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CONSTITUTION
OF THE
AUSTRALIAN SOCIETY FOR
PERFORMING ARTS HEALTHCARE
(ASPAH)
Associations Incorporation Act 1984 (NSW)
AIMS AND OBJECTIVES
This organisation recognises that all performers, young and old, amateur and professional, have unique needs that may not be met by standard models of health care.
Therefore it promotes:
1. Accessible high quality holistic health care for all performing artists,
2. Education for medical practitioners and other health workers, teachers, performers and students to improve health and well-being,
3. Research across disciplines relevant to this field,
4. A culture of lifelong preventative health care and safety practices,
5. Multidisciplinary discourse among health professionals, educators and performing artists, and
6. Increased community awareness of performing arts health care
In short, our aim is holistic lifespan healthcare for performing artists.
For a copy of this constitution in PDF format click here
TABLE OF CONTENTS
RULES OF THE AUSTRALIAN SOCIETY FOR PERFORMING ARTS HEALTHCARE
PART 1 - PRELIMINARY
1. Definitions
PART 2 – MEMBERSHIP
2. Membership Qualifications
3. Application for Membership
4. Renewal of Membership
5. Cessation of Membership
6. Membership Entitlements Not Transferable
7. Resignation of Membership
8. Register of Members
9. Fees and Subscriptions.
10. Members’ Liabilities
11. Resolution of Internal Disputes
12. Disciplining of Members
13. Right of Appeal of Disciplined Member
PART 3 - THE COMMITTEE
14. Function of the Committee
15. Constitution and Membership
16. Election of the Committee
17. President
18. Vice president
19. Secretary
20. Treasurer
21. Ordinary Members
22. Casual Vacancies
23. Removal of a Member of the Committee
24. Meetings and Quorum
25. Appointment of Proxies
26. Voting and Decision
27. Delegation by Committee
PART 4 - GENERAL MEETINGS
28. Annual General Meetings - Holding of
29. Annual General Meetings - Calling of and Business At
30. Special General Meetings - Calling of
31. Notice
32. Procedure
33. Presiding Member
34. Adjournment
35. Making of Decisions
36. Special Resolution
37. Voting
38. Appointment of Proxies
PART 5 – MISCELLANEOUS
39. Insurance
40. Funds - Source
41. Funds Management
42. Alteration of Objects and Rules
43. Common Seal
44. Custody of Books.
45. Inspection of Books.
46. Service of Notices
47. Remuneration of Members
48. Not for profit
49. Winding up
APPENDIX 1
APPENDIX 2
APPENDIX 3
APPENDIX 4
APPENDIX 5
RULES OF THE AUSTRALIAN SOCIETY FOR PERFORMING ARTS HEALTHCARE
PART 1 - PRELIMINARY
1. Definitions
1.1. In these rules, except in so far as the context or subject-matter otherwise indicates or requires:
(1) “the Society” means the Australian Society for Performing Arts Healthcare .
(2) “member” means a financial member of the Australian Society for Performing Arts Healthcare.
(3) “auditor” means the financial auditor appointed by the committee to undertake an audit of the financial statements of the Society, as requred by the Act, for the previous financial year.
(4) “ordinary member” means a member of the committee who is not an office-bearer.
(5) “the president” means the president of the committee.
(6) “secretary” means:
(a) the person holding office under these rules as secretary or,
(b) where no such person holds that office, the public officer.
(7) “special general meeting” means a general meeting other than an annual general meeting;
(8) “a proxy” means a member who has been appointed in writing to vote on behalf of another member as set out in these rules.
(9) “notice of proxy” means the proxy document by which the proxy is appointed in the form of the document set out in Appendix 3.
(10) “the Act” means the Associations Incorporation Act, 1984; and
(11) “the Regulation” means the Associations Incorporation Regulation, 1985.
(12) “the Committee” means the management committee, also known as the Executive Committee of the Australian Society for Performing Arts Healthcare.
(13) “the Strategic Plan” means a document ratified by the committee which specifies:
(a) the general circumstances of the Society,
(b) the intended goals for the Society in line with the aims and objectives, and
(c) the broad strategies to be used to achieve them over a time period designated within the document.
(14) “the Business Plan” means a document ratified by the committee which describes:
(a) the specific business activities intended by the Society for the financial year specified in the document, and
(b) the allocation of resources (including financial) for the implementation of these activities for the financial year specified in the document.
