Associations Incorporation Regulations 2009
i
Associations Incorporation Regulations 2009
S.R. No. 85/2009
TABLE OF PROVISIONS
Regulation Page
PART 1—PRELIMINARY 1
1 Objectives 1
2 Authorising provision 1
3 Revocation 2
4 Definitions 2
PART 2—PARTICULARS 3
5 Particulars for application for incorporation 3
6 Particulars of certificate of incorporation 3
7 Particulars for application for incorporation by company,
co-operative, society etc. 4
8 Particulars for application for change of name 5
9 Verification of application 5
10 Particulars for appointment of public officer 5
11 Particulars for annual statement by public officer 6
12 Particulars for notice of special resolutions approving
amalgamation of incorporated associations 6
13 Particulars for application for incorporation as an amalgamated
incorporated association 7
PART 3—TRANSFER OF INCORPORATION 8
14 Prescribed body corporate 8
PART 4—FORMS 9
15 Forms 9
PART 5—MISCELLANEOUS 10
16 Inspection of prescribed documents 10
17 Infringement notices for prescribed offences 10
18 Model rules 11
19 Attachments 11
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SCHEDULES 12
SCHEDULE 1—Revoked Regulations 12
SCHEDULE 2—Forms 13
Form 1—Application for Recording in the Register 13
Form 2—Caveat Against Making of Recordings in the
Register/Creation of Folio 14
Form 3—Notice to Produce Documents, Attend before an Inspector
and Answer Questions 15
Form 4—Acknowledgment of Consent to Entry and Search 16
SCHEDULE 3—Prescribed Offences—Provisions, Descriptions
and Penalties 17
SCHEDULE 4—Model Rules for an Incorporated Association 20
1 Name 20
2 Definitions 20
3 Alteration of the rules 21
4 Membership, entry fees and subscription 21
5 Register of members 23
6 Ceasing membership 23
7 Discipline, suspension and expulsion of members 23
8 Disputes and mediation 26
9 Annual general meetings 28
10 Special general meetings 28
11 Special business 29
12 Notice of general meetings 30
13 Quorum at general meetings 30
14 Presiding at general meetings 31
15 Adjournment of meetings 31
16 Voting at general meetings 32
17 Poll at general meetings 32
18 Manner of determining whether resolution carried 33
19 Proxies 33
20 Committee of management 33
21 Office holders 34
22 Ordinary members of the committee 35
23 Election of officers and ordinary committee members 35
24 Vacancies 36
25 Meetings of the committee 36
26 Notice of committee meetings 37
27 Quorum for committee meetings 37
28 Presiding at committee meetings 37
29 Voting at committee meetings 38
30 Removal of committee member 38
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31 Minutes of meetings 39
32 Funds 39
33 Seal 39
34 Notice to members 40
35 Winding up 40
36 Custody and inspection of books and records 40
__________________
APPENDIX 1—Application for Membership of (Name of the
Association) 41
APPENDIX 2—Form of Appointment of Proxy for Meeting of
Association Convened under Rule 7(7) 42
APPENDIX 3—Form of Appointment of Proxy 43
APPENDIX 4—Schedule of Fees 44
═══════════════
ENDNOTES 45
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1
STATUTORY RULES 2009
S.R. No. 85/2009
Associations Incorporation Act 1981
Associations Incorporation Regulations 2009
The Governor in Council makes the following Regulations:
Dated: 28 July 2009
Responsible Minister:
TONY ROBINSON
Minister for Consumer Affairs
TOBY HALLIGAN
Clerk of the Executive Council
PART 1—PRELIMINARY
1 Objectives
The objectives of these Regulations are—
(a) to prescribe particulars and forms for the
purposes of the Associations Incorporation
Act 1981;
(b) to provide for model rules of incorporated
associations;
(c) to make provision for other matters that are
necessary for carrying out or giving effect to
that Act.
2 Authorising provision
These Regulations are made under section 54 of
the Associations Incorporation Act 1981.
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Part 1—Preliminary
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3 Revocation
The Regulations set out in Schedule 1 are
revoked.
4 Definitions
In these Regulations the Act means the
Associations Incorporation Act 1981.
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Part 2—Particulars
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PART 2—PARTICULARS
5 Particulars for application for incorporation
For the purposes of section 5(a)(iv) of the Act, the
prescribed particulars are⎯
(a) the registered address of the proposed
incorporated association;
(b) the postal address of the proposed
incorporated association;
(c) the name, address and contact telephone
number (if available) for the public officer;
(d) the number of members at the time of
application;
(e) the estimated gross annual revenue of the
proposed incorporated association in its first
financial year;
(f) the value of the assets of the proposed
incorporated association at the time of
application.
6 Particulars of certificate of incorporation
For the purposes of section 7(1) of the Act, the
prescribed particulars are⎯
(a) the name of the incorporated association;
(b) the registration number of the incorporated
association;
(c) the date on which the association was
incorporated.
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7 Particulars for application for incorporation by
company, co-operative, society etc.
