Current Constitution
SKAL INTERNATIONAL PERTH N° 250
MEMBER OF SKAL INTERNATIONAL
lnternational Association of Travel and Tourism Professionals
Founded 1934 Perth Chapter Chartered 1964
CONSTITUTION
of Skal International Perth Inc
JANUARY 2013
This is the annexure of 17 pages marked “A” referred to in the Form 1 signed by me and dated
Signed:�
Peter John Purves
Date: 23 JANUARY 2013
SKAL INTERNATIONAL PERTH N° 250
MEMBER OF SKAL INTERNATIONAL
lnternational Association of Travel and Tourism Professionals
Founded 1934 Perth Chapter Chartered 1964
–
TABLE OF CONTENTS
1. NAME OF ASSOCIATION 1
2. DEFINITIONS 1
3. OBJECTS OF ASSOCIATION 2
4. POWERS OF ASSOCIATION 3
5. MANAGEMENT OF ASSOCIATION FUNDS 3
6. QUALIFICATIONS FOR MEMBERSHIP OF ASSOCIATION 4
7. REGISTER OF MEMBERS OF ASSOCIATION 4
8. SUBSCRIPTIONS OF MEMBERS OF ASSOCIATION 4
9. TERMINATION OF MEMBERSHIP OF THE ASSOCIATION 4
10. SUSPENSION OR EXPULSION OF MEMBERS OF ASSOCIATION 5
11. COMMITTEE OF MANAGEMENT 5
12. PRESIDENT AND VICE PRESIDENT 7
13. SECRETARY 7
14. TREASURER 8
15. CASUAL VACANCIES IN MEMBERSHIP OF COMMITTEE 8
16. PROCEEDINGS OF COMMITTEE 9
17. GENERAL MEETINGS 10
18. QUORUM AND PROCEEDINGS AT GENERAL MEETINGS 11
19. MINUTES OF MEETINGS OF ASSOCIATION 12
20. VOTING RIGHTS OF MEMBERS OF ASSOCIATION 12
21. PROXIES OF MEMBERS OF ASSOCIATION 12
22. RULES OF ASSOCIATION 12
23. COMMON SEAL OF ASSOCIATION 13
24. INSPECTION OF RECORDS, ETC. OF ASSOCIATION 13
25. DISPUTES AND MEDIATION 13
26. DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP OF ASSOCIATION 14
SKAL INTERNATIONAL PERTH N° 250
MHM(R or SW INr(llNATIOKAl
lnlan,atlonal Ali11o<kltlon of Trav•I and Tourl:1m Pra f■n ionola
foondod 1934 PonhCl.oP’O•Cho..-od 1964
1. NAME OF ASSOCIATION
The name of the Association is Skål International Perth Inc.
2. DEFINITIONS
In these rules, unless the contrary intention appears‐
“Annual general meeting” is the meeting convened under Rule 17.1(a)
“Chairperson” is the President, Vice President or elected member as referred to in Rule 12.2 and 12.3
“Committee” means the members referred to under Rule 11
“Committee meeting” means a meeting referred to in Rule 16;
“Committee member” means person referred to in Rule 11.1(a), (b), (c), (d)or (e); “Convene” means to call together for a formal meeting;
“Department” means the government department with responsibility for administering the Associations Incorporation Act (1987);
“Financial year” means a period not exceeding 15 months fixed by the Committee, being a period commencing on the date of incorporation of the Association and ending on 31 January; and thereafter each period commencing 1 February and ending on 31 January in the following year;
“General meeting” means a meeting to which all members are invited; “Member” means member of the Association; as named in Rule 1 “Ordinary resolution” means resolution other than a special resolution;
“Poll” means voting conducted in written form (as opposed to a show of hands); “Skål Club” and “the Club” refers to the name of the Association under Rule 1
“Skål International Australia” means the Organisation that is of that name which is authorised to act as the Australian co‐ordinating entity for Skål Clubs Australia.
