Model Rules for the Incorporation of Associations
Based on documents produced by the New South Wales Department of Fair
Trading.
Revised by Mary Gardiner and the SLUG committee, 2002.
I. PRELIMINARY
1. DEFINITIONS
1. In these rules:
"ordinary member"
means a member of the committee who is not an
office-bearer of the association, as referred to in
rule 14 (2);
"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 Regulation"
means the Associations Incorporation Regulation 1994.
"the association"
means the Sydney Linux Users Group.
"written"
means either in writing or in digitally signed email
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.
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.
II. MEMBERSHIP
2. MEMBERSHIP QUALIFICATIONS
A person 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:
i. who has been nominated for membership of the association as
provided by rule 3; and
ii. who has been approved for membership of the association by the
committee of the association.
3. NOMINATION FOR MEMBERSHIP
1. A nomination of a person for membership of the association:
a. must be made by the nominee in writing in the form set out in
Appendix I to these rules; and
b. must be lodged with the secretary or treasurer of the
association.
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.
3. If the committee determines to approve a nomination for membership,
the secretary must, as soon as practicable after that determination,
notify the nominee of that approval and 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
entrance fee and annual subscription.
4. The secretary must, on payment by the nominee of the amounts
referred to in clause (3) within the period referred to in that
clause, 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.
4. CESSATION OF MEMBERSHIP
A person ceases to be a member of the association if the person:
a. dies; or
b. resigns membership; or
c. is expelled from the association; or
d. at the time of the Annual General Meeting, does not pay their annual
fee as provided by rule 8
5. MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE
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.
6. RESIGNATION OF MEMBERSHIP
1. A member of the association is not entitled to resign that
membership except in accordance with this rule.
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. The resignation shall be effective upon
the secretary's receipt of the written notice.
3. If a member of the association ceases to be a member under clause
(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.
7. REGISTER OF MEMBERS
1. The public officer of the association must establish and maintain a
register of members of the association specifying the name and valid
email address of each person who is a member of the association
together with the date on which the person became a member.
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. FEES AND SUBSCRIPTIONS
1. A member of the association must pay to the association an annual
membership fee of $25 or, if some other amount is determined by the
committee, that other amount:
a. except as provided by paragraph (b) or (c), before the Annual
General Meeting each calendar year; or
b. if the member becomes a member in the first six months after
the Annual General Meeting, an annual membership of $25 or the
amount determined by the committee in paragraph (a), and this
shall entitle them to membership until the following Annual
General Meeting; or
c. if the member becomes a member on after six months since the
conclusion of the last Annual General Meeting in any calendar
year an annual membership of $12.50, or half the amount
specified by the committee as per 8. (1), and this shall
entitle them to membership until the following Annual General
Meeting
9. MEMBERS' LIABILITIES
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 8.
10. RESOLUTION OF INTERNAL DISPUTES
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 Centre Act 1983.
11. DISCIPLINING OF MEMBERS
1. A complaint may be made by any member of the association that some
other 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.
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.
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.
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 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 12 (4), whichever is the later.
12. RIGHT OF APPEAL OF DISPLIPINED MEMBER
1. A member may appeal to the association in general meeting against a
resolution of the committee under rule 11, within 7 days after
notice of the resolution is served on the member, by lodging with
the secretary a notice to that effect.
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.
3. On receipt of a notice from a member under clause (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.
4. At a general meeting of the association convened under clause (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.
5. If at the general meeting the association passes a special
resolution in favour of the confirmation of the resolution, the
resolution is confirmed.
III. THE COMMITTEE
13. POWERS OF THE COMMITTEE
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 ppear
to the committee to be necessary or desirable for the proper
management of the affairs of the association.
14. CONSTITUTION AND MEMBERSHIP
1. Subject in the case of the first members of the committee to section
21 of the Act, the committee is to consist of:
a. the office-bearers of the association; and
b. 3 ordinary members, each of whom is to be elected at the annual
general meeting of the association under rule 15.
2. The office-bearers of the association are to be:
a. the president;
b. the vice-president;
c. the treasurer; and
d. the secretary.
