving such a
complaint, the Committee:
(a) must cause
notice of the complaint to be served on the
member concerned, and
(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.
12.3 The Committee may, by
resolution, expel the member from the Association
or suspend the member from membership of the
Association 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.
12.4 If the Committee expels
or suspends a member, the secretary must, within 7
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 13.
12.5 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 Association confirms the
resolution under rule 13(5),
whichever is the
later.
13 Right of appeal of
disciplined member
13.1 A member (other than a
member expelled for non-payment of any annual
membership fee) may appeal to the Association in
general meeting against a resolution of the
Committee under rule 12, within 7 days after notice
of the resolution is served on the member, by
lodging with the secretary a notice to that
effect.
13.2 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.
13.3 On receipt of a notice
from a member under clause 13.1, the secretary must
notify the Committee which is to convene a general
meeting of the Association to be held within 28
days after the date on which the secretary received
the notice.
13.4 At a general meeting of
the Association convened under clause
13.3:
(a) no business
other than the question of the appeal is to be
transacted, and
(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.
13.5 If at the general
meeting the Association passes a special resolution
in favour of the confirmation of the resolution,
the resolution is confirmed.
Part 3 - The
Committee
14 Powers of the
Committee
14.1 The Committee is to be
called the Committee of Management of the
Association and, subject to the Act, the Regulation
and these rules and to any resolution passed by the
Association in general meeting:
(a) is to control
and manage the affairs of the Association,
and
(b) may exercise all such
functions as may be exercised by the
Association, other than those functions that are
required by these rules to be exercised by a
general meeting of members of the Association,
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
Association.
15 Constitution and
membership
15.1 Subject in the case of
the first members of the Committee to section 21 of
the Act, the Committee is to consist of no more
than 15 persons of whom no less than 12 will be
Persons With A Physical Disability representing the
broad interests of the membership of the
Association. The structure of the Committee may be
specified in the By-Laws, which are determined by
the membership at a general meeting.
15.2 The Committee shall be
made up of:
(a) up to 12 Persons
With A Physical Disability;
(b) up to 2
Representatives; and
(c) up to 1 Other Person,
each of whom is to be elected
at the annual general meeting of the Association
under rule 16.
15.3
(a) At least two
delegates from category (a) in rule 15.2 will be
a person not residing in the greater
metropolitan area of Sydney.
(b) At least one delegate
from category (a) in rule 15.2 will be an
Aboriginal person.
(c) At least one delegate
from category (a) in rule 15.2 will be a person
from a non-English speaking background.
If any position provided for
under this rule 15.3 is not filled, then that
position will be treated as a casual
vacancy.
15.4 (a) The office-bearers
of the Association are to be:
(i) the
president,
(ii) the
vice-president,
(iii) the treasurer,
and
(iv) the
secretary.
(b) Notwithstanding rule
16.7, the president and the vice president of
the Association must be Persons With A Physical
Disability.
15.5 Each member of the
Committee 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.
15.6 In the event of a casual
vacancy occurring in the membership of the
Committee, the Committee may appoint a member of
the Association 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.
In filling the casual vacancy, the Committee will
be required to conform with the requirements of
clauses 15.2 and 15.3.
16 Election of Committee
members
16.1 Nominations of
candidates for election as members of the
Committee:
(a) must be made in
writing, accompanied by the written consent of
the candidate (which may be endorsed on the form
of the nomination),
(b) identify the position
or category of membership under clauses 15.2 and
15.3 that the candidate is nominating for; and
(c) must be delivered to
the appointed returning officer of the
Association at least 7 days before the date
fixed for the holding of the annual general
meeting at which the election is to take
place.
16.2 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.
16.3 If insufficient further
nominations are received at the annual general
meeting, any vacant positions remaining on the
Committee are taken to be casual
vacancies.
16.4 If the number of
nominations received is equal to the number of
vacancies to be filled, the persons nominated are
taken to be elected.
16.5 If the number of
nominations received exceeds the number of
vacancies to be filled, a ballot is to be
held.
16.6 The ballot for the
election of ordinary members of the Committee is to
be conducted at the annual general meeting in such
usual and proper manner as the Committee may
direct.
16.7 Subject to rule 15.4(b),
any member elected as a Committee member under this
rule 16 is eligible to be nominated as an
office-bearer of the Association
16.8 Nominations for the
positions of office-bearers must be tabled at the
first Committee meeting following the election of
the Committee members under this rule 16.
16.9 The Committee members
must elect the office-bearers of the Association
from the nominations tabled at the meeting under
rule 16.8.
16.10 At the first Committee
meeting following the election of the Committee
members under this rule 16 and upon electing the
office-bearers of the Association under rule 16.9,
the Committee members must elect a public officer
of the Association from amongst the
office-bearers.If there is no nomination for the
position of Public Officer, the Secretary shall
assume this role.