(15) “a term” means the period inclusive of 2 annual general meetings, from the end of the first annual general meeting to the end of the second annual general meeting, where terms run consecutively and are counted from the first annual general meeting following the adoption of these rules.
(16) “the registered address of a member" shall mean the address of the member as shown in the register of members
(17) “rules of debate” means the rules of debate as defined by Horsley’s Meetings, Procedure, Law and Practice, 4th Edition as outlined in appendix 5.
(18) “into committee” means a relaxation of the rules of debate and the cessation of the recording of minutes, during which time the business of the meeting will be deemed to be temporarily suspended.
(19) “the chief executive officer” means the senior employee of the Society.
1.2. In these rules:
(1) a reference to a function includes a reference to a power, authority or duty and,
(2) a reference to the exercise of a function includes where 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.
PART 2 – MEMBERSHIP
2. Membership Qualifications
2.1. A person is qualified to be a member if, but only if:
(1) 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 at any time after incorporation under the Act; or
(2) the person is a natural person who:
(a) has applied for membership as provided by rule 3, and
(b) has been approved for membership by the committee .
3. Application for Membership
3.1. An application of a person for membership :
(1) shall be made by a person in writing in the form set out in Appendix 1 to these rules, and
(2) shall be lodged with the secretary, and
(3) shall be referred, as soon as practicable, by the secretary to the committee which shall determine whether to approve or to reject the application.
3.2. Where the committee determines to approve a person for membership, the secretary shall, as soon as practicable after that determination, notify the applicant of that approval and request the applicant to pay within the period of 28 days after receipt by the applicant of the notification the sum payable under these rules by a member as entrance fee.
3.3. The secretary shall, on payment by the applicant of the amounts referred to in rule 3.2 within the period referred to in that rule, enter the applicant’s name in the register of members and, upon the name being so entered, the applicant becomes a member .
4. Renewal of Membership
4.1. Renewal of membership:
(1) shall be made by a member in writing in the form set out in Appendix 2 to these rules and a non-refundable annual subscription, and
(2) shall be lodged with the secretary by 31st of December each year.
4.2. The secretary shall, as soon as practicable after receipt of the renewal, notify the person of receipt of the renewal and non-refundable annual subscription.
4.3. The secretary shall, on payment by the person of the subscription referred to in rule 4.2, confirm the person’s name in the register of members.
5. Cessation of Membership
5.1. A person ceases to be a member if the person:
(1) dies,
(2) resigns that membership in accordance with rule 7,or
(3) is expelled, or
(4) fails to renew membership for a period of twelve consecutive months.
6. Membership Entitlements Not Transferable
6.1. A right, privilege or obligation which a person has by reason of being a member :
(1) is not capable of being transferred or transmitted to another person, and
(2) terminates upon cessation of the person’s membership.
6.2. Notwithstanding rule 6.1, any member may appoint a proxy as specified under these rules.
7. Resignation of Membership
7.1. A member is not entitled to resign that membership except in accordance with this rule.
7.2. A member who has paid all amounts payable by the member to the Society in respect of the member’s membership may resign from membership by first giving notice (being not less than 1 month or not less than such other period as the committee may determine) in writing to the secretary of the member’s intention to resign and, upon the expiration of the period of notice, the member ceases to be a member.
7.3. Where a member ceases to be a member pursuant to rule 7.2, and in every other case where a member ceases to hold membership, the secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
8. Register of Members
8.1. The public officer shall establish and maintain a register of members specifying the name and address of each person who is a member together with the date on which the person became a member.
8.2. The register of members shall be kept at the registered address of the Society and shall be open for inspection, free of charge, by any member at any reasonable hour.
9. Fees and Subscriptions.
9.1. A member shall, upon admission to membership pay to the Society an entrance fee which shall be set by the committee at the beginning of each financial year.
9.2. In addition to any amount payable by the member under rule 9.1, a member shall pay to the Society an annual membership fee the amount of which will be set by the committee at the beginning of each financial year.
10. Members’ Liabilities
10.1. The liability of a member to contribute towards the payment of the debts and liabilities of the Society or the cost, charges and expenses of its winding up is limited to the amount, if any, unpaid by the member in respect of membership as required by rule 9.