For the purposes of section 10(3)(c) of the Act,
the prescribed particulars are⎯
(a) the name of the company, co-operative,
society, association, institution or body and
if applicable, the Act or regulation under
which it was incorporated, formed or
registered;
(b) if the applicant company, co-operative,
society, association, institution or body has
a registration number or other unique
identifier, that number or identifier;
(c) the registered address of the proposed
incorporated association;
(d) the number of members of the company,
co-operative, society, association, institution
or body at the time of application;
(e) the gross annual revenue of the company,
co-operative, society, association, institution
or body in the preceding financial year;
(f) the estimated gross annual revenue of the
company, co-operative, society, association,
institution or body in the current financial
year;
(g) the value of the assets of the company,
co-operative, society, association, institution
or body at the time of application;
(h) the postal address of the proposed
incorporated association.
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8 Particulars for application for change of name
(1) For the purposes of section 13(3) of the Act, the
prescribed particulars are⎯
(a) the name of the incorporated association;
(b) the registration number of the incorporated
association;
(c) the proposed new name of the incorporated
association;
(d) the date of the general meeting of the
incorporated association;
(e) the name and address of the public officer.
(2) For the purposes of section 13(3)(a) of the Act,
the prescribed period is one month.
9 Verification of application
For the purposes of section 13(3)(c) of the Act,
the prescribed form of verification is a statement
made by the public officer declaring that the
special resolution for the change of name was
passed at a general meeting of the incorporated
association.
10 Particulars for appointment of public officer
For the purposes of section 28 of the Act, the
prescribed particulars are⎯
(a) the name of the incorporated association;
(b) the registration number of the incorporated
association;
(c) the telephone number of the public officer
(if available);
(d) the date of appointment of the public officer.
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11 Particulars for annual statement by public officer
For the purposes of section 30(4)(a) of the Act,
the prescribed particulars are⎯
(a) the name of the incorporated association;
(b) the registration number of the incorporated
association;
(c) the date of the annual general meeting;
(d) the financial year to which the statement
refers;
(e) the name and address of the public officer;
(f) the number of members of the incorporated
association at the end of the financial year.
12 Particulars for notice of special resolutions
approving amalgamation of incorporated
associations
For the purposes of the notice under
section 31(3)(c) of the Act, the prescribed
particulars are⎯
(a) the name of the incorporated association to
which the notice relates;
(b) the registration number of the incorporated
association referred to in paragraph (a);
(c) the date and place of the meeting where the
special resolutions were passed;
(d) details of the special resolutions passed at the
meeting approving⎯
(i) the terms of the amalgamation of the
incorporated associations; and
(ii) the statement of purposes of the
proposed amalgamated incorporated
association; and
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(iii) the proposed rules of the proposed
amalgamated incorporated association;
and
(e) the name of the incorporated association to
be formed by the amalgamation;
(f) details of the terms of the amalgamation of
the incorporated associations;
(g) the postal address of the association to be
formed by the proposed amalgamation.
13 Particulars for application for incorporation as an
amalgamated incorporated association
For the purposes of the application under section
31(3)(d)(iii) of the Act, the prescribed particulars
are⎯
(a) the names of the incorporated associations to
be amalgamated;
(b) the registration numbers of the incorporated
associations to be amalgamated;
(c) the registered addresses of the incorporated
associations to be amalgamated;
(d) the registered address of the incorporated
association to be formed by the
amalgamation;
(e) the postal address of the incorporated
association to be formed by the proposed
amalgamation.
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Part 3—Transfer of Incorporation
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PART 3—TRANSFER OF INCORPORATION
14 Prescribed body corporate
For the purposes of section 31A(c) of the Act, the
Corporations (Aboriginal and Torres Strait
Islander) Act 2006 of the Commonwealth is a
prescribed law.
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Part 4—Forms
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PART 4—FORMS
15 Forms
(1) For the purposes of section 9(1) of the Act, the
prescribed form of an application for the making
of a recording in the Register is Form 1 in
Schedule 2.
(2) For the purposes of section 9(7) of the Act, the
prescribed form of a caveat against the making of
a recording in, or the creation of a folio of, the
Register is Form 2 in Schedule 2.
(3) For the purposes of section 37D(1) of the Act, the
prescribed form of a notice by an inspector to
produce documents or to attend before the
inspector and answer questions is Form 3 in
Schedule 2.
(4) For the purposes of section 37E(2) of the Act, the
prescribed form of an acknowledgment of consent
to entry and search by an inspector is Form 4 in
Schedule 2.
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PART 5—MISCELLANEOUS
16 Inspection of prescribed documents
For the purposes of section 40(1)(b) of the Act,
the prescribed documents are those documents
lodged with the Registrar under sections 5, 10(3),
13(3), 13A(2), 22(3), 28(1), 30(4), 31(3) and
31AC of the Act.
17 Infringement notices for prescribed offences
(1) For the purposes of section 50B of the Act—
(a) an offence committed under a section of
the Act specified in Column 2 in Part 1 of
Schedule 3, consisting of a contravention of
a provision described opposite in Column 3
is a prescribed offence; and
(b) the penalty specified opposite that section in
Column 4 is the penalty prescribed for the
offence.
(2) For the purposes of section 50B of the Act—
(a) an offence committed under a section of
the Act specified in Column 2 in Part 2 of
Schedule 3 and described opposite in
Column 3 is a prescribed offence; and
(b) the penalty specified opposite that section in
Column 4 is the penalty prescribed for the
offence.
