Proposed Constitution

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Constitution
SKÅL International Perth Inc.
Registered Number: A1016736P
July 2019
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TABLE OF CONTENTS
PART 1 – PRELIMINARY
1 Terms used
2 Objects of Association

PART 2 – NOT FOR PROFIT BODY
3 Association to be a Not For Profit body

PART 3 – MEMBERS
4 Eligibility for membership
5 Applications for membership
6 Appeal where application is rejected
7 Cessation of membership
8 Subscription Fees
9 Register of Members

PART 4 – DISCIPLINARY ACTION, DISPUTES AND MEDIATION
10 Suspension or expulsion of a member
11 Resolution of Disputes
12 Mediation

PART 5 – COMMITTEE OF MANAGEMENT
13 Powers of Committee of Management
14 Committee of Management
15 Proceedings of Committee

PART 6 – GENERAL MEETINGS
16 Annual General Meetings
17 Special General Meetings
18 Voting rights at general meetings
19 Notice of general meetings
20 Quorum and proceedings at general meetings
21 Election of Committee of Management
22 Minutes of general meetings

PART 7 – GENERAL MATTERS
23 Alterations to Constitution
24 By-laws of the Association
25 Common Seal of Association
26 Inspection of records
27 Prohibition of use of information contained in records
28 Returning the records of the Association
29 Distribution of surplus property on winding-up of Association

SKÅL International Perth Inc
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PART 1 – PRELIMINARY
1. TERMS USED
In these rules, unless the contrary intention appears-
Act is the Associations Incorporation Act 2015
Annual General Meeting is the meeting convened in rule 16;
Committee means the Committee of Management referred to in Rule 13.1
Committee meeting means a meeting referred to in rule 15;
Committee member means person referred to in rule 14;
Convene means to call together for a formal meeting;
Department means the government department with responsibility for administering the Associations Incorporation Act 2015;
Financial year means a period of 12 months commencing on 1st February each year and ending on the 31st January of the next year
Financial records means —
(a) invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and
(b) documents of prime entry; and
(c) working papers and other documents needed to explain — (i) the methods by which financial statements are prepared; and
(ii) adjustments to be made in preparing financial statements;

Financial report, of a tier 2 association or a tier 3 association, has the meaning given in section 63 of the Act;
Financial statements means the financial statements in relation to the Association required under Part 5 Division 3 of the Act;
General meeting means a meeting to which all members are invited;
Member means member of the Association; as named in Part 3;
Ordinary resolution means a vote by members 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
SKÅL International Australia means the Organisation that is of that name which is authorised to act as the Australian co-ordinating entity for Clubs throughout Australia.
SKÅL International refers to the international governing organisation for all clubs worldwide
Special general meeting means a general meeting other than the annual general meeting;
Special resolution has the meaning given by Division 4 Section 51 of the Act, that is a vote of members that purports to change these Rules of Association or relates to the winding up of the association.
Association means the Skål International Perth Inc
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 14.2; or Page 4 of 20

(b) otherwise than in relation to the proceedings referred to in paragraph (a), the person referred to in paragraph (a) of rule 10 (1) 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 14.1;
The Secretary means the Secretary referred to in rule 14.3;
The Treasurer means the Treasurer referred to in rule 14.4;
The Vice-President means the Vice President referred to in rule 14.2.
2. Objects of Association
The objects of the Association are:
2.1 To assume the Mission and Principles of SKÅL International as a permanent reference to the individual and collective SKÅL International activity.
2.2 To develop friendship and common purpose between personnel in the travel and tourist industry.
2.3 To foster goodwill and mutual understanding worldwide through International travel and tourism.
2.4 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.
2.5 To make members aware of SKÅL International and SKÅL International Australia’s activities, benefits and the way they operate.
2.6 To reinforce the recognition of the SKÅL Club by the Community, the media and the tourism industry.
2.7 To hold social and professional SKÅL activities thus ensuring an interest for all but especially tourism professionals.
2.8 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.
2.9 To form, support and cooperate with a youth based SKAL International clubs whenever possible.
2.10 To inter-relate with other SKÅL International Clubs.
2.11 To develop interpersonal relations.
2.12 To obtain the voluntary participation, assistance and contribution of the Active or Life Members within the offices, functions or activities of the Club
PART 2 – ASSOCIATION TO BE NOT FOR PROFIT BODY
3 NOT FOR PROFIT BODY
3.1 The name of the association is Skål International Perth Inc. Page 5 of 20

