Index
Clause No. |
Title |
|
1 2 3 4 5 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 6 6.1 6.2 6.3 6.4 6.5 7 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 8 9 9.1 9.2 9.3 9.4 10 11 12 13 14 15 16 |
Purpose and Objects of the Association Residential members Associate members Corporate members Applications Subscriptions Resignations Expulsion of a member Register of members Powers and duties Appointment Role of committee officers Proceedings of committee Disqualification of committee members Annual general meetings Special general meeting Notice of general meetings Proceedings at general meetings Voting at general meetings Poll at general meetings Special and general resolutions Proxies Financial year Accounts to be kept Accounts and reports to be laid before members Appointment of auditor |
Rules of The Hahndorf Community Association Incorporated
1. Name
The name of the incorporated association is The Hahndorf Community Association, referred to herein as 'the association'.
2. Definitions
'Hahndorf' means the town of Hahndorf located in the Adelaide Hills area of South Australia.
'committee' means the committee of management of the association
'general meeting' means a general meeting of members of the association convened in accordance with these rules
'member' means a member of the association
'the Act' means the Associations Incorporation Act 1985
'special resolution' means a special resolution defined in the Act
'month' shall mean a calendar month.
3. Purpose and Objects of the Association
The purpose of the association is to provide an organisation where the interests of the local community of Hahndorf are promoted and protected.
The objects of the association are:
a) To explore issues which arise from consultation with the community of Hahndorf
b) To identify, develop and encourage activities and projects which enhance the quality of life for the local residents and visitors to Hahndorf.
c) To support and work with other key interest groups associated with Hahndorf on projects and common areas of interest which have some effect on the community.
d) To promote and support the preservation of the history and cultural heritage of Hahndorf and district.
4. Powers of the Association
The association shall have all the powers conferred by section 25 of the Act.
5. Membership
All members shall support the objects of the association and agree to be bound by its rules.
5.1 Residential members
Any adult person who is currently a permanent resident of Hahndorf and has been so for a continuous period of at least three (3) months shall automatically qualify for membership and to vote at all general meetings.
5.2 Associate Members
Any adult person not a permanent resident of Hahndorf who is considered by the Committee to have experience, knowledge and expertise that would be of benefit to the association may be considered for Associate membership and to vote at all general meetings.
5.3 Corporate members
Any permanent organisation, business, club or other association located within Hahndorf and which has some involvement with the Hahndorf community shall be entitled to corporate membership and to vote at all general meetings.
A corporate member shall nominate an individual authorised to exercise their voting rights at general meetings. Such individual may from time to time be replaced by written notice to the committee.
5.4 Applications
a) There shall be no requirement for a qualified resident to submit an application for residential membership of the association.
b) Applications for Associate membership or Corporate membership of the association shall be proposed by one member and seconded by another member. The application for membership shall be made in writing, signed by the applicant and the proposer and seconder.
Upon the acceptance of the application by the committee and upon payment of the first annual subscription (if any), the applicant shall be a member of the association.
5.5 Subscriptions
a) The subscription fees for membership shall be such sum (if any) as the members shall determine from time to time in general meeting.
b) The subscription fees shall be payable annually on 1 July or at a time that the committee determines.
c) Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the association, provided always that the committee may reinstate such a person's membership on such terms as it thinks fit.
5.6 Resignations
A member may resign from membership of the association by giving written notice to the secretary or public officer of the association. Any resigning member shall be liable for any outstanding subscriptions which may be recovered as a debt due to the association.
5.7 Expulsion of a member
a) Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the association.
b) Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.
c) The determination of the committee shall be communicated to the member, and in the event of an adverse determination the member shall (subject to 5.6d below), cease to be a member 14 days after the committee has communicated its determination to the member.
d) It shall be open to a member to appeal the expulsion to the association at a general meeting. The intention to appeal shall be communicated to the secretary or public officer of the association within 14 days after the determination of the committee has been communicated to the member.
e) In the event of an appeal under 5.6d above, the appellant's membership of the association shall not be terminated unless the determination of the committee to expel the member is upheld by the members of the association in general meeting after the appellant has been heard by the members of the association, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.
f) An expelled member shall not be eligible to reapply for membership for two years from the date of expulsion. Such application shall be made in writing.
5.8 Register of members
A register of Associate members, Corporate members and Committee members shall be kept and contain
a) the name and address of each member
b) the date on which each member was admitted to the association
c) the member's telephone number and email address (if available)
d) if applicable, the date of and reason(s) for termination of membership.