(3) A description of an offence in Column 3 in Part 1
or Part 2 of Schedule 3, opposite a provision
specified in Column 2, is for convenience of
reference only and is not to be taken to affect the
nature or elements of the offence to which it refers
or the operation of these Regulations.
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18 Model rules
The rules set out in Schedule 4 are prescribed as
model rules for an incorporated association.
19 Attachments
(1) If the space provided for a particular purpose in
a form is insufficient to contain all the required
information in relation to a particular item, that
information must be set out in an attachment.
(2) If a document, copy of a document, or other
matter is attached to a form, reference made in the
form to the attachment must be by an identifying
mark or name, the number of pages in the
document, and a brief description of the nature of
the document and its contents.
(3) A reference to an attachment includes a document,
copy of a document or any other matter
accompanying or attached to a form.
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SCHEDULES
SCHEDULE 1
Regulation 3
REVOKED REGULATIONS
S.R. No. Title
103/1998 Associations Incorporation Regulations 1998
69/2001 Associations Incorporation (Prescribed Particulars)
Regulations 2001
93/2003 Associations Incorporation (Fees) Regulations 2003
128/2003 Associations Incorporation (Amendment) Regulations 2003
39/2004 Associations Incorporation (Amendment) Regulations 2004
8/2007 Associations Incorporation (Infringement Penalties
Amendment) Regulations 2007
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SCHEDULE 2
FORMS
Regulation 15(1)
FORM 1
Associations Incorporation Act 1981
Section 9(1)
APPLICATION FOR RECORDING IN THE REGISTER
Lodged by:
Name:
Phone:
Address:
Reference:
Customer Code:
The incorporated association applies for a recording of vesting of land in it
by reason of the operation of section 8(1) of the Associations Incorporation
Act 1981. The registered proprietor of the land has not executed an
instrument as directed by section 59 of the Transfer of Land Act 1958
giving effect to that vesting.
Land: (volume and folio reference)
Incorporated association: (full name and address including postcode)
Registered proprietor: (full name)
Date:
Signed by the applicant:
The common seal of (name of incorporated association) was affixed, in
accordance with the provisions of its rules, in the presence of:
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Regulation 15(2)
FORM 2
Associations Incorporation Act 1981
Section 9(7)
CAVEAT AGAINST MAKING OF RECORDINGS IN THE
REGISTER/CREATION OF FOLIO
Lodged by:
Name:
Phone:
Address:
Reference:
Customer Code:
* The caveator claims the estate or interest specified in the land and forbids
the making of recordings in the Register under section 9(1) of the
Associations Incorporation Act 1981.
* The caveator claims the estate or interest specified in the land and forbids
the bringing of the land under the operation of the Transfer of Land Act
1958.
Land: (volume and folio reference)
Caveator: (full name and address including postcode)
Estate or interest claimed:
Address in Victoria for service of notice: (include postcode)
Date:
Signed: (caveator, legal practitioner or agent)
*delete if inapplicable.
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Regulation 15(3)
FORM 3
Associations Incorporation Act 1981
Section 37D(1)
NOTICE TO PRODUCE DOCUMENTS, ATTEND BEFORE AN
INSPECTOR AND ANSWER QUESTIONS
To (name of incorporated association/involved person)
You are required—
*(a) to produce to me on (date) at (time) at (full details of place) the
documents referred to in the Schedule to this notice that are in your
possession or control and that relate to (name of incorporated
association);
*(b) to attend on (date) at (time) before (name of inspector) at (full details
of place) to answer any questions relating to the promotion, formation,
membership, control, transactions, dealings, business or property of
(name of incorporated association).
Please note the provisions of section 37L of the Act (offences for failure to
comply with the requirements of an inspector).
Signed:
(Inspector)
Dated:
*Delete if not applicable
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Regulation 15(4)
FORM 4
Associations Incorporation Act 1981
Section 37E(2)
ACKNOWLEDGMENT OF CONSENT TO ENTRY AND SEARCH
I, (name of occupier), of (address of place to be entered and searched)
acknowledge the following—
(a) I have been informed that the purpose of the search to be conducted at
my address is (specify purpose); and
(b) I have been informed that anything seized in the search may be used in
evidence in court; and
(c) I have been informed that I may refuse to give consent to the entry and
search; and
(d) I have consented to the entry and search.
My consent to the entry and search was given on (date) at (time).
Signed:
(Occupier)
Dated:
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SCHEDULE 3
Regulation 17
PRESCRIBED OFFENCES—PROVISIONS, DESCRIPTIONS
AND PENALTIES
PART 1
Column 1
Item
Column 2
Section of
the Act
Column 3
Description
Column 4
Penalty
1 12A(3) Failure to display name on
business documents etc.
(section 12A(1)) 1 penalty unit
2 12A(3) Failure to display
registration number on
business documents etc.