3.2 The property and income of the Association must be applied solely towards the promotion of the objects or purposes of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to any member, except in good faith in the promotion of those objects or purposes.
3.3 A payment may be made to a member out of the funds of the Association only if it is authorised under sub-rule 3.3.
3.4 A payment to a member out of the funds of the Association is authorised if it is:
(a) the payment in good faith to the member as reasonable remuneration for any services provided to the Association, or for goods supplied to the Association, in the ordinary course of business; or
(b) the payment of interest, on money borrowed by the Association from the member, at a rate not greater than the cash rate published from time to time by the Reserve Bank of Australia; or
(c) the payment of reasonable rent to the member for premises leased by the member to the Association; or
(d) the reimbursement of reasonable expenses properly incurred by the member on behalf of the Association.

PART 3 – MEMBERS
4. ELIGIBILITY FOR MEMBERSHIP OF ASSOCIATION
4.1 Active membership of the SKÅL Club is limited to natural 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.
4.2 Life Membership, Retired Membership, Associate Membership and any other category approved by SKÅL International now or in the future can be granted in accordance with the Statutes of SKÅL International. The Association may include other categories of local Membership such as “Friends of Skal” but such members do not have membership rights at any other SKÅL Club or at SKÅL International or voting rights at a General Meeting of this Association nor can they be on the Committee of Management except in the capacity of an observer as under rule 15(e).
4.3 A person who qualifies and completes 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.
5 APPLICATIONS FOR MEMBERSHIP
5.1 A person who wants to become a Member must:
(a) apply in writing to the Association specifying the class of membership being applied for
(b) be nominated for membership by a current Member.
5.2 All application forms must be signed by the Applicant and the nominee.
5.3 On or prior to induction into the Association as a member in any category, the new member must be provided with a copy of this constitution by:
(i) Hard copy delivered by hand or mail
(ii) email Page 6 of 20

(iii) providing details of a website where this constitution may be downloaded by the member.

6. APPEAL AGAINST REJECTION OF MEMBERSHIP
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 Australia.
7. CESSATION OF MEMBERSHIP
7.1 A person ceases to be a member when any of the following takes place if:
(a) the individual dies;
(b) the person resigns from the Association under rule 7.2;
(c) the person is expelled from the Association under rule 10
(d) the person ceases to be a member under rule 8.3.
(e) the person changes occupation and no longer meets the eligibility criteria for membership in the first instance and is advised by the board that renewal of membership is not appropriate or a change of membership category will be necessary. The membership continues to the end of the financial year in which the change took place.

7.2 (a) A Member who has paid all amounts payable by the Member to the Association in respect of their membership, may resign from membership by giving written notice of their resignation to the Secretary.
(b) The Member resigns:
(i) at the time the Secretary receives the notice; or
(ii) if a later time is stated in the notice, at that later time.
(c) Any Member who resigns from the Association remains liable to pay to the Association any outstanding fees which may be recovered as a debt due to the Association by the Member.
7.3 The rights of a member are not transferable and cease when the membership ceases.
7.4 The secretary must keep record, for one year after a person ceases to be a member, of:
(a) the date on which the person ceased to be a member; and
(b) the reason why the person ceased to be a member.

8. SUBSCRIPTION FEES
8.1 The committee may from time to time determine the amount of the subscription to be paid by each member for the financial year or balance of the financial year.
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 (4), a member whose subscription is not paid within 3 months after the relevant date fixed by or under sub-rule (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. Page 7 of 20

