CONSTITUTION OF THE AUSTRALIAN ELECTRIC VEHICLE ASSOCIATION INC
Revised version adopted 3rd June 2014
PART 1 – THE ASSOCATION
1 NAME The name of the Association is “Australian Electric Vehicle Association”
The association may also use a short title which shall be “AEVA”
Note: Under section 23 of the Act, the name of the association and its registration number must appear on all of its business documents.
An organisation thus incorporated must include ‘Incorporated’ or “Inc.” on all official documentation.
2 PURPOSES The purposes for which the Association is established are all or any of the following:
a To promote and develop the use and demand for electric vehicles for industrial, commercial, public, domestic and / or other purposes
b To assist and further the interests of manufacturers, suppliers and users of electric vehicles and to encourage friendly relations and the exchange of information between them.
c To collect, disseminate and circulate knowledge on the use and merits of electric vehicles by means of literature, correspondence, questionnaires, brochures, lectures, statistics films or otherwise.
d To establish the Association as an authoritative source of information on electric vehicles with Federal, State and local governments, public authorities, corporation, firms and persons.
e To promote, assist and support industrial and scientific research and encourage experimental work and the discovery of inventions
which may positively affect or may be capable of use in electric vehicles.
f To encourage the establishment and acceptance of standards of quality and performance of electric vehicles.
3 FINANCIAL YEAR
The financial year of the association and its branches is each period of 12 months ending on 30th June.
In this document the following terms have the following meaning:
Council Member - a member of the National Council of the association.
Committee Member - a member of a Branch Committee of the association.
For the purpose of compliance with the Associations Incorporation Reform Act 2012, references to ‘the committee’ in the Act, are taken to firstly refer to the National Council of the association, which has the responsibility of the committee of management of the Association. This does not absolve any branch committee member from any responsibilities incumbent in their positions or required by Division 3 of the Act (Duties of office holders), or any other part of the Act or other relevant legislation.
Secretary - References to ‘the Secretary’ in the Act, are taken to refer to the National Secretary of the association.
Committee - where not specifically notated ‘Committee’ may refer to a Branch Committee of to a meeting of the National Council in committee.
Person as applicable to membership - In Part 3 any reference to ‘person’ in regards to membership shall also be taken as applying to an organisation that holds or has applied for membership in the association.
General meeting - means a general meeting of members convened in accordance with rule 30.
Special resolution - means a resolution that requires not less than three-quarters of the members voting at a general meeting, whether in person or by proxy, to vote in favour of the resolution.
Member - means a member of the Association.
PART 2—POWERS OF ASSOCIATION
5 Powers of Association
(1) Subject to the Act, the Association has power to do all things incidental or conducive to achieve its purposes.
(2) Without limiting sub-rule (1), the Association may—
(a) acquire, hold and dispose of real or personal property and any rights or privileges;
(b) open and operate accounts with financial institutions;
(c) invest its money in any security in which trust monies may lawfully be invested;
(d) raise and borrow money on any terms and in any manner as it thinks fit;
(e) secure the repayment of money raised or borrowed, or the payment of a debt or liability;
(f) appoint agents to transact business on its behalf;
(g) enter into any other contract it considers necessary or desirable.
In carrying out these objectives, the Association is empowered to do all or any of the following:
(i) To provide for the delivery and holding of lectures, exhibitions, public meetings, classes and conferences calculated
directly or indirectly to advance the development use and demand for electric vehicles for industrial, commercial,
domestic, public and / or other purposes.
(ii) To print and publish books, pamphlets, newspapers, periodicals and other publications in furtherance of the objects
of the Association.
(iii) To collect from the members of the Association or otherwise, funds for the purpose of carrying on or furthering the
objectives of the Association.
(iv) To affiliate with or subscribe to any other organised body or bodies having objectives similar to those of the
(v) To further the objectives of the Association by acting directly or indirectly or in co-operation with any other organised
bodies and by appointing members of the Association and others to represent the Association on any other body.
(vi) To retain or employ skilled professional or technical advisors, lectures, teachers, experts, scientific researchers or
other workers, and to pay therefore from the funds of the Association such remunerations as may be thought
(vii) To appoint and remove or suspend such managers, secretaries, officers, clerks, agents or servants for permanent,
temporary or special services as may from time to time be determined.
(viii) To appoint corporate or individual trustees of all or any income or property of the Association
(3) The Association may only exercise its powers and use its income and assets (including any surplus) for its purposes.