(section 12A(2)) 1 penalty unit
3 13A(3) Failure to have registered
address (section 13A(1)) 1 penalty unit
4 13A(3) Failure to notify Registrar
of change of registered
address (section 13A(2)) 1 penalty unit
5 30(8) Failure to hold annual
general meeting within
required time
(section 30(2A)) 1 penalty unit
6 30(8) Failure to submit the
required statement to the
annual general meeting
(section 30(3)) 1 penalty unit
7 30(8) Failure to make trust deed
available for inspection by
members (section 30(7A)) 1 penalty unit
8 50 Failure by the public
officer to lodge particulars
of a trust etc. within the
required time
(section 16(4)) 1 penalty unit
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Column 1
Item
Column 2
Section of
the Act
Column 3
Description
Column 4
Penalty
9 50 Failure to appoint a public
officer within the required
time (section 25(1)) 1 penalty unit
10 50 Failure by the public
officer to notify
appointment etc. within
the required time
(section 28(1)) 1 penalty unit
11 50 Failure to notify Registrar
of transfer of incorporation
within the required time
(section 31AC) 3 penalty units
12 50 Failure to lodge a certified
translation of an
instrument (section 43(1)) 1 penalty unit
PART 2
Column 1
Item
Column 2
Section of
the Act
Column 3
Description
Column 4
Penalty
1 30(4) Failure by the public
officer to lodge the annual
statement within the
required time 1 penalty unit
2 30B(1) Failure by prescribed
association to comply with
audit requirements 2⋅5 penalty units
3 30B(3) Failure by prescribed
association to keep
accounting records for
7 years 1 penalty unit
4 45A(2C) Failure to comply with a
requirement of the
Registrar 1 penalty unit
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Column 1
Item
Column 2
Section of
the Act
Column 3
Description
Column 4
Penalty
5 45A(4) Failure by incorporated
association to keep the
original of a document
lodged with the Registrar
for a period of 7 years after
the date of lodging 5 penalty units
6 52 Use of the word
"Incorporated" or "Inc."
when not entitled to do so 2⋅5 penalty units
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SCHEDULE 4
Regulation 18
MODEL RULES FOR AN INCORPORATED ASSOCIATION
1 Name
The name of the incorporated association is
(in these Rules called "the Association").
2 Definitions
(1) In these Rules, unless the contrary intention
appears—
committee means the committee of management
of the Association;
financial year means the year ending on 30 June;
general meeting means a general meeting of
members convened in accordance with
rule 12;
member means a member of the Association;
ordinary member of the committee means a
member of the committee who is not an
officer of the Association under rule 21;
Regulations means regulations under the Act;
relevant documents has the same meaning as in
the Act;
the Act means the Associations Incorporation
Act 1981.
(2) In these Rules, a reference to the Secretary of an
Association is a reference—
(a) if a person holds office under these Rules as
Secretary of the Association—to that person;
and
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(b) in any other case, to the public officer of the
Association.
3 Alteration of the rules
These Rules and the statement of purposes of
the Association must not be altered except in
accordance with the Act.
4 Membership, entry fees and subscription
(1) A person who applies and is approved for
membership as provided in these Rules is eligible
to be a member of the Association on payment of
the entrance fee and annual subscription payable
under these Rules.
(2) A person who is not a member of the Association
at the time of the incorporation of the Association
(or who was a member at that time but has ceased
to be a member) must not be admitted to
membership unless—
(a) he or she applies for membership in
accordance with subrule (3); and
(b) the admission as a member is approved by
the committee.
(3) An application of a person for membership of the
Association must—
(a) be made in writing in the form set out in
Appendix 1; and
(b) be lodged with the Secretary of the
Association.
(4) As soon as practicable after the receipt of an
application, the Secretary must refer the
application to the committee.
(5) The committee must determine whether to
approve or reject the application.
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(6) If the committee approves an application for
membership, the Secretary must, as soon as
practicable—
(a) notify the applicant in writing of the
approval for membership; and
(b) request payment within 28 days after receipt
of the notification of the sum payable under
these Rules as the entrance fee and the first
year's annual subscription.
(7) The Secretary must, within 28 days after receipt of
the amounts referred to in subrule (6), enter the
applicant's name in the register of members.
(8) An applicant for membership becomes a
member and is entitled to exercise the rights of
membership when his or her name is entered in
the register of members.
(9) If the committee rejects an application, the
committee must, as soon as practicable, notify the
applicant in writing that the application has been
rejected.
(10) A right, privilege, or obligation of a person by
reason of membership of the Association—
(a) is not capable of being transferred or
transmitted to another person; and
(b) terminates upon the cessation of membership
whether by death or resignation or otherwise.
(11) The entrance fee is the relevant amount set out in
Appendix 4.
(12) The annual subscription is the relevant amount set
out in Appendix 4 and is payable in advance on or
before 1 July in each year.
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5 Register of members
(1) The Secretary must keep and maintain a register
of members containing—
(a) the name and address of each member; and
(b) the date on which each member's name was
entered in the register.
(2) The register is available for inspection free of
charge by any member upon request.
(3) A member may make a copy of entries in the
register.
6 Ceasing membership
(1) A member of the Association who has paid all
moneys due and payable by a member to the
Association may resign from the Association by
giving one month's notice in writing to the
Secretary of his or her intention to resign.
(2) After the expiry of the period referred to in
subrule (1)—
(a) the member ceases to be a member; and
(b) the Secretary must record in the register of
members the date on which the member
ceased to be a member.