9. REGISTER OF MEMBERS OF ASSOCIATION
9.1 Maintain a Register
(a) The Secretary must maintain or cause to be maintained a register of Members and make sure that the Register is up to date
(b) Changes in membership of the Association must be recorded in the Register within 28 days after the change occurs.
(c) The Secretary must be kept and maintained at the Secretary’s place of residence or at such other place as the committee decides.
9.2 The Register must contain:
(a) the full name of each Member;
(b) a contact postal, residential or email address of each Member;
(c) the class of membership held by the Member; and
(d) the date on which the person became a Member;
9.3 Inspecting the Register
(a) Any Member is able to inspect the Register free of charge, at such time and place as is mutually convenient to the Association and the Member.
(b) A Member must contact the Secretary to request to inspect the Register.
(c) The Member may make a copy of details from the Register but has no right to remove the Register for that purpose.
9.4 Copy of the Register
(a) A Member may make a request in writing for a copy of the Register.
(b) The Committee may require a Member who requests a copy of the Register to provide a statutory declaration setting out the purpose of the request and declaring that the purpose is connected with the affairs of the Association.
(c) The Association may charge a reasonable fee to the Member for providing a copy of the Register, the amount to be determined by the Committee from time to time. (iv) relates to the provision of information to the Commissioner in accordance with a requirement of the Act.

9.5 When Using the Information in the Register is Prohibited
A Member must not use or disclose the information on the Register:
(a) to gain access to information that a Member has deliberately denied them (that is, in the case of social, family or legal differences or disputes);
(b) to contact, send material to the Association or a Member for the purpose of advertising for political, religious, charitable or commercial purposes unless the use of the information is approved by the Committee, or
(c) for any other purpose unless the purpose:
(i). is directly connected with the affairs of the Association
(ii) Relates to the interest in common held by members by virtue of their qualification for membership Page 8 of 20

PART 4 – DISCIPLINARY ACTION, DISPUTES AND MEDIATION
10. SUSPENSION OR EXPULSION OF A MEMBERS
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 immediately on communication by any means to him or her of the decision 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 ppeal 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 decision of the Committee and the suspension of the member will stand until the decision of the Committee to suspend or expel him or her is confirmed under this sub-rule.
(c) the Association is not under any obligation to convene a Special General Meeting for this purpose and may defer the matter until the next general meeting.

11 RESOLUTION OF DISPUTES (a) who is a party to the dispute; and
(b) who ceases to be a member within 6 months before the dispute has come to the attention of each party to the dispute.

11.1 Terms used in this Section —
grievance procedure means the procedures set out in this section;
party to a dispute includes a person – Page 9 of 20

(a) between members; or
(b) between one or more members and the Association.

11.2 The procedure set out in this Section (the grievance procedure) applies to disputes —
11.3 The parties to a dispute must attempt to resolve the dispute between themselves within 14 days after the dispute has come to the attention of each party.
11.4. The following Grievance Procedure will apply
(a) If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 11.3, any party to the dispute may start the grievance procedure by giving written notice to the secretary of —

(i) the parties to the dispute; and
(ii) the matters that are the subject of the dispute.
(b) Within 28 days after the secretary is given the notice, a committee meeting must be convened to consider: (i) whether the matter is one that is relevant to the association and should be considered by the Committee
(ii) determine the dispute.

(c) The secretary must give each party to the dispute written notice of the committee meeting at which the dispute is to be considered and determined at least 7 days before the meeting is held.

(d) The notice given to each party to the dispute must state (i) when and where the committee meeting is to be held; and
(ii) that the party, or the party’s representative, may attend the meeting and will be given a reasonable opportunity to make written or oral (or both written and oral) submissions to the committee about the dispute.

a (e) The committee must not determine the dispute if (i) the dispute is between one or more members and the Association; and
a (ii) any party to the dispute gives written notice to the secretary stating that the party (i) does not agree to the dispute being determined by the committee; and
a (ii) requests the appointment of a mediator under rule 12,
a
a

11.5 Determination of dispute by committee
(a) At the committee meeting at which a dispute is to be considered and determined, the committee must — (i) give each party to the dispute, or the party’s representative, a reasonable opportunity to make written or oral (or both written and oral) submissions to the committee about the dispute; and
(ii) give due consideration to any submissions so made; and
(iii) determine the dispute.

(b) The committee must give each party to the dispute written notice of the committee’s determination, and the reasons for the determination, within 7 days after the committee meeting at which the determination is made.
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(c) A party to the dispute may, within 14 days after receiving notice of the committee’s determination under sub-rule 11.5(b), give written notice to the secretary requesting the appointment of a mediator under rule 12.

(d) If notice is given under sub-rule 11.5(b), each party to the dispute is a party to the mediation. (a) by a member under sub-rule 11.5(c); or
(b) by a party to a dispute under rule 11.