3. 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.
4. 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.
15. ELECTION OF MEMBERS
1. Nominations of candidates for election as office-bearers of the
association or as ordinary members of the committee:
a. must have the oral or written support of 2 members of the
association and the oral or written consent of the candidate
and;
b. must be delivered to the secretary of the association prior to
the election of the position at the Annual General Meeting.
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.
3. If insufficient further nominations are received, any vacant
positions remaining on the committee are taken to be casual
vacancies.
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.
5. If the number of nominations received exceeds the number of
vacancies to be filled, a ballot is to be held.
6. The ballot for the election of office-bearers and 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. THE SECRETARY
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 email address.
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 and general meetings.
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.
17. THE TREASURER
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.
18. CASUAL VACANCIES
For the purpose of these rules, 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 Law; or
d. resigns office by notice in writing given to the secretary; or
e. is removed from office under rule 19; 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 3 months.
h. is absent without the consent of the committee from three
consecutive meetings of the committee.
19. REMOVAL OF MEMBER
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.
2. If a member of the committee to whom a proposed resolution referred
to in clause (1) relates makes representations in writing to the
secretary or president (not exceeding a reasonable length) and
requests that the representations 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.
20. MEETINGS AND QUORUM
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. A meeting of
the committee may be held over electronic media.
2. Additional meetings of the committee may be convened by the
president or by any member of the committee.
3. Oral or written notice of a meeting of the committee must be given
by the secretary to each member of the committee at least 48 hours
(or such other period as may be unanimously agreed on by the members
of the committee) before the time appointed for the holding of the
meeting.
4. Notice of a meeting given under clause (3) must specify the general
nature of the business to be transacted at the meeting and other
business will only be transacted at the unanimous agreement of
committee members present at the meeting.
5. Any 3 members of the committee constitute a quorum for the
transaction of the business of a meeting of the committee.
6. If at the meeting a quorum is not present within half an hour of the
time appointed for the meeting, the meeting is to be dissolved.
7. 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.
21. DELEGATION BY COMMITTEE TO SUB-COMMITTEE
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.
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.
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.
4. Despite any delegation under this rule, the committee may continue
to exercise any function delegated.
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.
6. The committee may, by instrument in writing, revoke wholly or in
part any delegation under this rule.
7. A sub-committee may meet and adjourn as it thinks proper.
22. VOTING AND DECISIONS
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.
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.
3. Subject to rule 20 (5), the committee may act despite any vacancy on
the committee.
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.
IV. GENERAL MEETINGS
23. ANNUAL GENERAL MEETINGS - HOLDING OF
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.
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.
3. Clauses (1) and (2) have effect subject to any extension or
permission granted by the Commissioner under section 26 (3) of the
Act.
24. ANNUAL GENERAL MEETING - CALLING OF AND BUSINESS AT
1. The annual general meeting of the association is, subject to the Act
and to rule 23, to be convened on such date and at such place and
time as the committee thinks fit.
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 office-bearers of the association and 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.
3. An annual general meeting must be specified as such in the notice
convening it.
25. SPECIAL GENERAL MEETINGS - CALLING OF
1. The committee may, whenever it thinks fit, convene a special general
meeting of the association.
2. The committee must, on the requisition in writing of at least 5 per
cent of the total number of members, convene a special general
meeting of the association.
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.
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.
5. A special general meeting convened by a member or members as
referred to in clause (4) must be convened as nearly as is
practicable in the same manner as general meetings are convened by
the committee and any member who consequently incurs expense is
entitled to be reimbursed by the association for any expense so
incurred.
26. NOTICE
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, cause to be sent by email to each
member at the member's email address appearing in the register of
members, a notice specifying the place, date and time of the meeting
and the nature of the business proposed to be transacted at the
meeting.
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 sent to each
member in the manner provided in clause (1) specifying, in addition
to the matter required under clause (1), the intention to propose
the resolution as a special resolution.
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 24 (2).
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.
27. PROCEDURE
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.