7 Discipline, suspension and expulsion of members
(1) Subject to these Rules, if the committee is of the
opinion that a member has refused or neglected to
comply with these Rules, or has been guilty of
conduct unbecoming a member or prejudicial to
the interests of the Association, the committee
may by resolution—
(a) suspend that member from membership of
the Association for a specified period; or
(b) expel that member from the Association.
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(2) A resolution of the committee under subrule (1)
does not take effect unless—
(a) at a meeting held in accordance with
subrule (3), the committee confirms the
resolution; and
(b) if the member exercises a right of appeal to
the Association under this rule, the
Association confirms the resolution in
accordance with this rule.
(3) A meeting of the committee to confirm or revoke
a resolution passed under subrule (1) must be
held not earlier than 14 days, and not later than
28 days, after notice has been given to the
member in accordance with subrule (4).
(4) For the purposes of giving notice in accordance
with subrule (3), the Secretary must, as soon as
practicable, cause to be given to the member a
written notice—
(a) setting out the resolution of the committee
and the grounds on which it is based; and
(b) stating that the member, or his or her
representative, may address the committee at
a meeting to be held not earlier than 14 days
and not later than 28 days after the notice has
been given to that member; and
(c) stating the date, place and time of that
meeting; and
(d) informing the member that he or she may do
one or both of the following—
(i) attend that meeting;
(ii) give to the committee before the date
of that meeting a written statement
seeking the revocation of the
resolution; and
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(e) informing the member that, if at that
meeting, the committee confirms the
resolution, he or she may, not later than
48 hours after that meeting, give the
Secretary a notice to the effect that he or
she wishes to appeal to the Association in
general meeting against the resolution.
(5) At a meeting of the committee to confirm or
revoke a resolution passed under subrule (1), the
committee must—
(a) give the member, or his or her representative,
an opportunity to be heard; and
(b) give due consideration to any written
statement submitted by the member; and
(c) determine by resolution whether to confirm
or to revoke the resolution.
(6) If at the meeting of the committee, the committee
confirms the resolution, the member may, not later
than 48 hours after that meeting, give the
Secretary a notice to the effect that he or she
wishes to appeal to the Association in general
meeting against the resolution.
(7) If the Secretary receives a notice under
subrule (6), he or she must notify the committee
and the committee must convene a general
meeting of the Association to be held within
21 days after the date on which the Secretary
received the notice.
(8) At a general meeting of the Association convened
under subrule (7)—
(a) no business other than the question of the
appeal may be conducted; and
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(b) the committee may place before the meeting
details of the grounds for the resolution and
the reasons for the passing of the resolution;
and
(c) the member, or his or her representative,
must be given an opportunity to be heard;
and
(d) the members present must vote by secret
ballot on the question whether the resolution
should be confirmed or revoked.
(9) A resolution is confirmed if, at the general
meeting, not less than two-thirds of the members
vote in person, or by proxy, in favour of the
resolution. In any other case, the resolution is
revoked.
8 Disputes and mediation
(1) The grievance procedure set out in this rule
applies to disputes under these Rules between—
(a) a member and another member; or
(b) a member and the Association.
(2) The parties to the dispute must meet and discuss
the matter in dispute, and, if possible, resolve the
dispute within 14 days after the dispute comes to
the attention of all of the parties.
(3) If the parties are unable to resolve the dispute at
the meeting, or if a party fails to attend that
meeting, then the parties must, within 10 days,
hold a meeting in the presence of a mediator.
(4) The mediator must be—
(a) a person chosen by agreement between the
parties; or
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(b) in the absence of agreement—
(i) in the case of a dispute between a
member and another member, a person
appointed by the committee of the
Association; or
(ii) in the case of a dispute between a
member and the Association, a person
who is a mediator appointed or
employed by the Dispute Settlement
Centre of Victoria (Department of
Justice).
(5) A member of the Association can be a mediator.
(6) The mediator cannot be a member who is a party
to the dispute.
(7) The parties to the dispute must, in good faith,
attempt to settle the dispute by mediation.
(8) The mediator, in conducting the mediation,
must—
(a) give the parties to the mediation process
every opportunity to be heard; and
(b) allow due consideration by all parties of any
written statement submitted by any party;
and
(c) ensure that natural justice is accorded to the
parties to the dispute throughout the
mediation process.
(9) The mediator must not determine the dispute.
(10) If the mediation process does not result in the
dispute being resolved, the parties may seek to
resolve the dispute in accordance with the Act or
otherwise at law.
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9 Annual general meetings
(1) The committee may determine the date, time and
place of the annual general meeting of the
Association.
(2) The notice convening the annual general meeting
must specify that the meeting is an annual general
meeting.
(3) The ordinary business of the annual general
meeting shall be—
(a) to confirm the minutes of the previous
annual general meeting and of any general
meeting held since that meeting; and
(b) to receive from the committee reports upon
the transactions of the Association during the
last preceding financial year; and
(c) to elect officers of the Association and the
ordinary members of the committee; and
(d) to receive and consider the statement
submitted by the Association in accordance
with section 30(3) of the Act.
(4) The annual general meeting may conduct any
special business of which notice has been given in
accordance with these Rules.