11. Resolution of Internal Disputes
11.1. Disputes between members (in their capacity as members) and disputes between members and the Society are to be referred to a Community Justice Centre for mediation in accordance with the the Community Justice Centres Act 1983.
11.2. At least 7 days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.
12. Disciplining of Members
12.1. Where the committee is of the opinion that a member:
(1) has persistently refused or neglected to comply with a provision or provisions of these rules, or
(2) has persistently and wilfully acted in a manner that is contrary to the interests of the Society or their constituency ,
the committee may, by resolution:
(3) expel the member from the Society, or
(4) suspend the member from membership for a specified period.
12.2. A resolution of the committee under rule 12.1 is of no effect unless the committee, at a meeting held not earlier than 21 days and not later than 42 days after service on the member of a notice under rule 12.3, confirms the resolution in accordance with this rule.
12.3. Where the committee passes a resolution under rule 12.1, the secretary shall, as soon as practicable, cause a notice in writing to be served on the member:
(1) setting out the resolution of the committee and the grounds on which it is based,
(2) stating that the member may address the committee at a committee meeting to be held not earlier than 14 days and not later than 28 days after service of the notice,
(3) stating the date, place and time of that meeting and
(4) informing the member that the member may do either or both of the following:
(a) attend and speak at that meeting;
(b) submit to the committee at or prior to the date of that meeting written representations relating to the resolution.
12.4. At a meeting of the committee held as referred to in rule 12.3, the committee shall:
(1) give to the member an opportunity to make oral representations,
(2) give due consideration to any representations submitted to the committee by the member at or prior to the meeting, and
(3) by resolution determine whether to confirm or to revoke the resolution.
12.5. Where the committee confirms a resolution under rule 12.4, the secretary shall, within 7 days after than confirmation, by notice in writing inform the member of the fact and of the member’s right of appeal under rule 13.
12.6. A resolution confirmed by the committee under rule 12.4 does not take effect:
(1) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period, or
(2) where within that period the member exercises the right of appeal, unless and until the resolution is confirmed pursuant to rule 13.4.
13. Right of Appeal of Disciplined Member
13.1. A member may appeal at a general meeting against a resolution of the committee which is confirmed under rule 12.4, within 7 days after notice of the resolution is served on the member by lodging with the secretary a notice to that effect.
13.2. Upon receipt of a notice from a member under rule 13.1, the secretary shall notify the committee which shall convene a general meeting to be held within 21 days after the date on which the secretary received the notice.
13.3. At a general meeting convened under rule 13.2:
(1) no business other than the question of the appeal shall be transacted,
(2) the committee and the member shall be given the opportunity to state their respective cases orally or in writing, or both, and
(3) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
13.4. If at the general meeting the Society passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
PART 3 - THE COMMITTEE
14. Function of the Committee
14.1. The committee shall be called the Executive Committee and, subject to the Act, the Regulation and these rules and to any resolution passed by the Society in general meeting:
(1) shall oversee and direct the proper management of the Society, and
(2) may exercise all such functions as may be exercised by the Society other than those functions that are required by these rules to be exercised by a general meeting of members of the Society.
14.2. Notwithstanding rule 14.1, the committee shall, where applicable:
(1) represent and act in the best interest of the members,
(2) meet as required by the act and the constitution,
(3) elect Office Bearers,
(4) appoint a Chief Executive Officer,
(5) consider and approve the Strategic and Business Plans of the Society,
(6) consider and approve annual budgets contained in the Business plan,
(7) set policy in line with the aims and objectives of the Society as set out in the constitution,
(8) install new members and set fees and subscriptions,
(9) receive copies of the minutes of any meetings of the committee and sub-committees,
(10) appoint representatives and delegates to external bodies and committees by instrument in writing.
(11) delegate to sub-committees by instrument in writing
(12) appoint Auditors
(13) receive reports from all appointees
14.3. No member of the committee may be employed by the Society or hold any other position within the Society except where such a committee member
(1) undertakes as member of a sub-committee the exercise of a sub-committee function delegated under rule 32, or
(2) undertakes an appointment as a representative or a delegate to an external body or committee with the assent of the committee.
15. Constitution and Membership
15.1. The committee shall consist of:
(1) the office bearers and
(2) at least 3 and no more than 7 ordinary members,
each of whom shall be confirmed as members of the committee at the annual general meeting pursuant to rule 16.