6 Not for profit organisation
(1) The Association must not distribute any surplus, income or assets directly or indirectly to its members.
(2) Sub-rule (1) does not prevent the Association from paying a member—
(a) reimbursement for expenses properly incurred by the member; or
(b) for goods or services provided by the member—
if this is done in good faith on terms no more favourable than if the member was not a member.
Note: Section 33 of the Act provides that an incorporated association must not secure pecuniary profit for its members. Section 4 of the Act sets out in more detail the circumstances under which an incorporated association is not taken to secure pecuniary profit for its members
Part 3 — MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES
Division 1- Membership
7 Minimum number of members
The Association must have at least 5 members
Any person who supports the purposes of the association is eligible for membership, Corporate membership (see rule 14) may also be granted to Statutory Authorities, Associations, Companies and Firms who maintain an interest in electrical vehicles.
9 Application for membership
(1) To apply to become a member of the Association, a person or organisation must submit an application either electronically or to a committee member stating that the person—
(a) wishes to become a member of the Association; and
(b) supports the purposes of the Association; and
(c) agrees to comply with these Rule.
(2) The application—
(a) must be signed by the applicant or in the case of electronic transmission of application be accompanied by contact details to enable confirmation by the association ; and
(b) may be accompanied by the joining fee.
Note: The joining fee is the fee (if any) determined by the Association under rule 12(3).
10 Consideration of application
(1) As soon as practicable after an application for membership is received, the Branch Secretary must be informed and must
present the application to the Branch Committee for consideration.
(2) If the Branch Committee rejects the application they must notify the applicant in writing of its decision as soon as practicable
after the decision is made.
(3) If there is no rejection of the application, then the application is approved
(4) If the application is rejected, any money accompanying the application must be returned to the applicant.
(5) No reason need be given for the rejection of an application.
11 New membership
(1) When an application for membership is received—
(a) Then as soon as practicable after the application is received the Branch Secretary or responsible person must
inform the Membership and National Secretaries; and
(b) the National Secretary or nominee must, as soon as practicable, enter the name and address of the new member,
and the date of becoming a member, in the register of members. This date will either be the date of entry in the register
or as at 2(b)
(2) A person becomes a member of the Association and, subject to rule 13(2), is entitled to exercise his or her rights of
membership from the date, whichever is the later, on which—
(a) the date of joining recorded in the register of members
(b) the date the fees are received by the Association.
(3) Applicants for membership may be vetted by the National Council, who shall have the power to refuse or revoke the membership approval of a Branch Committee, without being bound to give any reason for the rejection.
12 Annual subscription and fee on joining
(1) At each annual general meeting, the Association must determine—
(a) the amount of the annual subscription (if any) for the following financial year; and
(b) the date for payment of the annual subscription.
(2) The Association may determine that the annual subscription payable may vary according to class of membership (see rule 14)
(3) If date based renewals are not enabled, then, the Association may determine that any new member who joins after the start of a financial year must, for that financial year, pay a fee equal to—
(a) the full annual subscription; or
(b) a pro rata annual subscription based on the remaining part of the financial year; or
(c) a fixed amount determined from time to time by the Association.
(4) Subject to rule 13 (2), the rights of a member (including the right to vote) who has not paid the annual subscription by the
due date are suspended until the subscription is paid.
13 General rights of members
(1) A member of the Association who is entitled to vote has the right—
(a) to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by
these Rules; and
(b) to submit items of business for consideration at a general meeting; and
(c) to attend and be heard at general meetings; and
(d) to vote at a general meeting; and
(e) to have access to the minutes of general meetings and other documents of the Association as provided under
rule 77; and
(f) to inspect the register of members.
(2) A member is entitled to vote if—
(a) the member is a member other than an associate member; and
(b) more than 10 business days have passed since he or she became a member of the Association; and
(c) the member's membership rights are not suspended for any disciplinary reason.
(d) the member’s dues are not more than 3 months in arrears.
14 Classes of membership
Classes of Members that have full voting rights but who may pay different subscription rates include:
- Ordinary Members
- Corporate Member
Corporate members may nominate 2 natural persons to represent their voting interest at general meetings or hold
3. Concession Members
4. Members not belonging to classes 1, 2, or 3 may be deemed Associate, Honorary or supporting members
5. Associate members of the Association include—
(a) any members under the age of 15 years; and
(b) Honorary or life members distinguished by their contribution to the purposes of the association
(c) any other category of member as determined by special resolution at a general meeting.