16.11 The election of office
bearers and the public officer under rules 16.9 and
16.10 shall be conducted in such usual and proper
manner as the Committee may determine.
17 Secretary
17.1 The secretary of the
Association must, as soon as practicable after
being appointed as secretary, lodge notice with the
Association of his or her address.
17.2 It is the duty of the
secretary to keep minutes of:
(a) all appointments
of office-bearers and 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 (including those conducted by
telephone) and general meetings.
17.3 Minutes of proceedings
at a meeting must be signed by the chairperson of
the meeting or by the chairperson of the next
succeeding meeting.
18 Treasurer
18.1 It is the duty of the
treasurer of the Association to ensure:
(a) that all money
due to the Association is collected and received
and that all payments authorised by the
Association are made,
and
(b) that correct books and
accounts are kept showing the financial affairs
of the Association, including full details of
all receipts and expenditure connected with the
activities of the Association.
19 Casual
vacancies
19.1 For the purposes of
these rules and subject to clause 16.3, a casual
vacancy in the office of a member of the Committee
occurs if the member:
(a) dies, or
(b) ceases to be a member
of the Association, or
(c) becomes an insolvent
under administration within the meaning of the
Corporations Act 2001 of the Commonwealth,
or
(d) resigns office by
notice in writing given to the secretary,
or
(e) is removed from office
under rule 20, or
(f) becomes a mentally
incapacitated person, or
(g) is absent without the
consent of the Committee from all meetings of
the Committee held during a period of 6
months.
20 Removal of
member
20.1 The Association 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.
20.2 If a member of the
Committee to whom a proposed resolution referred to
in clause 20.1 relates makes representations in
writing to the secretary or president (not
exceeding a reasonable length) and requests that
the representation be notified to the members of
the Association, the secretary or the president may
send a copy of the representations to each member
of the Association 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.
21 Meetings and
quorum
21.1 The Committee must meet
at least 3 times in each period of 12 months at
such place and time as the Committee may
determine.
21.2 A Committee meeting may
be called or held by telephone or by using any
other technology consented to by the members of the
Committee.
21.3 Additional meetings of
the Committee may be convened by the president or
by any member of the Committee.
21.4 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 many be
unanimously agreed on by the members of the
Committee) before the time appointed for the
holding of the meeting.
21.5 Notice of a meeting
given under clause 21.4 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.
21.6 Any 5 members of the
Committee constitute a quorum for the transaction
of the business of a meeting of the Committee,
provided that a majority of these members are
Persons With A Physical Disability and provided
that there is a majority of Persons With A Physical
Disability present at the meeting.
21.7 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.
21.8 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.
21.9 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, such one of the remaining members of the
Committee as may be chosen by the members
present at the meeting is to preside.
22 Delegation by Committee
to sub-committee
22.1 The Committee may, by
instrument in writing, delegate to one or more
sub-committees (consisting of such member or
members of the Association 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.
22.2 A function the exercise
of which has been delegated to a sub-committee
under this rule may, while the delegation remains
unrevoked, be exercised from time to time by the
sub-committee in accordance with the terms of the
delegation.
22.3 A delegation under this
section may be made subject to such conditions or
limitations as to the exercise of any function, or
as to time or circumstances, as may be specified in
the instrument of delegation.
22.4 Despite any delegation
under this rule, the Committee may continue to
exercise any function delegated. Notwithstanding
anything contained in this rule, the Committee
retains the power to overrule and rescind any
resolution which any sub-committee might
make.
22.5 Any act or thing done or
suffered by a sub-committee 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.
22.6 The Committee may, by
instrument in writing, revoke wholly or in part any
delegation under this rule.
22.7 A sub-committee may meet
and adjourn, as it thinks proper.
23 Voting and
decisions
23.1 Questions arising at a
meeting of the Committee or of any sub-committee
appointed by the Committee are to be determined by
a majority of the votes of members of the Committee
or sub-committee present at the meeting.
23.2 Each member present at a
meeting of the Committee or of any sub-committee
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.
23.3 Subject to rule 21.5,
the Committee may act despite any vacancy on the
Committee.
23.4 Any act or thing done or
suffered, or purporting to have been done or
suffered, by the Committee or by a sub-committee
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
sub-committee.
Part 4 - General
meeting
24 Annual general meetings -
holding of
24.1 With the exception of
the first annual general meeting of the
Association, the Association must, at least once in
each calendar year and within the period of 6
months after the expiration of each financial year
of the Association, convene an annual general
meeting of its members.
24.2 The Association must
hold its first annual general meeting:
(a) within the
period of 18 months after its incorporation
under the Act, and
(b) within the period of 6
months after the expiration of the first
financial year of the Association.