15.2. The office-bearers shall be:
(1) the president,
(2) the vice-president,
(3) the secretary, and
(4) the treasurer.
15.3. The office bearers shall be nominated from amongst the members of the committee and elected by the members of the committee at the first meeting of the committee after each annual general meeting.
15.4. Each member of the committee except the secretary shall, subject to these rules, hold office for a maximum of three consecutive terms.
15.5. A member, having completed three full consecutive terms,shall be eligible for re-election after the passage of a further term except that they be appointed to the committee as the result of a casual vacancy.
15.6. In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
16. Election of the Committee
16.1. The committee will be elected subject to these rules at the first annual general meeting following the passage of this constitution.
16.2. Nominations of candidates for election to the committee
(1) shall be made in writing as outlined in Appendix 4, signed by any 2 members and accompanied by the written consent of the candidate,
(2) shall be delivered to the registered address of the Society not more than 12 weeks and less than 2 weeks before the date fixed for the holding of the annual general meeting at which the election is to be confirmed, and
(3) shall be endorsed by the auditor subject to these rules.
16.3. If insufficient nominations are received by 2 weeks before the annual general meeting the candidates nominated are taken to be elected and any vacant positions remaining on the committee shall be deemed to be casual vacancies.
16.4. If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.
16.5. 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.
16.6. Where a ballot is tied the elected members of the committee shall hold a secret ballot at the annual general meeting to elect one of the candidates involved in the tie to the committee.
17. President
17.1. It is the function of the president is to:
(1) be the principal spokesperson of the Society,
(2) preside over and ensure the orderly running of the Society,
(3) be conversant with the legal requirements and ramifications of the Act,
(4) be conversant with these rules and standing orders of the Society,
(5) be impartial and consistent in all rulings and decisions,
(6) guard against any abuse, unwitting or otherwise, of the function of the president,
(7) formally sign the minutes of completed committee, special general and annual general meetings.
(8) direct the secretary in the setting of the agenda for committee, special general and annual general meetings.
(9) delegate to the Vice president such functions as are required.
(10) declare any conflict of interest, and where they have any material personal interest in any matter being considered they remove themselves while the matter is being considered and abstain from voting, and
(11) notwithstanding rule 17.1 (1-10), continue to perform the functions of an ordinary member.
18. Vice president
18.1. It is the function of the Vice president is to:
(1) In the absence of the president, take over the function of the president, and
(2) Undertake any function delegated by the president,
(3) Declare any conflict of interest, and where they have any material personal interest in any matter being considered they remove themselves while the matter is being considered and abstain from voting, and,
(4) notwithstanding rule 18.1 (1-3), continue to perform the functions of an ordinary member.
19. Secretary
19.1. The secretary shall as soon as practicable after being appointed as secretary, lodge notice with the Society of his or her address.
19.2. It is the function of the secretary to
(1) ensure compliance with:
(a) any statutory, regulatory or other official requirements,
(b) these rules and any standing orders, and
(c) any previous resolutions.
(2) 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 affirmative proceedings at committee meetings and general meetings,
(3) convene meetings as directed and authorised in acccordance with these rules,
(4) prepare and issue notices of such meetings in accordance with these rules,
(5) prepare agendas for such meetings ,
(6) receive motions which are valid and in order for inclusion in these agendas,
(7) assist the presiding officer in the running of any meeting by:
(a) informing, advising and reminding about these rules, the rules of debate, points of order, the relevant legislation, policy, procedure, standing orders and and previous resolutions,
(b) advising of disparity with the contemplated timetable of the meeting,
(c) carrying out any directions given by the presiding officer for the meeting, and
(d) enforcing any orders given by the presiding officer to the meeting.
(8) assist committee members with matters relevant to their funtion within the committee,
(9) ensure the implementation of any resolutions at committee, special general and annual general meetings,
(10) be the Public Officer,
(11) declare any conflict of interest, and where they have any material personal interest in any matter being considered they remove themselves while the matter is being considered and abstain from voting, and
(12) notwithstanding rule 19.2 (1-11), continue to perform the functions of an ordinary member.