6. An associate member must not vote but may have other rights as determined by the National Council
or by resolution at a general meeting.
15 Rights not transferable
The rights of a member are not transferable and end when membership ceases.
16 Ceasing membership
(1) The membership of a person ceases on resignation, expulsion or death.
(2) If a person ceases to be a member of the Association, the Secretary or delegate must, as soon as practicable,
enter the date the person ceased to be a member in the register of members.
17 Resigning as a member
(1) A member may resign by notice in writing given to the Association.
Note: Rule 74(3) sets out how notice may be given to the association.
It includes by post or by handing the notice to a member of the committee.
(2) A member is taken to have resigned if—
(a) the member's annual subscription is more than 12 months in arrears; or
(b) where no annual subscription is payable—
(i) the Secretary has made a written request to the member to confirm that he or she wishes to remain a member; and
(ii) the member has not, within 3 months after receiving that request, confirmed in writing that he or she wishes to
remain a member.
(c) The National Secretary shall notify the Branch Secretary of all such resignations immediately.
18 Register of members
(1) The Secretary must ensure there is kept and maintained, a register of members that includes—
(a) for each current member—
(i) the member's name;
(ii) the address for notice last given by the member;
(iii) the date of becoming a member;
(iv) if the member is an associate or class of member other than ordinary, a note to that effect;
(v) any other information determined by the Committee.
(2) Any member may, at a reasonable time and free of charge, inspect the register of members.
(3) Provisions for Corporate members
(a) A representative of a corporate member may resign at any time by giving notice in writing, and such member shall be
notified and requested to furnish in writing, the name of the person who will continue to represent the member.
(b) A corporate member may change or withdraw his representative at any time by giving written notice to the Association.
Note: Under section 59 of the Act, access to the personal information of a person recorded in the register of members may be restricted
in certain circumstances. Section 58 of the Act provides that it is an offence to make improper use of information about a person
obtained from the Register of Members.
Division 2—Disciplinary action and Termination of Membership
19 Grounds for taking disciplinary action
The Association may take disciplinary action against a member in accordance with this Division if it is determined that the member—
(a) has failed to comply with these Rules; or
(b) refuses to support the purposes of the Association; or
(c) has engaged in conduct prejudicial to the Association.
Conduct prejudicial is deemed to include;
- Bankruptcy, or entering into any composition with creditors, or having a receiving order outstanding or, a corporation in receivership or subject to a resolution to wind up said corporation.
- Being convicted of a criminal offence, or having close association with known criminals
20 Disciplinary subcommittee
(1) If a Branch Committee is satisfied that there are sufficient grounds for taking disciplinary action against a member, the Branch Committee must appoint a disciplinary subcommittee to hear the matter and determine what action, if any, to take against the member.
(2) The members of the disciplinary subcommittee—
(a) may be Committee members, members of the Association or anyone else; but
(b) must not be biased against, or in favour of, the member concerned.
21 Notice to member
(1) Before disciplinary action is taken against a member, the Branch Secretary must give written notice to the member—
(a) stating that the Association proposes to take disciplinary action against the member; and
(b) stating the grounds for the proposed disciplinary action; and
(c) specifying the date, place and time of the meeting at which the disciplinary subcommittee intends to consider the
disciplinary action (the disciplinary meeting); and
(d) advising the member that he or she may do any of the following, and, setting out the member's appeal rights under
rule 23. The member may;
(i) attend the disciplinary meeting and address the disciplinary subcommittee at that meeting;
(ii) give a written statement to the disciplinary subcommittee at any time before the disciplinary meeting;
- submit in writing their immediate resignation from the association;
- request also that the disciplinary action be heard by the National Council of the association;
(2) The notice must be given no earlier than 28 days, and no later than 14 days, before the disciplinary meeting is held.
22 Decision of subcommittee
(1) At the disciplinary meeting, the disciplinary subcommittee must—
(a) give the member an opportunity to be heard; and
(b) consider any written statement submitted by the member.
(2) After complying with sub-rule (1), the disciplinary subcommittee may—
(a) take no further action against the member; or
(b) subject to sub-rule (3)—
(i) reprimand the member; or
(ii) suspend the membership rights of the member for a specified period; or
(iii) expel the member from the Association.
(3) The disciplinary subcommittee may not fine the member.
(4) The suspension of membership rights or the expulsion of a member by the disciplinary subcommittee under this rule takes
effect immediately after the vote is passed.