“Skål International” refers to the international governing organisation for all clubs worldwide “Special general meeting” means a meeting convened under Rule 17.1(b);
“Special resolution” has the meaning given by section 24 of the Act, that is‐
A resolution is a special resolution if it is passed by a majority of not less than three fourths (75%) of the members of the association who are entitled under the rules of the association to vote and vote in person or, where proxies or postal votes are allowed by the rules of the association by proxy or postal vote, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with those rules.
At a meeting at which a resolution proposed as a special resolution is submitted, a declaration by the person presiding that the resolution has been passed as a special resolution shall be evidence of the fact unless, during the meeting at which the resolution is submitted, a poll is demanded in accordance with the rules of the Association or, if the rules do not make provision as to the manner in which a poll may be demanded, by at least 3 members of the association present in person or, where proxies are allowed, by proxy.
If a poll is held, a declaration by the person presiding as to the result of a poll is evidence of the matter so declared.
“the Act” means the Associations Incorporation Act 1987; “the Association” means the Association referred to in Rule 1; “the President” means‐
(a) in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with Rule 12; or
(b) otherwise than in relation to the proceedings referred to in paragraph (a), the person referred to in Rule 11.1(a) or, if that person is unable to perform his or her functions, the Vice President;
“the Commissioner” means the Commissioner for Consumer Protection exercising powers under the Act; “the Committee” means the Committee of Management of the Association referred to in Rule 11.1;
“the Secretary” means the Secretary referred to in Rule 11.1(c)
“the Treasurer” means the Treasurer referred to in Rule 11.1(d)
“the Vice‐President” means the Vice President referred to in Rule 11.1(b)
3. OBJECTS OF ASSOCIATION
The objects of the Association are:
3.1 To assume the Mission and Principles of Skål International as a permanent reference to the individual and collective Skål International activity.
3.2 To develop friendship and common purpose between personnel in the travel and tourist industry.
3.3 To foster goodwill and mutual understanding worldwide through International travel and tourism.
3.4 To encourage and assist in the professional development of all, but especially the young people working in or training for the travel and tourism industry.
3.5 To make members aware of Skål International and Skål International Australia’s activities, benefits and the way they operate.
3.6 To reinforce the recognition of the Skål Club by the Community, the media and the tourism industry.
3.7 To hold social and professional Skål activities thus ensuring an interest for all but especially tourism professionals.
3.8 To incorporate in the Skål Club all genuine tourism professionals who qualify for active
membership and who have the required high ethical business and personal values.
3.9 To form, support and cooperate with youth based Skål International clubs whenever possible.
3.10 To inter‐relate with other Skål International Clubs.
3.11 To develop interpersonal relations.
3.12 To obtain the voluntary participation, assistance and contribution of the Active or Life Members within the offices, functions or activities of the Club
3.13 The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.
4. POWERS OF ASSOCIATION
The powers conferred on the Association are the same as those conferred by section 13 of the Act, so that subject to the Act and any additions, exclusions or modifications inserted below, the Association may do all things necessary or convenient for carrying out its objects and purposes, and in particular, may ‐
4.1 acquire, hold, deal with, and dispose of any real or personal property;
4.2 open and operate bank accounts;
4.3 invest its money ‐
(a) in any security in which trust monies may lawfully be invested; or
(b) in any other manner authorised by the rules of the Association;
4.4 borrow money upon such terms and conditions as the Association thinks fit;
4.5 give such security for the discharge of liabilities incurred by the Association as the Association thinks fit;
4.6 appoint agents to transact any business of the Association on its behalf;
4.7 enter into any other contract it considers necessary or desirable; and
4.8 may act as trustee and accept and hold real and personal property upon trust, but does not have power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene this Act or the rules of the Association.
5. MANAGEMENT OF ASSOCIATION FUNDS
The Association receives funds from administration and membership fees, fund raising, sponsorship, donations and any form of legal income. The Association’s;
5.1 funds are used to pay International and national Commit ee fees, administrative and other expenses such as, but not limited to, development, events, public relations, welcoming guests and conferences.
5.2 Expenses must be approved by the Committee. If this is not possible, the President and Treasurer may take responsibility of approving payment before submitting the expenditure for the approval of the Committee
5.3 Financial obligations are guaranteed only by the Association’s possessions excluding all personal responsibility of the Committee members. However, any committee member that infringes this rule will be held responsible to the Committee, members and Skål movement for the expenses thus incurred.