24.3 Clauses 24.1 and 24.2
have effect subject to any extension or permission
granted by the Director-General under section 26(3)
of the Act.
25 Annual general meetings -
calling of and business at
25.1 The annual general
meeting of the Association is, subject to the Act
and to rule 24, to be convened on such date and at
such place and time as the Committee thinks
fit.
25.2 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
Association during the last preceding financial
year,
(c) to elect ordinary
members of the Committee,
(d) to receive and
consider the statement which is required to be
submitted to members under section 26(6) of the
Act.
25.3 An annual general
meeting must be specified as such in the notice
convening it.
26 Special general meetings
- calling of
26.1 The Committee may,
whenever it thinks fit, convene a special general
meeting of the Association.
26.2 The Committee must, on
the requisition in writing of at least 10 members
or 5 per cent of the total number of members
(whichever is greater), or in accordance with
clause 13.3 convene a special general meeting of
the Association.
26.3 A requisition of members
for a special general meeting:
(a) must state the
purpose or purposes of the meeting, and
(b) must be signed by the
members making the requisition, and
(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.
26.4 If the Committee fails
to convene a special general meeting to be held
within 1 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 3 months
after that date.
26.5 A special general
meeting convened by a member or members as referred
to in clause 26.4 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 expenses is entitled to be
reimbursed by the Association for any expense so
incurred.
27 Notice
27.1 Except if the nature of
the business proposed to be dealt with at a general
meeting requires a special resolution of the
Association, the secretary must, at least 14 days
before the date fixed for the holding of the
general meeting, give a notice to each member
specifying the place, date and time of the meeting
and the nature of the business proposed to be
transacted at the meeting.
27.2 If the nature of the
business proposed to be dealt with at a general
meeting requires a special resolution of the
Association, the secretary must, at least 21 days
before the date fixed for the holding of the
general meeting, cause notice to be given to each
member specifying, in addition to the matter
required under clause 27.1, the intention to
propose the resolution as a special
resolution.
27.3 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 25.2.
27.4 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.
28 Procedure
28.1 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.
28.2 Fifteen 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 provided that the majority are Persons With
a Physical Disability.
28.3 If within half an hour
after the appointed time for the commencement of a
general meeting a quorum is not present, the
meeting:
(a) if convened on
the requisition of members, is to be dissolved;
and
(b) 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.
28.4 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 3)
is to constitute a quorum.
29 Presiding
member
29.1 The president or, in the
president's absence, the vice-president, is to
preside as chairperson at each general meeting of
the Association.
29.2 If the president and the
vice-president are absent or unwilling to act, the
members present must elect one of their number to
preside as chairperson at the meeting.
30 Adjournment
30.1 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.
30.2 If a general meeting is
adjourned for 14 days or more, the secretary must
give written notice of the adjourned meeting to
each member of the Association stating the place,
date and time of the meeting and the nature of the
business to be transacted at the
meeting.
30.3 Except as provided in
clauses 30.1 and 30.2, 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.
31 Making of
decisions
31.1 A question arising at a
general meeting of the Association is to be
determined on a show of hands and, unless before or
on the declaration of the show of hands a poll is
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 Association, is evidence of the
fact without proof of the number or proportion of
the votes recorded in favour of or against that
resolution.
31.2 At a general meeting of
the Association, a poll may be demanded by the
chairperson or by at least 3 members present in
person or by proxy at the meeting.
31.3 If a poll is demanded at
a general meeting, the poll 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.
32 Special
resolution
32.1 A resolution of the
Association is a special resolution:
(a) if it is passed
by a majority which comprises at least
three-quarters of such members of the
Association 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 Director-General that it is not
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 Director-General.
33 Voting
33.1 On any question arising
at a general meeting of the Association a member
has one vote only.
33.2 All votes must be given
personally or by proxy, but no member may hold more
than 5 proxies.
33.3 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.
33.4 A member or proxy is not
entitled to vote at any general meeting of the
Association unless all money due and payable and
not overdue by the member or proxy to the
Association has been paid.
34 Appointment of
proxies
34.1 Each member is 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.
34.2 The notice appointing
the proxy is to be in the form set out in Appendix
2 to these rules.
Part 5 - Gift
Fund
35 Gift Fund
Monies
35.1 The Gift Fund will be
managed in accordance with this clause
35.
35.2 All gifts of money or
property made for the objects of the Association
and money received because of such a gift,
including proceeds of sale and investment returns
received by the Association (Gift Fund Money) must
be deposited as soon as practicable and without
deduction to the credit of the Association's Gift
Fund bank account.
35.3 The Association must, as
soon as practicable after receiving any Gift Fund
Money, issue an appropriate receipt which meets the
requirements prescribed by section 30-228 of the
Income Tax Assessment Act 1997 or any provision
that replaces that provision.