10 Special general meetings
(1) In addition to the annual general meeting, any
other general meetings may be held in the same
year.
(2) All general meetings other than the annual general
meeting are special general meetings.
(3) The committee may, whenever it thinks fit,
convene a special general meeting of the
Association.
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(4) If, but for this subrule, more than 15 months
would elapse between annual general meetings,
the committee must convene a special general
meeting before the expiration of that period.
(5) The committee must, on the request in writing of
members representing not less than 5 per cent of
the total number of members, convene a special
general meeting of the Association.
(6) The request for a special general meeting must—
(a) state the objects of the meeting; and
(b) be signed by the members requesting the
meeting; and
(c) be sent to the address of the Secretary.
(7) If the committee does not cause a special general
meeting to be held within one month after the date
on which the request is sent to the address of the
Secretary, the members making the request, or any
of them, may convene a special general meeting to
be held not later than 3 months after that date.
(8) If a special general meeting is convened by
members in accordance with this rule, it must be
convened in the same manner so far as possible as
a meeting convened by the committee and all
reasonable expenses incurred in convening the
special general meeting must be refunded by the
Association to the persons incurring the expenses.
11 Special business
All business that is conducted at a special general
meeting and all business that is conducted at the
annual general meeting, except for business
conducted under the rules as ordinary business of
the annual general meeting, is deemed to be
special business.
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12 Notice of general meetings
(1) The Secretary of the Association, at least 14 days,
or if a special resolution has been proposed at
least 21 days, before the date fixed for holding a
general meeting of the Association, must cause to
be sent to each member of the Association, a
notice stating the place, date and time of the
meeting and the nature of the business to be
conducted at the meeting.
(2) Notice may be sent—
(a) by prepaid post to the address appearing in
the register of members; or
(b) if the member requests, by facsimile
transmission or electronic transmission.
(3) No business other than that set out in the notice
convening the meeting may be conducted at the
meeting.
(4) A member intending to bring any business before
a meeting may notify in writing, or by electronic
transmission, the Secretary of that business, who
must include that business in the notice calling the
next general meeting.
13 Quorum at general meetings
(1) No item of business may be conducted at a
general meeting unless a quorum of members
entitled under these Rules to vote is present at the
time when the meeting is considering that item.
(2) Five members personally present (being members
entitled under these Rules to vote at a general
meeting) constitute a quorum for the conduct of
the business of a general meeting.
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(3) If, within half an hour after the appointed time for
the commencement of a general meeting, a
quorum is not present—
(i) in the case of a meeting convened upon the
request of members—the meeting must be
dissolved; and
(ii) in any other case—the meeting shall stand
adjourned to the same day in the next week
at the same time and (unless another place is
specified by the Chairperson at the time of
the adjournment or by written notice to
members given before the day to which the
meeting is adjourned) at the same place.
(4) If at the adjourned meeting the quorum is not
present within half an hour after the time
appointed for the commencement of the meeting,
the members personally present (being not less
than 3) shall be a quorum.
14 Presiding at general meetings
(1) The President, or in the President's absence, the
Vice-President, shall preside as Chairperson at
each general meeting of the Association.
(2) If the President and the Vice-President are absent
from a general meeting, or are unable to preside,
the members present must select one of their
number to preside as Chairperson.
15 Adjournment of meetings
(1) The person presiding may, with the consent of a
majority of members present at the meeting,
adjourn the meeting from time to time and place
to place.
(2) No business may be conducted at an adjourned
meeting other than the unfinished business from
the meeting that was adjourned.
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(3) If a meeting is adjourned for 14 days or more,
notice of the adjourned meeting must be given in
accordance with rule 12.
(4) Except as provided in subrule (3), it is not
necessary to give notice of an adjournment or of
the business to be conducted at an adjourned
meeting.
16 Voting at general meetings
(1) Upon any question arising at a general meeting of
the Association, a member has one vote only.
(2) All votes must be given personally or by proxy.
(3) In the case of an equality of voting on a question,
the Chairperson of the meeting is entitled to
exercise a second or casting vote.
(4) A member is not entitled to vote at a general
meeting unless all moneys due and payable by the
member to the Association have been paid, other
than the amount of the annual subscription
payable in respect of the current financial year.
17 Poll at general meetings
(1) If at a meeting a poll on any question is demanded
by not less than 3 members, it must be taken at
that meeting in such manner as the Chairperson
may direct and the resolution of the poll shall be
deemed to be a resolution of the meeting on that
question.
(2) A poll that is demanded on the election of a
Chairperson or on a question of an adjournment
must be taken immediately and a poll that is
demanded on any other question must be taken at
such time before the close of the meeting as the
Chairperson may direct.
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18 Manner of determining whether resolution carried
If a question arising at a general meeting of the
Association is determined on a show of hands—
(a) a declaration by the Chairperson that a
resolution has been—
(i) carried; or
(ii) carried unanimously; or
(iii) carried by a particular majority; or
(iv) lost; and
(b) an entry to that effect in the minute book of
the Association—
is evidence of the fact, without proof of the
number or proportion of the votes recorded in
favour of, or against, that resolution.