19.3. The secretary shall be required to attend all meetings of the committee unless:
(1) the committee gives the secretary leave not to attend, or
(2) the secretary gives the committee at least 48 hours notice, or
(3) any other unforseen circumstances arise which prevent the secretary’s attendance, and such circumstances are accepted by the committee as reasonable.
20. Treasurer
20.1. It is the function of the Treasurer to ensure that:
(1) all money due to the Society is collected and received and that all payments authorised by the Society are made,
(2) correct books and accounts are kept showing the financial affairs of the Society including full details of all receipts and expenditure connected with the activities of the Society,
(3) all financial reports and statements are prepared, audited, signed and presented as required by the committee and the Act,
(4) declare any conflict of interest, and where they have any material personal interest in any matter being considered they remove themselves while the matter is being considered and abstain from voting, and
(5) notwithstanding rule 20.1 (1-4), continue to perform the functions of an ordinary member.
21. Ordinary Members
21.1. The function of Ordinary Members is to:
(1) attend Meetings of the Executive,
(2) act honestly and with care and diligence,
(3) to consider matters and motions brought before the committee and to vote on them in an informed and a considered manner,
(4) to acquaint themselves on election or appointment with all matters relevant to the function they have within the committee, and
(5) declare any conflict of interest, and where they have any material personal interest in any matter being considered remove themselves while the matter is being considered and abstain from voting.
22. Casual Vacancies
22.1. For the purposes of these rules, a member of the committee is removed and a casual vacancy in the office of a member of the committee occurs if the member:
(1) dies, or
(2) ceases to be a member, or
(3) becomes an insolvent under administration within the meaning of the Corporations Law, or
(4) resigns office by notice in writing given to the secretary, or
(5) is removed from office under rule 28, or
(6) becomes of unsound mind, or
(7) is absent without the consent of the committee from 2 meetings of the committee between annual general meetings.
23. Removal of a Member of the Committee
23.1. The members of a constituency in a constituency meeting may by resolution remove from office the member of the committee who is their representative before the expiration of the member’s term.
23.2. The members in a general meeting may by resolution remove any member of the committee from office before the expiration of the member’s term. .
23.3. The members of the committee may by unanimous resolution of all other members of the committee sitting in person remove any member of the committee from office before the expiration of the member’s term where the committee is of the opinion that a committee member:
(1) has persistently refused or neglected to comply with a provision or provisions of these rules, or
(2) has persistently and wilfully acted in a manner contrary to the interests of the Society or their constituency.
23.4. Notice of any resolution to remove a member of the committee must be given in writing to the secretary at least 28 days prior to the meeting at which the resolution is to be considered. Upon receipt of such a notice, the secretary shall within 7 days notify all members of the committee of the resolution.
23.5. Where a member of the committee to whom a proposed resolution referred to in rule 23.1, 23.2 or 23.3 relates makes representations in writing to the secretary or president and requests that the representations be notified to the members , the secretary or the president may send a copy of the representations to each member 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.
24. Meetings and Quorum
24.1. The committee shall meet at least once in each period between annual general meetings at such place and time or by such method or technology as the president may determine.
24.2. The first meeting after an election shall be convened by the public officer as soon as practicable, who will set as the first item of business of that meeting the election of office bearers. The public officer will preside at this meeting until the election of a president, at which time the public officer will stand down and the president shall preside.
24.3. Additional meetings of the committee may be convened by the president or by any 3 members of the committee.
24.4. Notice of a meeting of the committee shall be given by the secretary to each member of the committee at least 14 days (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.
24.5. Notice of a meeting given under rule 24.4 shall specify the nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
24.6. Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
24.7. No business shall be transacted by the committee unless a quorum is present at all times during the meeting and if within one hour of the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day in the following week.
24.8. If at the adjourned meeting a quorum is not present within one hour of the time appointed for the meeting, the meeting shall be dissolved.
24.9. At a meeting of the committee:
(1) the president or, in the president’s absence, the vice-president shall preside, or
(2) if the president and the vice-president are absent or unwilling to act,one of the remaining members of the committee will be chosen by the members present at the meeting to preside.