35.4 The Gift Fund is to be
used by the Association only in pursuance of the
objects of the Association and, subject to any
resolution passed by the Association in a general
meeting, in such manner as the Committee
determines.
35.5 On the earlier of any
termination or winding up of the Gift Fund, the
cancellation of the Association, or the Association
ceasing to be endorsed as a Deductible Gift
Recipient as defined in section 30-227(2) of the
Income Tax Assessment Act 1997 or any provision
that replaces that provision, the surplus funds in
the Gift Fund (after the payment of liabilities
attributable to it) shall vest in accordance with
the provisions in clause 36.
Part 6 - Surplus
Property
36 Termination of Gift
Fund
36.1 In the event of
the termination or winding up of the Gift Fund,
all surplus property of the Gift Fund shall
vest:
(a) in Physical Disability
Council of Australia Limited; or
(b) if Physical Disability
Council of Australia Limited is not endorsed as
a deductible gift recipient or has ceased to
exist at such time, in People with Disabilities
Australia Incorporated; or
(c) if the entities named
in the above sub-clauses (a) and (b) are not
endorsed as deductible gift recipients or have
ceased to exist at such time, in the body
nominated under clause 38.1.
37 Termination of
Association
37.1 In the event of the
termination or winding up of the Association, all
surplus property of the Association shall
vest:
(a) in Physical
Disability Council of Australia Limited;
or
(b) if Physical Disability
Council of Australia Limited is not endorsed as
a deductible gift recipient or has ceased to
exist at such time, in People with Disabilities
Australia Incorporated; or
(c) if the entities named
in the above sub-clauses (a) and (b) are not
endorsed as deductible gift recipients or have
ceased to exist at such time, in the body
nominated under clause 38.1.
38 Nomination of
charity
38.1 At the first general
meeting of the Association, the Association shall
pass a special resolution nominating an entity that
has been registered as an authorised fundraiser
under the Charitable Fundraising Act 1991 (NSW) and
which is endorsed as a deductible gift recipient in
which to vest its surplus property, for the
purposes of clauses 36.1(c) and 37.1(c).
38.2 The entity nominated
under clause 38.1 must:
(a) have objects
substantially similar to those of the
Association;
(b) not be carried on for
the object or trading or securing pecuniary gain
for its members; and
(c) have a provision in
its rules substantially the same as this clause
38.
Part 7 -
Miscellaneous
39 Insurance
39.1 The Association may
effect and maintain insurance.
40 Funds -
source
40.1 The funds of the
Association are to be derived from annual
subscriptions of members, donations and, subject to
any resolution passed by the Association in general
meeting, such other sources as the Committee
determines.
40.2 All money received by
the Association, other than Gift Fund Money subject
to clause 35, must be deposited as soon as
practicable and without deduction to the credit of
the Association's bank account.
40.3 The Association must, as
soon as practicable after receiving any money,
issue an appropriate receipt.
41 Funds -
management
41.1 Subject to any
resolution passed by the Association in general
meeting, the funds of the Association are to be
used in pursuance of the objects of the Association
in such manner as the Committee
determines.
41.2 All cheques, drafts,
bills of exchange, promissory notes and other
negotiable instruments must be signed by any 2
members of the Committee or employees of the
Association, being members or employees authorised
to do so by the Committee.
42 Alteration of objects and
rules
42.1 The statement of objects
and these rules may be altered, rescinded or added
to only by a special resolution of the
Association.
43 Common seal
43.1 The common seal of the
Association must be kept in the custody of the
secretary.
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 2 members of the Committee or of 1 member
of the Committee and of the secretary.
44 Custody of
books
44.1 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 Association.
45 Inspection of
books
45.1 The records, books and
other documents of the Association must be open to
inspection, free of charge, by a member of the
Association at any reasonable hour with reasonable
notice.
46 Service of
notices
46.1 For the purpose of these
rules, a notice may be served on or given to a
person:
(a) by delivering it
to the person personally, or
(b) by sending it by
pre-paid post to the address of the person,
or
(c) by sending it by
facsimile transmission or some other form of
electronic transmission to an address specified
by the person for giving or serving the
notice.
46.2 For the purpose of these
rules, a notice is taken, unless the contrary is
proved, to have been given or served:
(a) in the case of a
notice given or served personally, on the date
on which it is received by the addressee,
and
(b) in the case of a
notice sent by pre-paid post, on the date when
it would have been delivered in the ordinary
course of post, and
(c) in the case of a
notice sent by facsimile transmission or some
other form of electronic transmission, on the
date it was sent, or if the machine from which
the transmission was sent produces a report
indicating that the notice was sent on a later
date, on that date.
Appendix 1 - APPLICATION FOR
MEMBERSHIP OF ASSOCIATION
Appendix 2 - FORM OF
APPOINTMENT OF PROXY
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