19 Proxies
(1) Each member is entitled to appoint another
member as a proxy by notice given to the
Secretary no later than 24 hours before the time
of the meeting in respect of which the proxy is
appointed.
(2) The notice appointing the proxy must be—
(a) for a meeting of the Association convened
under rule 7(7), in the form set out in
Appendix 2; or
(b) in any other case, in the form set out in
Appendix 3.
20 Committee of management
(1) The affairs of the Association shall be managed
by the committee of management.
(2) The committee—
(a) shall control and manage the business and
affairs of the Association; and
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(b) may, subject to these Rules, the Act and the
Regulations, exercise all such powers and
functions as may be exercised by the
Association other than those powers and
functions that are required by these Rules to
be exercised by general meetings of the
members of the Association; and
(c) subject to these Rules, the Act and the
Regulations, has power to perform all such
acts and things as appear to the committee to
be essential for the proper management of
the business and affairs of the Association.
(3) Subject to section 23 of the Act, the committee
shall consist of—
(a) the officers of the Association; and
(b) two ordinary members—
each of whom shall be elected at the annual
general meeting of the Association in each year.
21 Office holders
(1) The officers of the Association shall be—
(a) a President;
(b) a Vice-President;
(c) a Treasurer; and
(d) a Secretary.
(2) The provisions of rule 23, so far as they are
applicable and with the necessary modifications,
apply to and in relation to the election of persons
to any of the offices referred to in subrule (1).
(3) Each officer of the Association shall hold office
until the annual general meeting next after the
date of his or her election but is eligible for
re-election.
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(4) In the event of a casual vacancy in any office
referred to in subrule (1), the committee may
appoint one of its members to the vacant office
and the member appointed may continue in office
up to and including the conclusion of the annual
general meeting next following the date of the
appointment.
22 Ordinary members of the committee
(1) Subject to these Rules, each ordinary member of
the committee shall hold office until the annual
general meeting next after the date of election but
is eligible for re-election.
(2) In the event of a casual vacancy occurring in the
office of an ordinary member of the committee,
the committee may appoint a member of the
Association to fill the vacancy and the member
appointed shall hold office, subject to these Rules,
until the conclusion of the annual general meeting
next following the date of the appointment.
23 Election of officers and ordinary committee
members
(1) Nominations of candidates for election as officers
of the Association or as ordinary members of the
committee must be—
(a) made in writing, signed by two members of
the Association and accompanied by the
written consent of the candidate (which may
be endorsed on the form of nomination); and
(b) delivered to the Secretary of the Association
not less than 7 days before the date fixed for
the holding of the annual general meeting.
(2) A candidate may only be nominated for one
office, or as an ordinary member of the
committee, prior to the annual general meeting.
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(3) If insufficient nominations are received to fill all
vacancies on the committee, the candidates
nominated shall be deemed to be elected and
further nominations may be received at the annual
general meeting.
(4) If the number of nominations received is equal to
the number of vacancies to be filled, the persons
nominated shall be deemed to be elected.
(5) If the number of nominations exceeds the number
of vacancies to be filled, a ballot must be held.
(6) The ballot for the election of officers and ordinary
members of the committee must be conducted at
the annual general meeting in such manner as the
committee may direct.
24 Vacancies
The office of an officer of the Association, or of
an ordinary member of the committee, becomes
vacant if the officer or member—
(a) ceases to be a member of the Association; or
(b) becomes an insolvent under administration
within the meaning of the Corporations Act;
or
(c) resigns from office by notice in writing given
to the Secretary.
25 Meetings of the committee
(1) The committee must meet at least 3 times in
each year at such place and such times as the
committee may determine.
(2) Special meetings of the committee may be
convened by the President or by any 4 members
of the committee.
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26 Notice of committee meetings
(1) Written notice of each committee meeting must be
given to each member of the committee at least
2 business days before the date of the meeting.
(2) Written notice must be given to members of the
committee of any special meeting specifying the
general nature of the business to be conducted and
no other business may be conducted at such a
meeting.
27 Quorum for committee meetings
(1) Any 4 members of the committee constitute a
quorum for the conduct of the business of a
meeting of the committee.
(2) No business may be conducted unless a quorum is
present.
(3) If within half an hour of the time appointed for the
meeting a quorum is not present—
(i) in the case of a special meeting—the meeting
lapses;
(ii) in any other case—the meeting shall stand
adjourned to the same place and the same
time and day in the following week.
(4) The committee may act notwithstanding any
vacancy on the committee.
28 Presiding at committee meetings
At meetings of the committee—
(a) the President or, in the President's absence,
the Vice-President presides; or
(b) if the President and the Vice-President are
absent, or are unable to preside, the members
present must choose one of their number to
preside.
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29 Voting at committee meetings
(1) Questions arising at a meeting of the committee,
or at a meeting of any subcommittee appointed by
the committee, shall be determined on a show of
hands or, if a member requests, by a poll taken in
such manner as the person presiding at that
meeting may determine.
(2) Each member present at a meeting of the
committee, or at a meeting of any subcommittee
appointed by the committee (including the person
presiding at the meeting), is entitled to one vote
and, in the event of an equality of votes on any
question, the person presiding may exercise a
second or casting vote.