6. QUALIFICATIONS FOR MEMBERSHIP OF ASSOCIATION
6.1 Active membership of the Skål Club is limited to persons holding managerial or other responsible positions with the travel and tourism industry in an entity as listed in the By‐Laws of Skål International,. Membership is effective upon receipt of approval from Skål International.
6.2 Life Membership and Associate Membership can be granted in accordance with the Statutes of Skål International.
6.3 A person who qualifies must complete an Application for Membership form with the Skål Club which is then forwarded to Skål International for approval which may be granted in writing and with the issue of a Membership Card.
6.4 An applicant whose application for membership of the Skål Club is rejected must, if he or she wishes to appeal against that decision, request the matter be referred to the Committee who may forward the appeal to Skål International.
7. REGISTER OF MEMBERS OF ASSOCIATION
7.1 The Secretary, on behalf of the Skål Club must comply with section 27 of the Act by keeping and maintaining an up to date register of the members and their postal or residential addresses.
7.2 The register must be so kept and maintained at the Secretary’s place of residence or at such other place as the members at a general meeting decide.
7.3 The Secretary must cause the name of a person who dies or who ceases to be a member under
Rule 9 to be deleted from the register of members referred to in Sub‐rule 7.1.
8. SUBSCRIPTIONS OF MEMBERS OF ASSOCIATION
8.1 The committee may from time to time determine the amount of the subscription to be paid by each member.
8.2 Each member must pay to the Treasurer, annually on or before 31 January or such other date as the Committee from time to time determines, the amount of the subscription determined under Sub‐rule 8.1
8.3 Subject to Sub‐rule 8.4, a member whose subscription is not paid within 3 months after the relevant date fixed by or under Sub‐rule 8.2 ceases on the expiry of that period to be a member, unless the Committee decides otherwise.
8.4 A person exercises all the rights and obligations of a member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under Sub‐rule 8.2 or within 3 months thereafter, or such other time as the Committee allows.
9. TERMINATION OF MEMBERSHIP OF THE ASSOCIATION
Membership of the Skål Club may be terminated upon‐
9.1 receipt by the Secretary or another Committee member of a notice in writing from a member of his or her resignation from the Club. Such person remains liable to pay to the Club the amount of any subscription due and payable by that person to the Club but unpaid at the date of termination; or
9.2 non‐payment by a member of his or her subscription within three months of the date fixed by the Committee for subscriptions to be paid, unless the Committee decides otherwise
9.3 expulsion of a member in accordance with Rule 10.
9.4 failure to conform to the requirements as laid down by the Statutes of Skål International
10. SUSPENSION OR EXPULSION OF MEMBERS OF ASSOCIATION
10.1 If the Committee considers that a member should be suspended or expelled from membership of the Association because his or her conduct is detrimental to the interests of the Club, the Committee must communicate, either orally or in writing, to the member‐
(a) notice of the proposed suspension or expulsion and of the time, date and place of the Committee meeting at which the question of that suspension or expulsion will be decided; and
(b) particulars of that conduct,
not less than 30 days before the date of the Committee meeting referred to in paragraph (a).
10.2 At the Committee meeting referred to in a notice communicated under Sub‐rule 10.1, the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, suspend or expel or decline to suspend or expel that member from membership of the Association and must, forthwith after deciding whether or not to suspend or expel that member, communicate that decision in writing to that member.
10.3 Subject to Sub‐rule 10.5, a member has his or her membership suspended or ceases to be a member 14 days after the day on which the decision to suspend or expel a member is communicated to him or her under Sub‐rule 10.2.
10.4 A member who is suspended or expelled under Sub‐rule 10.2 must, if he or she wishes to appeal against that suspension or expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in Sub‐rule 10.3.
10.5 When notice is given under Sub‐rule 10.4‐
(a) the Association in a general meeting, must either confirm or set aside the decision of the Committee to suspend or expel the member, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association in the general meeting; and
(b) the member who gave that notice is not suspended or does not cease to be a member unless and until the decision of the Committee to suspend or expel him or her is confirmed under this Sub‐rule.