(5) The results of any disciplinary meeting must be informed within 7 days to the National Council and the National Secretary.
23 Appeal rights
(1) A person whose membership rights have been suspended or who has been expelled from the Association under rule 22 may
give notice to the effect that he or she wishes to appeal against the suspension or expulsion.
(a) The National council shall in all instances, have the right to decide whether the appeal shall be heard at the Branch or the National level.
(2) The notice must be in writing and given—
(a) to the disciplinary subcommittee immediately after the vote to suspend or expel the person is taken; or
(b) to the Branch Secretary, and in cases where the National Council has heard the disciplinary action also to the National Secretary, not later than 48 hours after the vote.
(c) notices of appeal must be informed to the National Secretary by Branch Secretaries.
(3) If a person has given notice under sub-rule (2), a disciplinary appeal meeting must be convened by the Branch Committee
or as soon as practicable, but in any event not later than 21 days, after the notice is received.
(4) Notice of the disciplinary appeal meeting must be given to each member of the Branch of the Association to whom the
member is affiliated who is entitled to vote as soon as practicable and must—
(a) specify the date, time and place of the meeting; and
(i) the name of the person against whom the disciplinary action has been taken; and
(ii) the grounds for taking that action; and
(iii) that at the disciplinary appeal meeting the members present must vote on whether the decision to suspend or
expel the person should be upheld or revoked.
24 Conduct of disciplinary appeal meeting
(1) At a disciplinary appeal meeting—
(a) no business other than the question of the appeal may be conducted; and
(b) the Committee must state the grounds for suspending or expelling the member and the reasons for taking that action;
(c) the person whose membership has been suspended or who has been expelled must be given an opportunity to be heard.
(2) After complying with sub-rule (1), the members present and entitled to vote at the meeting must vote by secret ballot on the
question of whether the decision to suspend or expel the person should be upheld or revoked.
(3) A member may not vote by proxy at the meeting.
(4) The decision is upheld if not less than three quarters of the members voting at the meeting vote in favour of the decision.
Division 3—Grievance procedure
(1) The grievance procedure set out in this Division applies to disputes under these Rules between—
(a) a member and another member;
(b) a member and the Committee;
(c) a member and the Association.
(2) A member must not initiate a grievance procedure in relation to a matter that is the subject of a disciplinary procedure until the disciplinary procedure has been completed.
26 Parties must attempt to resolve the dispute
The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.
27 Appointment of mediator
(1) If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 26, the parties
must within 10 days—
(a) notify the Committee of the dispute; and
(b) agree to or request the appointment of a mediator; and
(c) attempt in good faith to settle the dispute by mediation.
(2) The mediator must be—
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement—
(i) if the dispute is between a member and another member—a person appointed by the Committee; or
(ii) if the dispute is between a member and the Committee or the Association—a person appointed or employed
by the Dispute Settlement Centre of Victoria.
(3) A mediator appointed by the Committee may be a member or former member of the Association but in any case must
not be a person who—
(a) has a personal interest in the dispute; or
(b) is biased in favour of or against any party.
28 Mediation process
(1) The mediator to the dispute, in conducting the mediation, must—
(a) give each party 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 throughout the mediation process.
(2) The mediator must not determine the dispute.
29 Failure to resolve dispute by mediation
If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
PART 4 - GENERAL MEETINGS OF THE ASSOCIATION
Division 1 – Branch and National General Meetings
30 Annual General Meetings
(1) Requirement for Branch Annual General Meeting
(a) The Branch committee must convene an annual general meeting of the Branch to be held within 3 months after the end of
each financial year and before the end of September.
(b) The Branch Committee may determine the date, time and place of the annual general meeting.
(c) The ordinary business of the annual general meeting is as follows—
(i) to confirm the minutes of the previous annual general meeting and of any special general meeting held since then;
(ii) to receive and consider the annual report on the activities of the Branch during the preceding financial year;
(iii) to receive and consider the financial statements of the Branch for the preceding financial year submitted by the Committee in accordance with Part 7 of the Act;
(iv) to elect the members of the branch committee.
(v) to propose any activities and events and request for funding for the coming year, to be presented to the National Council for consideration at the national AGM
(vi) to propose any resolution to be presented at the National AGM.
(d) The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.
(2) Annual General Meetings of the Association
(a) The National Council must convene an annual general meeting of the Association to be held within 5 months after the end of each financial year.