30 Removal of committee member
(1) The Association in general meeting may, by
resolution, remove any member of the committee
before the expiration of the member's term of
office and appoint another member in his or her
place to hold office until the expiration of the term
of the first-mentioned member.
(2) A member who is the subject of a proposed
resolution referred to in subrule (1) may make
representations in writing to the Secretary or
President of the Association (not exceeding a
reasonable length) and may request that the
representations be provided to the members of
the Association.
(3) The Secretary or the President may give a copy of
the representations to each member of the
Association or, if they are not so given, the
member may require that they be read out at the
meeting.
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31 Minutes of meetings
The Secretary of the Association must keep
minutes of the resolutions and proceedings of
each general meeting, and each committee
meeting, together with a record of the names
of persons present at committee meetings.
32 Funds
(1) The Treasurer of the Association must—
(a) collect and receive all moneys due to the
Association and make all payments
authorised by the Association; and
(b) keep correct accounts and books showing the
financial affairs of the Association with full
details of all receipts and expenditure
connected with the activities of the
Association.
(2) All cheques, drafts, bills of exchange, promissory
notes and other negotiable instruments must be
signed by two members of the committee.
(3) The funds of the Association shall be derived
from entrance fees, annual subscriptions,
donations and such other sources as the
committee determines.
33 Seal
(1) The common seal of the Association must be kept
in the custody of the Secretary.
(2) The common seal must not be affixed to any
instrument except by the authority of the
committee and the affixing of the common seal
must be attested by the signatures either of two
members of the committee or, of one member of
the committee and of the public officer of the
Association.
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34 Notice to members
Except for the requirement in rule 12, any notice
that is required to be given to a member, by or on
behalf of the Association, under these Rules may
be given by—
(a) delivering the notice to the member
personally; or
(b) sending it by prepaid post addressed to the
member at that member's address shown in
the register of members; or
(c) facsimile transmission, if the member has
requested that the notice be given to him or
her in this manner; or
(d) electronic transmission, if the member has
requested that the notice be given to him or
her in this manner.
35 Winding up
In the event of the winding up or the cancellation
of the incorporation of the Association, the assets
of the Association must be disposed of in
accordance with the provisions of the Act.
36 Custody and inspection of books and records
(1) Except as otherwise provided in these Rules, the
Secretary must keep in his or her custody or under
his or her control all books, documents and
securities of the Association.
(2) All accounts, books, securities and any other
relevant documents of the Association must be
available for inspection free of charge by any
member upon request.
(3) A member may make a copy of any accounts,
books, securities and any other relevant
documents of the Association.
__________________
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APPENDIX 1
APPLICATION FOR MEMBERSHIP OF (NAME OF THE
ASSOCIATION)
I, , of desire to become a
(name and occupation) (address)
member of
(name of Association)
In the event of my admission as a member, I agree to be bound by the rules of
the Association for the time being in force.
Signature of Applicant
Date
I, , a member of the Association,
(name)
nominate the applicant, who is personally known to me, for membership of
the Association.
Signature of Proposer
Date
I, , a member of the Association, second
(name)
the nomination of the applicant, who is personally known to me, for
membership of the Association.
Signature of Seconder
Date
__________________
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APPENDIX 2
FORM OF APPOINTMENT OF PROXY FOR MEETING OF
ASSOCIATION CONVENED UNDER RULE 7(7)
I,
(name)
of
(address)
being a member of
(name of Incorporated Association)
appoint
(name of proxy holder)
of
(address of proxy holder)
being a member of that Incorporated Association, as my proxy to vote on my
behalf at the appeal to the general meeting of the Association convened under
rule 7(7), to be held on—
(date of meeting)
and at any adjournment of that meeting.
I authorise my proxy to vote on my behalf at their discretion in respect of the
following resolution: [insert details of resolution passed under rule 7(1)]
Signed
Date
__________________
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APPENDIX 3
FORM OF APPOINTMENT OF PROXY
I,
(name)
of
(address)
being a member of
(name of Incorporated Association)
appoint
(name of proxy holder)
of
(address of proxy holder)
being a member of that Incorporated Association, as my proxy to vote on my
behalf at the *annual/*special general meeting of the Association to be held
on—
(date of meeting)
and at any adjournment of that meeting.
My proxy is authorised to vote *in favour of/*against the following
resolution: [insert details of resolution]
Signed
Date
*Delete if not applicable
__________________
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APPENDIX 4
SCHEDULE OF FEES
Fee Amount
Entrance fee
Annual subscription fee
═══════════════
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ENDNOTES
Penalty Units
These Regulations provide for penalties by reference to penalty units within
the meaning of section 110 of the Sentencing Act 1991. The amount of the
penalty is to be calculated, in accordance with section 7 of the Monetary
Units Act 2004, by multiplying the number of penalty units applicable by the
value of a penalty unit.
The value of a penalty unit for the financial year commencing 1 July 2009 is
$116.82.
The amount of the calculated penalty may be rounded to the nearest dollar.
The value of a penalty unit for future financial years is to be fixed by the
Treasurer under section 5 of the Monetary Units Act 2004. The value of a
penalty unit for a financial year must be published in the Government Gazette
and a Victorian newspaper before 1 June in the preceding financial year.
Endnotes
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