12. MEDIATION
12.1 Mediation will be undertaken if written notice has been given to the secretary requesting the appointment of a mediator —
If this process applies, a mediator must be chosen or appointed.
12.2 Appointment of mediator
(a) The mediator must be a person chosen — (a) if the appointment of a mediator was requested by a member under rule 11.5(c) — by agreement between the Member and the committee; or
(b) if the appointment of a mediator was requested by a party to a dispute under rule 11, by agreement between the parties to the dispute.

(b) If there is no agreement for the purposes of sub-rule 12.1(a) or 12.1(b), then, subject to sub-rules 12.1(3) and 12.1(4), the committee must appoint the mediator.

(c) The person appointed as mediator by the committee must be a member or former member of the Association but must not: (a) have a personal interest in the matter that is the subject of the mediation; or
(b) be biased in favour of or against any party to the mediation.

12.3. Mediation Process
The parties to the mediation must attempt in good faith to settle the matter that is the subject of the mediation.
(a) Each party to the mediation must give the mediator a written statement of the issues that need to be considered at the mediation at least 5 days before the mediation takes place.

(b) In conducting the mediation, the mediator must —
(a) give each party to the mediation every opportunity to be heard; and
(b) allow each party to the mediation to give due consideration to any written statement given by another party; and
(c) ensure that natural justice is given to the parties to the mediation throughout the mediation process.

(c) The mediator cannot determine the matter that is the subject of the mediation.

(d) The mediation must be confidential, and any information given at the mediation cannot be used in any other proceedings that take place in relation to the matter that is the subject of the mediation.
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(e) The costs of the mediation are to be paid by the party or parties to the mediation that requested the appointment of the mediator. (i) mediation takes place because a member whose membership is suspended or who is expelled from the Association gives notice under rule 11.5(c) and
(ii) as the result of the mediation, the decision to suspend the member’s membership or expel the member is revoked,

(f) If mediation results in decision to suspend or expel being revoked and
that revocation does not affect the validity of any decision made at a committee meeting or general meeting during the period of suspension or expulsion.
PART 5 – COMMITTEE OF MANAGEMENT
13 POWERS OF THE COMMITTEE OF MANAGEMENT
13.1 Committee of Management
(a) The committee is the group of members who, as the management committee of the Association, have the authority to manage the affairs of the Association according to the provisions of this constitution.
(b) The Committee is the body that has the responsibility of ensuring that the Association complies with the Act, these rules and the by-laws (if any).

13.2 Powers of the Management Committee
The powers conferred on the Committee are the same as those conferred by section 14 of the Act, so that subject to the Act and any additions, exclusions or modifications inserted below, the Committee may do all things necessary or convenient for carrying out its objects and purposes, and in particular, may –
(a) acquire, hold, deal with, and dispose of any real or personal property;
(b) open and operate bank accounts;
(c) invest its money –
(i) in any security in which trust monies may lawfully be invested; or
(ii) in any other manner authorised by the rules of the Association;
(d) borrow money or obtain credit upon such terms and conditions as the Association thinks fit;
(e) give such security for the discharge of liabilities incurred by the Association as the Committee thinks fit;
(f) appoint agents to transact any business of the Association on its behalf;
(g) enter into contracts and agreements or to join or cooperate with any person or entity it considers necessary or desirable to further the objects of the organisation
(h) to form sub-committees which may include Committee members, members or non-members providing that the sub-committee is presided over by a Committee member Page 12 of 20

(i) The Committee may delegate, in writing, to one to more sub-committees 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 duly imposed on the Committee by the Act or any other law.

(c) Any delegation under this rule 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.
(j) 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.
14 Committee of Management
14.1 The affairs of the Association will be managed exclusively by a Committee of members consisting of-
(a) a President who shall preside at meetings
(b) a Vice-President who may preside at 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 Association.
(f) the Immediate Past President of the Association
14.2 President & Vice President
(a) The Club President should preside at all General Committees and Committee Meetings and is entrusted with the duties of executing the decisions of the Annual General Meeting and the Committee of Management and ensuring that the Club functions effectively and efficiently.
(b) The President is the Club’s official and legal representative. However, all documents legally binding on the Club must bear the signature of the President jointly with that of one of the other Board members.
(c) The President may, if necessary, delegate part of his presidential duties to a Vice President or any other Officer of the Board.
(d) The President will make a report to the Annual General Meeting on the activities of the Club and its Board.
(e) The President is entrusted with ensuring that the Club extends a warm welcome to every visiting league and that they are offered all assistance during their visit.
(f) The main task of a Vice President shall be to assist the President in the execution of his duties and deputise for him whenever the necessity arises.