(b) The National Council may determine the date, time and place of the annual general meeting.
(c) The ordinary business of the annual general meeting is as follows—
(i) to confirm the minutes of the previous annual general meeting and of any special general meeting held since then;
(ii) to receive and consider the annual report on the activities of the Association during the preceding financial year;
(iii) to receive and consider the consolidated financial statements of the Association for the preceding financial year
submitted by the Committee in accordance with Part 7 of the Act;
(iv) to confirm the appointment of the office bearers as voted by the National Council under rule 53;
(v) to confirm or vary the amounts of the annual subscription and joining fee.
(vi) to approve a schedule of activities and events and distributions of money for the coming year as recommended by the National Council under rule 42;
(d) The annual general meeting may also conduct any other business of which prior notice has been given in accordance with these Rules.
(e) Apart from that business noted at (c) in sub-rule 2. Only resolutions passed at a branch general meeting and properly notified prior to distribution of the meeting notice and agenda of the AGM will be considered.
NOTE: This rule is to prevent ad-hoc resolutions proposed at this national AGM being passed without consulting or notifying the membership majority.
(3) Except where specifically noted, the rules and regulations in division 2, shall apply equally to both branch and association general meetings.
Division 2 – Requirements and regulations for General Meetings
31 Special general meetings
(1) Any general meeting of the Association, other than an annual general meeting or a disciplinary appeal meeting, is a special general meeting.
(2) The Branch Committee may convene a special general meeting of the Branch whenever it thinks fit.
(3) The National Council may convene a special general meeting of the Association whenever it thinks fit.
(4) No business other than that set out in the notice under rule 33 may be conducted at the meeting.
Note: General business may be considered at the meeting if it is included as an item for consideration in the notice under rule 33 and the majority of members at the meeting agree.
32 Special general meeting held at request of members
(1) The Committee must convene a special general meeting if a request to do so is made in accordance with sub-rule (2) by
at least 10% of the total number of members of the association for an association special general meeting or of 10% of
members affiliated to the Branch for a branch special general meeting.
(2) A request for a special general meeting must—
(a) be in writing; and
(b) state the business to be considered at the meeting and any resolutions to be proposed; and
(c) include the names and signatures of the members requesting the meeting; and
(d) be given to the Secretary.
(3) If the Committee or National Council does not convene a special general meeting within one month after the date on which
the request is made, the members making the request (or any of them) may convene the special general meeting.
(4) A special general meeting convened by members under sub-rule (3)—
(a) must be held within 3 months after the date on which the original request was made; and
(b) may only consider the business stated in that request.
(5) The Association must reimburse all reasonable expenses incurred by the members convening a special general meeting
under sub-rule (3).
33 Notice of general meetings
(1) The Secretary (or, in the case of a special general meeting convened under rule 32(3), the members convening the meeting)
must give to each member of the Association—
(a) at least 21 days' notice of a general meeting if a special resolution is to be proposed at the meeting; or
(b) at least 14 days' notice of a general meeting in any other case.
(2) The notice must—
(a) specify the date, time and place of the meeting; and
(b) indicate the general nature of each item of business to be considered at the meeting; and
(c) if a special resolution is to be proposed—
(i) state in full the proposed resolution; and
(ii) state the intention to propose the resolution as a special resolution; and
(d) comply with rule 34(5).
(3) This rule does not apply to a disciplinary appeal meeting.
Note: Rule 23(4) sets out the requirements for notice of a disciplinary appeal meeting.
(1) A member may appoint another member as his or her proxy to vote and speak on his or her behalf at a general meeting
other than at a disciplinary appeal meeting.
(2) The appointment of a proxy must be in writing and signed by the member making the appointment.
(3) The member appointing the proxy may give specific directions as to how the proxy is to vote on his or her behalf, otherwise
the proxy may vote on behalf of the member in any matter as he or she sees fit.
(4) If the Committee has approved a form for the appointment of a proxy, the member may use any other form that clearly
identifies the person appointed as the member's proxy and that has been signed by the member.
(5) Notice of a general meeting given to a member under rule 33 must—
(a) state that the member may appoint another member as a proxy for the meeting; and
(b) include a copy of any form that the Committee has approved for the appointment of a proxy.
(6) A form appointing a proxy must be given to the Chairperson of the meeting before or at the commencement of the meeting.
(7) A form appointing a proxy sent by post or electronically is of no effect unless it is received by the Association no later than 24 hours before the commencement of the meeting.