24.10. It is the function of the presiding officer to:
(1) preside over and ensure the orderly running and adjournment of the committee meetings,
(2) be informed about and enforce the rules of debate, giving reasonable opportunity for all present who are entitled to speak,
(3) receive and accept properly moved and valid motions and amendments and ensure that all present know exactly what the motion or amendment before the meeting is, especially after prolonged debate,
(4) have a casting vote wherever there is a tied vote,
(5) be impartial and consistent in all rulings and decisions,
(6) allow valid proxies and reject others
24.11. Notwithstanding rule 24.10, the rules of debate will be enforced or not at the absolute discretion of the presiding officer.
24.12. The meeting may be moved at any time into committee by:
(1) the presiding officer, or
(2) the passage of a motion to this effect,
and shall leave committee at the absolute discretion of the president.
24.13. Regardless of rule 24.12, no meeting may remain in committee for more than 60 minutes in total.
24.14. Minutes of proceedings at a meeting shall be signed by the president at the meeting or by the president at the next succeeding meeting.
25. Appointment of Proxies
25.1. Each member shall be entitled to appoint another member as proxy by notice given to the president 30 minutes before the time of the meeting in respect of which the proxy is appointed.
25.2. The notice appointing the proxy shall be in the form set out in Appendix 3 to these rules.
25.3. Upon receipt of the proxy the president shall determine the validity of the proxy and authorise the notice of proxy prior to the commencement of the meeting.
25.4. Should the member who appointed the proxy be in attendence at the meeting referred to in the notice of proxy the proxy is deemed to be revoked.
26. Voting and Decision
26.1. Questions arising at a meeting of the committee or of any sub-committee appointed by the committee shall be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.
26.2. All votes shall be given personally or by proxy but no committee or sub-committee member may hold more than 2 proxy.
26.3. Each committee or sub-committee member present at a meeting of the committee or of any sub-committee appointed by the committee (including the president at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the president may exercise a second or casting vote.
26.4. Subject to rule 26.5, the committee may act notwithstanding any vacancy on the committee.
26.5. 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 notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee
27. Delegation by Committee
27.1. The committee may, by instrument in writing, delegate to one or more people or sub-committees (consisting of such people or members as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:
(1) This power of delegation,
(2) Any function otherwise specified under these rules, and
(3) Any function which is a duty imposed on the committee by the Act or by any other law.
27.2. Notwithstanding rule 27.1, where a delegation is to a sub-committee the sub-committee shall not consist of any members of the committee except where:
(1) there is only one committee member on the sub-committee, and
(2) that committee member shall be the president of the sub-committee, or
(3) that committee member shall have observer status only, or
(4) the committee agrees unanimously to appoint other committee members to the subcommittee.
27.3. A function the exercise of which has been delegated to a person or sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the person or sub-committee in accordance with the terms of the delegation.
27.4. A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of delegation.
27.5. Where a delegation occurs, the person or sub-committee who receives the delegation shall report directly to the committee at a time and in a fashion to be specified by the instrument in writing.
27.6. Notwithstanding any delegation under this rule, the committee may not continue to exercise any function delegated without revoking the delegation of that function.
27.7. 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.
27.8. The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
PART 4 - GENERAL MEETINGS
28. Annual General Meetings - Holding of
28.1. The Society shall, at least once in each calendar year and within the period of 6 months after the expiration of each financial year, convene an annual general meeting of its members.
28.2. Rule 28.1 have effect subject to any extension or permission granted by the Commissioner under the Act.
29. Annual General Meetings - Calling of and Business At
29.1. The annual general meeting shall, subject to the Act and to rule 28, be convened on such date and at such place and time as the committee thinks fit.
29.2. In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be:
(1) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,
(2) to receive from the committee reports upon the activities during the last preceding financial year,
(3) to conduct any required ballot and announce the results of the election of members of the committee,
(4) to receive the Strategic Plan and give members an opportunity to ask questions to the management of the Society, and
(5) to receive and consider the statement and to undertake all actions which is required pursuant to the Act.
29.3. An annual general meeting shall be specified as such in the notice convening it.
30. Special General Meetings - Calling of
30.1. The committee may, whenever it thinks fit, convene a special general meeting .
30.2. The committee shall, on the requisition in writing of not less than 5 (five) members or 5 (five) per cent of the total number of members, which ever is the greater, convene a special general meeting .
30.3. A requisition of members for a special general meeting:
(1) shall state the purpose or purposes of the meeting,
(2) shall be signed by the members making the requisition,
(3) shall be lodged with the secretary, and
(4) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
30.4. The members calling the meeting shall be responsible for the costs of calling and holding the meeting.
30.5. If the committee fails to convene a special general meeting to be held within 21 days after the 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.