14.3 Secretary
The Secretary must:
(a) co-ordinate the correspondence of the Association;
(b) liaise with the President regarding the business to be conducted at any committee meeting or general meeting
(c) prepare the notices required for meetings and for business to be conducted at the meetings
(d) keep full and correct minutes of the proceedings of the Committee and of the Association;
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(e) comply on behalf of the Association with section 53(1) of the Act with respect to the register of members of the Association, as referred to in rule 9.1;
(f) maintain a record of members of the committee and other persons authorised to act on behalf of the association under section 58(2) of the Act
(g) comply on behalf of the Association with keeping and maintaining in an up to date condition the rules of the Association as required by Section 35(1) of the Act
(h) unless another member is authorised by the Committee to do so, have safe custody of all books, documents, records and registers of the Association, but excluding those required by sub-rule 14.4 to be kept and maintained by, or in the custody of, the Treasurer; and
(i) carry out any other duty given to the secretary under these rules or by the committee.

14.4 Treasurer
The Treasurer must:
(a) 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 maintain records of those receipts in the name of the Association;
(b) 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;
(c) 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 payments are authorised by himself or herself and at least one other authorised Committee member, or by any two others as are authorised by the Committee:
(d) comply on behalf of the Association with Sections 74, 75 and 76 of the Act as it relates to a tier 3 association as defined in section 64(3) with respect to the financial statements and reports of the Association by:

(i) keeping such accounting records as correctly record and explain the financial transactions and financial position of the Association;
(ii) keeping its accounting records in such manner as will enable true and fair accounts of the Association to be prepared from time to time;
(iii) keeping its accounting records in such manner as will enable true and fair accounts of the Association to be conveniently and properly audited; and
(iv) 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.
(e) whenever directed to do so by the President submit to the Committee a report, balance sheet or financial statement in accordance with that direction;
(f) 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
(j) (g) perform such other duty given to the treasurer under these rules or by the committee.

.
14.5. Casual Vacancy
A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member-
(a) dies; Page 14 of 20

(b) 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;
(c) is convicted of an offence under the Act;
(d) is permanently incapacitated by mental or physical ill-health;
(e) is absent from more than-
(i) 3 consecutive Committee meetings; or
(ii) 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;
(f) ceases to be a member of the Association; or
(g) is the subject of a resolution passed by a general meeting of members terminating his or her appointment as a Committee member.
(h) The Committee may co-opt a member who meets the eligibility criteria to be a member of the Committee to the Committee to fill a casual vacancy until the next Annual General Meeting
(i) Co-opted members of the Committee shall have the same rights, duties, obligations and responsibilities as members elected to the Committee and no differentiation, other than the method of appointment, shall be made between co-opted and elected members of the committee
15 Proceedings of Committee
(a) The Committee must meet together for the dispatch of business not less than nine times 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.
(b) Each Committee member has a deliberative vote.
(c) 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.
(d) At a Committee meeting four Committee members constitute a quorum.
(e) The officers may be assisted by members who may attend the committee meetings as observers with the right to express opinions but not to vote. They may not be counted in the constitution of a quorum.
(f) 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.
(g) 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
(h) 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 may not vote or be present at the vote of the Committee with respect to that contract but may address the committee at the discretion of the President.
(i) Sub-rule 15.5(g) 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.
(j) The Secretary must cause every disclosure made under sub-rule 15.5(g) by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made. Page 15 of 20

PART 6 – GENERAL MEETINGS
16. Annual General Meetings
16.1 The Annual General Meeting shall be held prior to 31st March each year.
16.2 The ordinary business of the Annual General Meeting shall be:
(a) Welcome
(b) Apologies
(c) Confirm the minutes of the previous Annual General Meeting and any Special General Meeting held since if those minutes have not already been confirmed
(d) Consider matters arising from the meeting described in (c) above
(e) Receive and consider:
(i) President’s Report for preceding year
(ii) Treasurer’s Report for preceding year
i (ii) Other reports at the discretion of the President
ii (iii) Election of committee members
iii (iv) Appointment of Auditor
iv (v) Consider any special or other business of which notice has been given in accordance with this constitution
v (vi) General business at the absolute discretion of the President.