Residential members may request that their details be included in the register upon giving the above details to the committee.
The register shall be available for inspection by all members upon request.
6. The Committee
6.1 Powers and duties
The affairs of the association shall be managed and controlled by a committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the association, and are not by the Act or by these rules required to be done by the association in general meeting.
The committee shall also have:
a) The management and control of the funds and other property of the association.
b) The authority to interpret the meaning of these rules and any other matter relating to the affairs of the association on which these rules are silent.
c) The power to appoint sub-committees from members and to co-opt to such sub-committees any other persons as required to carry out the objects of the association, and may delegate any of its powers to such sub-committees or persons.
d) The power to initiate policies and rules for the operation of the association
6.2 Appointment
a) The committee shall be comprised of a chairperson, vice-chairperson, secretary, treasurer and a minimum of six other committee members.
b) A committee member shall be a natural person.
c) Each committee member shall be elected at the annual general meeting of the association in each year and shall hold office until the subsequent annual general meeting.
d) A retiring committee member shall be eligible to stand for re-election without nomination. Other persons desiring to stand for election shall be nominated and seconded either before or at the annual general meeting.
e) The chairperson, vice-chairperson, secretary and treasurer shall be elected by the committee members from amongst its number at the first meeting of the committee after the annual general meeting.
f) The committee may appoint a person to fill a casual vacancy, and such a committee member shall hold office until the next annual general meeting of the association and shall be eligible for election to the committee without nomination.
g) The committee shall appoint a public officer as required by the Act.
6.3 Role of committee officers
a) The chairperson shall preside over all committee and general meetings, and in collaboration with the secretary set the agenda for each meeting held.
b) The vice-chairperson shall assume all duties of the chairperson in his absence.
c) The secretary shall prepare and keep all minutes of meetings, and attend to all correspondence and other business as directed by the committee.
d) The treasurer shall keep accurate accounts and records detailing the financial affairs of the association, and shall prepare and present all financial statements and balance sheets required for meetings.
6.4 Proceedings of committee
a) The committee shall meet together for the dispatch of business at least monthly, unless prior agreement was reached at a previous meeting to postpone a particular meeting.
b) Notice of each committee meeting shall be given to each member of the committee at least seven (7) days prior to the meeting either personally, in writing, or by electronic means.
c) A quorum for a meeting of the committee shall be six (6) members of the committee of which two (2) shall be office bearers.
d) No business shall be transacted unless a quorum is in place, and if within half an hour of the time appointed for the meeting a quorum is not in place, the meeting shall stand adjourned until another date and time is set as determined by the committee.
e) Questions arising at any meeting of the committee shall be decided by a majority of votes. Each member of the committee shall be entitled to one vote except that in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.
f) Each member shall be entitled to appoint another member as proxy by notice given to the secretary at or before the beginning of the meeting in respect of which the proxy is appointed.
g) A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract with the association or having a substantial personal involvement (as determined by the committee) in a matter under discussion must disclose the nature and extent of that interest or involvement to the committee as required by the Act, and shall not vote with respect to that contract, proposed contract or matter. The member of the committee must disclose the nature and extent of his or her interest at the next annual general meeting of the association, if requested by any member.
h) Information presented to or discussed at committee meetings which is declared by the chairperson to be confidential shall be treated as such by all members, participants or observers who attend the meetings.
6.5 Disqualification of committee members
The office of a committee member shall become vacant if a committee member is:
a) disqualified from being a committee member by the Act
b) expelled as a member under these rules
c) permanently incapacitated by ill health
d) absent without apology from more than four meetings in a financial year
e) no longer the duly appointed representative of a corporate member.
7. General Meetings
7.1 Annual general meetings
The committee shall call an annual general meeting in accordance with the Act and these rules.
a) Each annual general meeting shall be held within three (3) months after the end of the financial year.
b) The order of the business at the meeting shall be:
(i) the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting
(ii) the consideration of the accounts and reports of the committee and the auditor's report (if auditor's report is required)
(iii) the election of committee members
(iv) the appointment of auditors (if required)
(v) any other business requiring consideration by the association in general meeting.
7.2 Special general meeting
a) The committee may call a special general meeting of the association at any time.
b) Upon a requisition in writing of not less than two (2) members of the association, the committee shall, within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.
c) Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.
d) If a special general meeting is not convened within one month, as required by 7.2b above, the requisitionists may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee, and for this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting.