2. Five 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.
3. If within half an hour after the appointed time for the commencement
of a general meeting a quorum is not present, the meeting is to be
dissolved.
28. PRESIDING MEMBER
1. The president or, in the president's absence, the vice-president, is
to preside as chairperson at each general meeting of the
association.
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.
29. ADJOURNMENT
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.
2. If a general meeting is adjourned for 14 days or more, the secretary
must give written or oral notice of the adjourned meeting to each
member of the association stating the place, date and time of the
meeting and the nature of the business to be transacted at the
meeting.
3. Except as provided in clauses (1) and (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.
30. MAKING DECISIONS
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.
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.
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;
b. or 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.
31. SPECIAL RESOLUTION
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 Commissioner 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 Commissioner.
32. VOTING
1. On any question arising at a general meeting of the association a
member has one vote only.
2. All votes must be given personally or by proxy but no member may
hold more than 5 proxies.
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.
4. A member or proxy is not entitled to vote at any general meeting of
the association unless all money due and payable by the member or
proxy to the association has been paid, other than the amount of the
annual subscription payable in respect of the then current year.
33. APPOINTMENT OF PROXIES
1. Each member is to be entitled to appoint another member as proxy by
notice given to the secretary.
2. The notice appointing the proxy is to be in the form set out in
Appendix 2 to these rules. Digitally signed email shall suffice for
the appointment of a proxy.
V. MISCELLANEOUS INSURANCE
34.
1. The association must effect and maintain insurance under section 44
of the Act.
2. In addition to the insurance required under clause (1), the
association may effect and maintain other insurance.
35. FUNDS - SOURCE
1. The funds of the association are to be derived from entrance fees
and annual subscriptions of members, donations and, subject to any
resolution passed by the association in general meeting, such other
sources as the committee determines.
2. All money received by the association must be deposited as soon as
practicable and without deduction to the credit of the association's
bank account.
3. The association must, as soon as practicable after receiving any
money, issue an appropriate receipt.
36. FUNDS - MANAGEMENT
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.
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 anthorised to do so by the committee.
37. ALTERATION OF OBJECTS AND RULES
The statement of objects and these rules may be altered, rescinded or
added to only by a special resolution of the association.
38. COMMON SEAL
1. The common seal of the association must be kept in the custody of
the public officer.
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 public officer or
secretary.
39. CUSTODY OF THE BOOKS
Except as otherwise provided by these rules, the public officer must keep
in his or her custody or under his or her control all records, books and
other documents relating to the association.
40. INSPECTION OF BOOKS
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.
41. SERVICE OF NOTICES
For the purpose of these rules, a notice may be served by or on behalf of
the association on any member either personally or by sending it by email
to the member at the member's email address shown in the register of
members.
APPENDIX 1
(Rule 3 (1))
APPLICATION FOR MEMBERSHIP OF ASSOCIATION
____________________________________ Incorporated
(incorporated under the Associations Incorporation Act, 1984)
I, _______________________________________
(full name of applicant)
of _______________________________________________
(email address)
_________________________________________________________
(occupation)
hereby apply to become a member of the above named incorporated association.
In the event of my admission as a member I agree to be bound by the rules
of the association for the time being in force.
_____________________________
Signature of applicant
Date________________________
--------------------------------------------------------------------------
FORM OF APPOINTMENT OF PROXY
I, ___________________________________________
(full name)
of _________________________________________________
(email address)
being a member of _______________________________________
(name of incorporated association)
hereby appoint ______________________________________________
(full name of proxy)
of _________________________________________________________
(email address)
being a member of that incorporated association, as my proxy to vote
for me on my behalf at the general meeting of the association (annual
general meeting or special general meeting, as the case may be) to be
held on the day of 20 and at any adjournment of that meeting.
* My proxy is authorised to vote in favour of/against (delete as
appropriate) the resolution (insert details).
* To be inserted if desired.
Signature of member appointing proxy Date
NOTE: A proxy vote may not be given to a person who is not a member
of the association.
--------------------------------------------------------------------------