17. Special General Meetings
17.1 The Committee-
(a) may at any time convene a special general meeting;
(b) may on the Secretary receiving a notice under sub-rule 10.4 and 10.5
(i) convene a general meeting to deal with the appeal to which that notice relates or
(ii) include the matter in the agenda of the next general meeting.
(c) must convene a special general meeting within 30 days of receiving a request in writing to do so from not less than 20% of current financial members , for the purpose specified in that request.
17.2 The members making a request referred to in sub-rule 17.1(c) 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 in sub-rule 17.1(c), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee;
18. VOTING RIGHTS AT GENERAL MEETINGS
(a) Subject to these rules, each member present in person at a general meeting is entitled to a deliberative vote.
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(b) A member may not appoint in writing another member to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any general meeting.

19. NOTICE OF GENERAL MEETINGS
19.1 The Secretary must give to all members not less than 14 days’ notice of a general meeting.
19.2 The notice of a general meeting 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.
19.3 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 19.2 as relevant, the notice must also include the resolution to be proposed and the intention to propose the resolution as a special resolution.
19.4 The Secretary must give a notice under sub-rule 19.1, 19.2 and 19.3
(a) serving it on a member personally; or
(b) email to the email address appearing in the register of members; or
(b) sending it by post to a member at the address of the member appearing in the register of members. When a notice is sent by post, 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.
20. QUORUM AND PROCEEDINGS AT GENERAL MEETINGS
20.1 At a general meeting not less than 25% of current financial active, retired and associate members present in person constitute a quorum.
20.2 If within 30 minutes after the time specified for the holding of a general meeting in a notice given under sub-rule 19.2 a quorum is not present, the general meeting lapses the general meeting stands adjourned to the same time on the same day in the following week and to the same venue.
20.3 If within 30 minutes of the time appointed by sub-rule 20.2 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.
20.4 The President 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.
20.5 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.
20.6 When a general meeting is adjourned for a period of 30 days or more, the Secretary must give notice under rule 19 of the adjourned general meeting as if that general meeting were a fresh general meeting.
20.7 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 20.9 and
(b) A special resolution must be passed by a majority of not less than three-fourths (75%) of the members of the association who are present at the general meeting and who are entitled under the rules of the association to vote. Page 17 of 20

20.8 A declaration by the President 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 20.9.
20.9 At a general meeting, a poll may be demanded by the President or by three or more members present in person and, if so demanded, must be taken in such manner as the President directs.
20.10 If a poll is demanded and taken under sub-rule 20.9 in respect of an ordinary resolution, a declaration by the President of the result of the poll is evidence of the matter so declared.
20.11 A poll demanded under sub-rule 20.9 must be taken immediately on that demand being made.
20.12 20.13 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.
20.14 If a poll is held, a declaration by the President as to the result of a poll is evidence of the matter so declared.
21. ELECTION OF COMMITTEE
All committee members have to be elected at an Annual General Meeting unless subsequently co-opted by the committee to a position under Rule 14.1 or sub-rule 21.1.h below.
21.1 Nomination of Committee Members
a. The Secretary will call for nominations for members of the committee at least 21 days prior to the Annual General Meeting. The call for nominations may be contained in the Notice of Meeting.
b. Nominations shall be in writing, specifying the office for which the person is being nominated and signed by the nominee. A person may be nominated for more than one position but once elected to an office, the remaining nominations lapse. A person may nominate himself.
c. Nominations must be received by the Secretary not less than 7 days prior to the meeting at which the election will take place.
d. Members who have been members of Skal, in this Association or another affiliated with Skal International, for a minimum of one year are eligible to be members of the Committee
e. The Act requires that only suitable persons may be responsible for running an incorporated association and undischarged bankrupts or persons who have a specified criminal conviction as detailed in the Act are not eligible to be nominated to be a member of the committee unless they have been approved by the Commissioner for Consumer Protection.
f. Retired members may not nominate for representative positions, which are specifically the position of President or Vice President but may nominate for any other position.
g. Should insufficient nominations be received in writing, the President may call for nominations from members who are present at the meeting and who indicate acceptance of the nomination
h. Should there still be insufficient nominations to fill the positions, the Committee may co-opt members to the vacant positions
21.2 Terms of Office
a. The term of office of President shall be two years
b. The term of office of Vice President shall be one year with possible annual re-election for one more year Page 18 of 20