11. COMMITTEE OF MANAGEMENT
11.1 Subject to Sub‐rule 11.8, the affairs of the Association will be managed exclusively by a Committee consisting of‐
(a) a President who shall Chair meetings
(b) a Vice‐President who may Chair meetings in the absence of the President
(c) a Secretary;
(d) a Treasurer; and
(e) not less than 2 other persons, all of whom must be members of the Club.
11.2 Committee members must be elected to membership of the Committee at an annual general meeting or appointed under Sub‐rule 11.7.
11.3 Subject to Sub‐rule 11.7, a Committee member’s term will be from his or her election at an annual general meeting until the election referred to in Sub‐rule 11.2 at the next annual general meeting after his or her election, but he or she is eligible for re‐election to membership of the Committee.
11.4 Except for nominees under Sub‐rule 11.6, a person is not eligible for election to membership of the Committee unless a member has nominated him or her for election by delivering notice in writing of that nomination, signed by‐
(a) the nominator; and
(b) the nominee to signify his or her willingness to stand for election,
to the Secretary not less than 30 days before the day on which the annual general meeting concerned is to be held.
11.5 If the number of persons nominated in accordance with Sub‐rule 11.4 for election to membership of the Committee does not exceed the number of vacancies in that membership to be filled‐
(a) the Secretary must report accordingly to; and
(b) the Chairperson must declare those persons to be duly elected as members of the Committee at,
the annual general meeting concerned.
11.6 If vacancies remain on the Committee after the declaration under Sub‐rule 11.5, additional nominations of Committee members may be accepted from the floor of the annual general meeting. If such nominations from the floor do not exceed the number of vacancies the Chairperson must declare those persons to be duly elected as members of Committee. Where the number of nominations from the floor exceeds the remaining number of vacancies on the Committee, elections for those positions must be conducted.
11.7 If a vacancy remains on the Committee after the application of Sub‐rule 11.6, or when a casual vacancy within the meaning of Rule 15 occurs in the membership of the Committee‐
(a) the Committee may appoint a member to fill that vacancy; and
(b) a member appointed under this Sub‐rule will ‐
i. hold office until the election referred to in Sub‐rule 11.2, and
ii. be eligible for election to membership of the Committee,
at the next following annual general meeting.
11.8 The Committee may delegate, in writing, to one to more sub‐committees (consisting of such member or members of the association as the Committee thinks fit) the exercise of such functions of the Committee as are specified in the delegation other than‐
(a) the power of delegation; and
(b) a function which is a duty imposed on the Committee by the Act or any other law.
11.9 Any delegation under Sub‐rule 11.8 may be subject to such conditions and limitations as to the exercise of that function or as to time and circumstances as are specified in the written delegation and the Committee may continue to exercise any function delegated.
11.10 The Committee may, in writing, revoke wholly or in part any delegation under Sub‐rule 11.8.
12. PRESIDENT AND VICE PRESIDENT
12.1 Subject to this rule, the President must preside at all general meetings and Committee meetings.
12.2 In the event of the absence from a general meeting of‐
(a) the President, the Vice‐President; or
(b) both the President and the Vice‐ President,
a member elected by the other members present at the general meeting, must preside at the general meeting.
12.3 In the event of the absence from a Committee meeting of‐
(a) the President, the Vice‐ President; or
(b) both the President and the Vice‐ President,
a Committee member elected by the other Committee members present at the Committee meeting, must preside at the Committee meeting.