30.6. The committee must, if requested by the requisitionists, supply within 5 working days a list of the names and addresses of those entitled to notice.
30.7. A special general meeting convened by members as referred to in rule 30.3 shall be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who thereby incurs expense is entitled to be reimbursed by the Society for any reasonable expense so incurred.
31. Notice
31.1. Except where the nature of the business proposed to be dealt with at a special general meeting requires a special resolution, the secretary shall, at least 14 days before the date fixed for the holding of the special general meeting, cause a notice to be sent to each member at the member’s 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.
31.2. Where the business of the special general meeting is to be:
(1) the removal of a committee member, or
(2) the removal of the auditor
the secretary shall:
(3) immediately supply the committee member or auditor with a copy of the requisition, and
(4) at least 28 days before the date fixed for the holding of the special general meeting, cause to be sent by pre-paid post to each member at the member’s address appearing in the register of members, a special notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
31.3. Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution , the secretary shall, 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 rule 36.1 specifying, in addition to the matter required under rule 36.1, the intention to propose the resolution as a special resolution.
31.4. No business other than that specified in the notice convening a special general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to rule 36.5.
31.5. A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who shall include that business in the next notice calling a general meeting given after receipts of the notice from the member.
32. Procedure
32.1. No item of business shall be transacted at a special general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
32.2. 5 (five) percent of members but no less than 3 (three) 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.
32.3. If within one hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the time and (unless another place is specified at the time of the adjournment by the president at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
32.4. If an the adjourned meeting a quorum is not present within one hour after the time appointed for the commencement of the meeting, the members present (being not less than 7) shall constitute a quorum.
33. Presiding Member
33.1. The president or, in the president’s absence, the vice-president, shall preside at each general meeting .
33.2. If the president and the vice-president are absent from a general meeting or unwilling to act, the members present shall elect one of their number to preside as presiding officer at the meeting.
34. Adjournment
34.1. The presiding officer 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 shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
34.2. Where a general meeting is adjourned for 14 days or more, the secretary shall give written or oral notice of the adjourned meeting to each member stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
34.3. Except as provided in rules 34.1 and 34.2, 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.
35. Making of Decisions
35.1. A question arising at a general meeting shall 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 president 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 , is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
35.2. At a general meeting, a poll may be demanded by the presiding officer or by not less than 5 (five) members present in person or by proxy at the meeting.
35.3. Where a poll is demanded at a general meeting, the poll shall be taken:
(1) immediately in the case of a poll which relates to the election of the president of the meeting or to the question of an adjournment; or
(2) in any other case, in such manner and at such time before the close of the meeting as the president directs,
and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.
35.4. At a general meeting, a secret poll may be demanded by the presiding officer or by not less than 10 (ten) members present in person or by proxy at the meeting.
35.5. Where a secret poll is demanded at a general meeting, the poll shall be taken:
(1) immediately in the case of a secret poll which relates to the election of the president of the meeting or to the question of an adjournment, or
(2) in any other case, in such manner and at such time before the close of the meeting as the president directs,
and the resolution of the secret poll on the matter shall be deemed to be the resolution of the meeting on that matter.
36. Special Resolution
36.1. A resolution is a special resolution if:
(1) it is passed by a majority which comprises not less than three-quarters of such members as vote in person or by proxy at a general meeting of which not less than 21 days’ written notice has been given to all members entitled to vote under these rules specifying the intention to propose the resolution as a special resolution in accordance with these rules, or
(2) where it is made to appear to the Commissioner that it is not possible or practicable for the resolution to be passed in the manner specified in rule 41.1(1), the resolution is passed in a manner specified by the Commissioner.
37. Voting
37.1. Upon any question arising at a general meeting a member has one vote only.
37.2. All votes shall be given personally or by proxy but no member may hold more than 5 proxies.
37.3. In the case of an equality of votes on a question at a general meeting, the president of the meeting is entitled to exercise a second or casting vote.
37.4. A member or proxy is not entitled to vote at any general meeting unless all money due and payable by the member or proxy to the Society has been paid, other than the amount of the annual subscription payable in respect of the then current year.
38. Appointment of Proxies
38.1 |