The reasonable expenses of convening and conducting such a meeting shall be borne by the association.
7.3 Notice of general meetings
a) Subject to 7.3b, at least 14 days notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held and particulars of the nature and order of the business to be transacted at the meeting.
b) Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
c) A notice may be given by the association to any member by serving the member with the notice personally, or by sending it by post or electronic means to the address appearing in the register of members.
d) Where a notice is sent by post or electronic means, service of the notice shall be deemed to be effected if it is properly addressed and dated.
e) The notice shall also be advertised in the 'Courier' newspaper and displayed on the association Community Notice Board.
7.4 Proceedings at general meetings
a) Twelve (12) members present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting.
b) If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.
c) Subject to 7.4d, the chairperson shall preside as chairperson at a general meeting of the association.
d) If the chairperson is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a committee member or one of their own number to be the chairperson of that meeting.
7.5 Voting at general meetings
a) Subject to these rules, a question for decision at a general meeting other than a special resolution, must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy at that meeting.
b) Subject to these rules, every member of the association shall be entitled to one vote at a general meeting of the association, except that in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote..
c) Unless a poll is demanded, a question for decision at a general meeting must be determined by a show of hands.
d) A corporate member shall be entitled to appoint one person to represent it at a particular general meeting or at all general meetings of the association. Such a person shall be deemed to be a member of the association for all purposes until the authority to represent the corporate member is revoked.
7.6 Poll at general meetings
a) If a poll is demanded by at least three members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
b) A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.
7.7 Special and ordinary resolutions
a) A special resolution is as defined in the Act.
b) An ordinary resolution is a resolution passed by a simple majority at a general meeting.
7.8 Proxies
A member shall be entitled to appoint in writing a natural person who is also a member of the association to be their proxy, and attend and vote at any general meeting of the association.
8. Minutes
a) Proper minutes of all proceedings of general meetings of the association and of meetings of the committee shall be entered within one month after the relevant meeting in minute books kept for the purpose.
b) The minutes kept pursuant to this rule must be confirmed by the members of the association or the members of the committee (as relevant) at a subsequent meeting.
c) The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.
d) Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.
9. Financial Reporting
9.1 Financial year
The financial year of the association shall be the period of 12 months commencing on 1 July and ending on the subsequent 30 June.
9.2 Accounts to be kept
The association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the association in accordance with the Act.
9.3 Accounts and reports to be laid before members
The accounts, together with the auditor's report on the accounts (if obtained), the committee's statement and the committee's report, shall be laid before members at the annual general meeting.
9.4 Appointment of auditor
a) At each annual general meeting, the members may appoint a person to be auditor of the association. The decision to appoint an auditor or not shall be based on recommendations made by the committee.
b) The auditor shall hold office until the next annual general meeting and is eligible for re-appointment.
c) If an appointment is not made at an annual general meeting, the committee may appoint an auditor for the current financial year.
10. Bank Account
a) The committee shall open and operate a bank account on behalf of the association at a place determined from time to time by the committee
b) All cheques and other negotiable instruments shall be signed by an office bearer of the association and one other committee member, or as the committee may determine.
11. The Seal
The association shall have a common seal upon which its corporate name shall appear in legible characters. The seal shall not be used without the express authorisation of the committee, and every use of the seal shall be recorded in the minute book of the association. The affixing of the seal shall be witnessed by the chairperson and the secretary.
12. Prohibition Against Securing Profits
The income and capital of the association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the association.
13. Winding Up
The association may be wound up in the manner provided for in the Act.
14. Application of Surplus Assets
If after the winding up of the association there remains “surplus assets “ as defined in the Act, such surplus monies or assets shall be reinvested back into the Hahndorf community as a special project.
Such special project shall be identified and determined by a resolution of members in general meeting.
15. Rules
a) These rules may be altered (including an alteration to the association's name) by special resolution of the members of the association. This includes recision or replacement by substitute rules.
b) The alteration shall be registered with CBS, Corporate Affairs Commission, as required by the Act.
c) The registered rules shall bind the association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.
16. Adoption Of Rules
The above Rules were adopted by the members of the association at a special / annual general meeting held on 17 October 2012.
Signature:
_______________________ (R. Harcourt - President)
_______________________ (A. Haines - Secretary)
9 December 2012 A24292
Amendment to Rules
At a Special meeting of members held at 9.30am on Wednesday 14 June 2017, alterations/additions to Rule 5 Membership were passed to allow the addition of Associate members.