13. SECRETARY
The Secretary must‐
13.1 co‐ordinate the correspondence of the Association;
13.2 keep full and correct minutes of the proceedings of the Committee and of the Association;
13.3 comply on behalf of the Association with‐
(a) section 27 of the Act with respect to the register of members of the Association, as referred to in Rule 7;
(b) section 28 of the Act by keeping and maintaining in an up to date condition the rules of the Association and, upon the request of a member of the Association, must make available those rules for the inspection of the member and the member may make a copy of or take an extract from the rules but will have no right to remove the rules for that purpose; and
(c) section 29 of the Act by maintaining a record of ‐
i. the names and residential or postal addresses of the persons who hold the offices of the Association provided for by these rules, including all offices held by the persons who constitute the Committee and persons who are authorised to use the common seal of the Association under Rule 23; and
ii. the names and residential or postal addresses of any persons who are appointed or act as trustees on behalf of the Association,
and the Secretary must, upon the request of a member of the Association, make available the
record for the inspection of the member and the member may make a copy of or take an extract from the record but will have no right to remove the record for that purpose;
13.4 unless the members resolve otherwise at a general meeting, have custody of all books, documents, records and registers of the Association, including those referred to in paragraph (c) but other than those required by Rule 14 to be kept and maintained by, or in the custody of, the Treasurer; and
13.5 perform such other duties as are imposed by these rules on the Secretary.
14. TREASURER
The Treasurer must‐
14.1 be responsible for the receipt of all moneys paid to or received by, or by him or her on behalf of, the Association and must issue receipts for those moneys in the name of the Association;
14.2 pay all moneys referred to in paragraph (a) into such account or accounts of the Association as the Committee may from time to time direct;
14.3 make payments from the funds of the Association with the authority of a general meeting or of the Committee and in so doing ensure that all cheques are signed by himself or herself and at least one other authorised Committee member, or by any two others as are authorised by the Committee;
14.4 comply on behalf of the Association with sections 25 and 26 of the Act with respect to the accounting records of the Association by‐
(a) keeping such accounting records as correctly record and explain the financial transactions and financial position of the Association;
(b) keeping its accounting records in such manner as will enable true and fair accounts of the Association to be prepared from time to time;
(c) keeping its accounting records in such manner as will enable true and fair accounts of the Association to be conveniently and properly audited; and
(d) submitting to members at each annual general meeting of the Association accounts of the Association showing the financial position of the Association at the end of the immediately preceding financial year.
14.5 whenever directed to do so by the Chairperson, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;
14.6 unless the members resolve otherwise at a general meeting, have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraphs (d) and (e); and
14.7 perform such other duties as are imposed by these rules on the Treasurer.
15. CASUAL VACANCIES IN MEMBERSHIP OF COMMITTEE
A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member‐
15.1 dies;
15.2 resigns by notice in writing delivered to the Chairperson or, if the Committee member is the
Chairperson, to the Vice‐Chairperson and that resignation is accepted by resolution of the Committee;
15.3 is convicted of an offence under the Act;
15.4 is permanently incapacitated by mental or physical ill‐health;
15.5 is absent from more than‐
(a) 3 consecutive Committee meetings; or
(b) 3 Committee meetings in the same financial year without tendering an apology to the person presiding at each of those Committee meetings;
of which meetings the member received notice, and the Committee has resolved to declare the office vacant;
15.6 ceases to be a member of the Association; or
15.7 is the subject of a resolution passed by a general meeting of members terminating his or her appointment as a Committee member.
16. PROCEEDINGS OF COMMITTEE
16.1 The Committee must meet together for the dispatch of business not less than nine in each year and the Chairperson, or at least half the members of the Committee, may at any time convene a meeting of the Committee.
16.2 Each Committee member has a deliberative vote.
16.3 A question arising at a Committee meeting must be decided by a majority of votes, but, if there no majority, the person presiding at the Committee meeting will have a casting vote in addition to his or her deliberative vote.
16.4 At a Committee meeting four Committee members constitute a quorum.
16.5 Subject to these rules, the procedure and order of business to be followed at a Committee meeting must be determined by the Committee members present at the Committee meeting.
16.6 As required under sections 21 and 22 of the Act, a Committee member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Committee (except if that pecuniary interest exists only by virtue of the fact that the member of the Committee is a member of a class of persons for whose benefit the Association is established), must‐
(a) as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; and
(b) not take part in any deliberations or decision of the Committee with respect to that contract.
16.7 Sub‐rule 16.6(a) does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the member of the Committee is an employee of the Association.
16.8 The Secretary must cause every disclosure made under Sub‐rule 16.6(a) by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.