c. The term of other members of the board (except secretary) shall be one year with possible annual re-election up to a maximum period of six years
d. The term of office of Secretary is one year with possible annual re-election for an indefinite number of years
21.3 Election Procedure
a. A separate election must be held for each of the offices of President, Vice President, Secretary and Treasurer.
b. Other committee positions may be decided in one election
c. If only one member has nominated for a position, the President of the meeting must declare the member elected to the position
d. If more than one member has nominated for a position, the members must vote by secret ballot. The candidates who obtains an absolute majority (50% + 1 of the valid votes cast) are elected. If a second ballot is required the winner is the candidate who obtains a simple majority.
e. Each member who is present at the meeting including the nominees for positions may cast one vote
f. The committee prior to the election remains in place until the closure of the meeting.
22.MINUTES OF GENERAL MEETINGS
(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 a minute book kept for that purpose.
(2) The President must ensure that the minutes taken of a general meeting or Committee meeting under sub-rule (1) are checked and signed as correct by the President of the general meeting or Committee meeting to which those minutes relate or by the President of the next succeeding general meeting or Committee meeting, as the case requires.
(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.
Part 7 – GENERAL MATTERS
23. RULES OF ASSOCIATION
23.1 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 23.1(d) and 23.1(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
Page 19 of 20

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 23.1(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 23.1(a) to 23.1(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 23.1(a) to 23.1(c) are complied with and the approval of the Commissioner is given to the alteration of the objects or purposes

23.2 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.
24. BY-LAWS OF THE ASSOCIATION
24.1 The Members of the Association may make, amend and repeal by-laws for the management of the Association by Ordinary Resolution at a General Meeting provided that the by-laws are not inconsistent with the Rules or the Act.
24.2 Should the Association adopt the rules of another organisation as by-laws and those rules include provisions that conflict with the Act or this constitution, the Act and this constitution shall prevail but all other provisions shall stand.
24.3 The by-laws made under rule 25.1:
(a) Do not form part of the Rules;
(b) May make provision for:
(i) classes of Membership and the rights and obligations that apply to each class of Membership;
(ii) requirements for financial reporting, financial accountability or audit of accounts in addition to those prescribed by the Act and the Rules;
(iii) restrictions on the powers of the Committee including the power to dispose of assets;
(iv) a requirement for members to hold a specified educational, trade or professional qualification; and
(v) any other matter that the Association considers necessary or appropriate; and
(c) Must be available for inspection by Members.
25. COMMON SEAL OF ASSOCIATION
(1) The Association must have a common seal on which its corporate name appears in legible characters.
(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 the minute book referred to in sub-rule 14.3.
(3) The affixing of the common seal of the Association must be witnessed by any two of the Chairperson, the Secretary and the Treasurer. Page 20 of 20

(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.
26. INSPECTION OF RECORDS, ETC. OF ASSOCIATION
(a) Subject to these rules, a Member is able to inspect the Books of the Association free of charge at such time and place as is mutually convenient to the Association and the Member.
(b) A Member must contact the Secretary to request to inspect the Books of the Association.
(c) The Member may copy details from the Books of the Association but has no right to remove the Books of the Association for that purpose.

27. PROHIBITION ON USE OF INFORMATION IN THE BOOKS OF THE ASSOCIATION
(a) A Member must not use or disclose information in the Books of the Association except for a purpose:
(i) that is directly connected with the affairs of the Association; or
(ii) related to the provision of the information to the Commissioner in accordance with a requirement of the Act.

28. RETURNING THE BOOKS OF THE ASSOCIATION
Outgoing Committee Members are responsible for transferring all relevant assets and Books of the Association to the new Committee within 14 days of ceasing to be a Committee Member.
29.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 SKÅL Club affiliated with SKÅL International Australia and incorporated under the Act or if no such club exists an 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.