17. GENERAL MEETINGS
17.1 The Committee‐
(a) must convene annual general meetings within the time limits provided for the holding of such meetings by section 23 of the Act, that is, in every calendar year within 4 months after the end of the Association’s financial year or such longer period as may in a particular case be allowed by the Commissioner, except for the first annual general meeting which may be held at any time within 18 months after incorporation; and
(b) may at any time convene a special general meeting and must, within 30 days of‐
i. receiving a request in writing to do so from not less than 50% of current financial members , convene a special general meeting for the purpose specified in that request; or
ii. the Secretary receiving a notice under Rule 10.4, convene a general meeting to deal with the appeal to which that notice relates.
17.2 The members making a request referred to in Sub‐rule 17.1(b)i must‐
(a) state in that request the purpose for which the special general meeting concerned is required; and
(b) sign that request.
17.3 If a special general meeting is not convened within the relevant period of 30 days referred to‐
(a) in Sub‐rule 17.1(b)i, the members who made the request concerned may themselves convene a special general meeting as if they were the Committee; or
(b) in Sub‐rule 17.1(b)ii, the member who gave the notice concerned may him or herself convene a special general meeting as if he or she were the Committee.
17.4 When a special general meeting is convened under Sub‐rule 17.3(a) or (b) the Association must pay the reasonable expenses of convening and holding the special general meeting.
17.5 Subject to Sub‐rule 17.7, the Secretary must give to all members not less than 14 days notice of a special general meeting and that notice must specify‐
(a) when and where the general meeting concerned is to be held; and
(b) particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.
17.6 Subject to Sub‐rule 17.7, the Secretary must give to all members not less than 21 days notice of an annual general meeting and that notice must specify‐
(a) when and where the annual general meeting is to be held;
(b) the particulars and order in which business is to be transacted, as follows‐
i. first, the consideration of the accounts and reports of the Committee;
ii. second, the election of Committee members to replace outgoing Committee members; and
iii. third, any other business requiring consideration by the Association at the general meeting.
17.7 A special resolution may be moved either at a special general meeting or at an annual general meeting, however the Secretary must give to all members not less than 21 days notice of the meeting at which a special resolution is to be proposed. In addition to those matters specified in
Sub‐rule 16.5 or 16.6, as relevant, the notice must also include the resolution to be proposed and the intention to propose the resolution as a special resolution.
17.8 The Secretary must give a notice under Sub‐rule 17.5, 17.6 or 17.7 by‐
(a) serving it on a member personally; or
(b) sending it by post to a member at the address of the member appearing in the register of members kept and maintained under Rule 7.
17.9 When a notice is sent by post under Sub‐rule 17.8(b), sending of the notice will be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.
18. QUORUM AND PROCEEDINGS AT GENERAL MEETINGS
18.1 At a general meeting not less than one quarter (25%) of current financial members present in person constitute a quorum.
18.2 If within 30 minutes after the time specified for the holding of a general meeting in a notice given under Rule 17.5 or 17.6‐
(a) as a result of a request or notice referred to in Rule 17.1(b) or as a result of action taken under Rule 17.3 a quorum is not present, the general meeting lapses; or
(b) otherwise than as a result of a request, notice or action referred to in paragraph (a), the general meeting stands adjourned to the same time on the same day in the following week and to the same venue.
18.3 If within 30 minutes of the time appointed by Sub‐rule 18.2(b) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.
18.4 The Chairperson may, with the consent of a general meeting at which a quorum is present, and must, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.
18.5 There must not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.
18.6 When a general meeting is adjourned for a period of 30 days or more, the Secretary must give notice under Rule 17 of the adjourned general meeting as if that general meeting were a fresh general meeting.
18.7 At a general meeting‐
(a) an ordinary resolution put to the vote will be decided by a majority of votes cast on a show of hands, subject to Sub‐rule 18.9; and
(b) a special resolution put to the vote will be decided in accordance with section 24 of the Act as defined in Rule 2, and, if a poll is demanded, in accordance with Sub‐rules 18.9 and 18.11.
18.8 A declaration by the Chairperson of a general meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with Sub‐rule
18.9.
18.9 At a general meeting, a poll may be demanded by the Chairperson or by three or more members present in person and, if so demanded, must be taken in such manner as the Chairperson directs.
18.10 If a poll is demanded and taken under Sub‐rule 18.9 in respect of an ordinary resolution, a declaration by the Chairperson of the result of the poll is evidence of the matter so declared.
18.11 A poll demanded under Sub‐rule 18.9 must be taken immediately on that demand being made.
19. MINUTES OF MEETINGS OF ASSOCIATION
19.1 The Secretary must cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting, as the case requires, in an electronic and secure format kept for that purpose.
19.2 The Chairperson must ensure that the minutes taken of a general meeting or Committee meeting under Sub‐rule 19.1 are checked and signed as correct by the Chairperson of the general meeting or Committee meeting to which those minutes relate or by the Chairperson of the next succeeding general meeting or Committee meeting, as the case requires.
19.3 When minutes have been entered and signed as correct under this rule, they are, until the contrary is proved, evidence that‐
(a) the general meeting or Committee meeting to which they relate (in this Sub‐rule called “the meeting”) was duly convened and held;
(b) all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and
(c) all appointments or elections purporting to have been made at the meeting have been validly made.
20. VOTING RIGHTS OF MEMBERS OF ASSOCIATION
Subject to these rules, each member present in person at a general meeting is entitled to a deliberative vote.
21. PROXIES OF MEMBERS OF ASSOCIATION
Only members are entitled to vote. Proxy or mail votes are not permitted.
22. RULES OF ASSOCIATION
22.1 The Association may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 17, 18 and 19 of the Act, which is as follows‐
(a) Subject to Sub‐rule 22.1(b) and 22.1(e), the Association may alter its rules by special resolution but not otherwise;
(b) Within one month of the passing of a special resolution altering its rules, or such further time as the Commissioner may in a particular case allow (on written application by the Association), the Association must lodge with the Commissioner notice of the special resolution setting out particulars of the alteration together with a certificate given by a
member of the Committee certifying that the resolution was duly passed as a special resolution and that the rules of the Association as so altered conform to the requirements of this Act;
(c) An alteration of the rules of the Association does not take effect until Sub‐rule 22.1(b) is complied with;
(d) An alteration of the rules of the Association having effect to change the name of the association does not take effect until Sub‐rules 22.1(a) to 22.1(c) are complied with and the approval of the Commissioner is given to the change of name;
(e) An alteration of the rules of the Association having effect to alter the objects or purposes of the association does not take effect until Sub‐rules 22.1(a) to 22.1(c) are complied with and the approval of the Commissioner is given to the alteration of the objects or purposes.
22.2 These rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.
23. COMMON SEAL OF ASSOCIATION
23.1 The Association must have a common seal on which its corporate name appears in legible characters.
23.2 The common seal of the Association must not be used without the express authority of the Committee and every use of that common seal must be recorded in an electronic and secure format referred to in Rule 19.
23.3 The affixing of the common seal of the Association must be witnessed by any two of the Chairperson, the Secretary and the Treasurer.
23.4 The common seal of the Association must be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.
24. INSPECTION OF RECORDS, ETC. OF ASSOCIATION
A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.
25. DISPUTES AND MEDIATION
25.1 The grievance procedure set out in this rule applies to disputes under these rules between‐
(a) a member and another member; or
(b) a member and the Association; or
(c) if the Association provides services to non‐members, those non‐members who receive services from the Association, and the Association.
25.2 The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
25.3 If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
25.4 The mediator must be‐
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement‐
i. in the case of a dispute between a member and another member, a person appointed by the Committee of the Association;
ii. in the case of a dispute between a member or relevant non‐member (as defined by Sub‐rule 25.1(c)) and the Association, a person who is a mediator appointed to, or employed with, a not for profit organisation.
25.5 A member of the Association can be a mediator.
25.6 The mediator cannot be a member who is a party to the dispute.
25.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
25.8 The mediator, in conducting the mediation, must‐
(a) give the parties to the mediation process every opportunity to be heard;
(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 to the dispute throughout the mediation process.
25.9 The mediator must not determine the dispute.
25.10 The mediation must be confidential and without prejudice.
25.11 If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
26. DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP OF ASSOCIATION
If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another association incorporated under the Act which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be determined by resolution of the members.