35 Use of technology
(1) A member not physically present at a general meeting may be permitted to participate in the meeting by the use of technology
that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.
(2) For the purposes of this Part, a member participating in a general meeting as permitted under sub-rule (1) is taken to be present
at the meeting and, if the member votes at the meeting, is taken to have voted in person.
36 Quorum at general meetings
(1) No business may be conducted at a general meeting unless a quorum of members is present.
(2) The quorum for a general meeting;
(a) of the association is the presence (physically, by proxy or as allowed under rule 35) of 10% of the members entitled to vote,
or at least 50 members whatever is the lesser.
(b) of a branch of the association is the presence (physically, by proxy or as allowed under rule 35) of 5 of the members affiliated
to that branch and entitled to vote.
(c) The President and Secretary of the association are granted voting rights at any branch meeting they attend.
(3) If a quorum is not present within 30 minutes after the notified commencement time of a general meeting—
(a) in the case of a meeting convened by, or at the request of, members under rule 32—the meeting must be dissolved;
Note: If a meeting convened by, or at the request of, members is dissolved under this sub-rule, the business that was to have been considered at the meeting is taken to have been dealt with. If members wish to have the business reconsidered at another special meeting, the members must make a new request under rule 32.
(b) in any other case—
(i) the meeting must be adjourned to a date not more than 21 days after the adjournment; and
(ii) notice of the date, time and place to which the meeting is adjourned must be given at the meeting and confirmed by written notice given to all members as soon as practicable after the meeting.
(4) If a quorum is not present within 30 minutes after the time to which a general meeting has been adjourned under sub-rule (3)(b), the members present at the meeting (if not fewer than 3) may proceed with the business of the meeting as if a quorum were present.
37 Adjournment of general meeting
(1) The Chairperson of a general meeting at which a quorum is present may, with the consent of a majority of members present at the meeting, adjourn the meeting to another time at the same place or at another place.
(2) Without limiting sub-rule (1), a meeting may be adjourned—
(a) if there is insufficient time to deal with the business at hand; or
(b) to give the members more time to consider an item of business.
Example: The members may wish to have more time to examine the financial statements submitted by the Committee at an annual general meeting.
(3) No business may be conducted on the resumption of an adjourned meeting other than the business that remained unfinished when the meeting was adjourned.
(4) Notice of the adjournment of a meeting under this rule is not required unless the meeting is adjourned for 14 days or more, in which case notice of the meeting must be given in accordance with rule 33.
38 Voting at general meeting
(1) On any question arising at a general meeting—
(a) subject to sub-rule (3), each member, or members representative (in accordance with rule 14 sub-rule 2) who is entitled to vote has one vote; and
(b) members may vote personally or by proxy; and
(c) except in the case of a special resolution, the question must be decided on a majority of votes.
(2) If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.
(3) If the question is whether or not to confirm the minutes of a previous meeting, only members who were present at that meeting may vote.
(4) This rule does not apply to a vote at a disciplinary appeal meeting conducted under rule 24.
39 Special resolutions
A special resolution is passed if not less than three quarters of the members voting at a general meeting (whether in person or by proxy) vote in favour of the resolution.
Note: In addition to certain matters specified in the Act, a special resolution is required—
(a) to remove a committee member from office ;
(b) to alter these Rules, including changing the name or any of the purposes of the Association.
40 Determining whether resolution carried
(1) Subject to subsection (2), the Chairperson of a general meeting may, on the basis of a show of hands, declare that a resolution has been—
(a) carried; or
(b) carried unanimously; or
(c) carried by a particular majority; or
and an entry to that effect in the minutes of the meeting is conclusive proof of that fact.
(2) If a poll (where votes are cast in writing) is demanded by three or more members on any question—
(a) the poll must be taken at the meeting in the manner determined by the Chairperson of the meeting; and
(b) the Chairperson must declare the result of the resolution on the basis of the poll.
(3) A poll demanded on the election of the Chairperson or on a question of an adjournment must be taken immediately.
(4) A poll demanded on any other question must be taken before the close of the meeting at a time determined by the Chairperson.
41 Minutes of general meeting
(1) The Committee must ensure that minutes are taken and kept of each general meeting.
(2) The minutes must record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.
(3) In addition, the minutes of each annual general meeting must include—
(a) the names of the members attending the meeting; and
(b) proxy forms given to the Chairperson of the meeting under rule 34(6); and
(c) the financial statements submitted to the members in accordance with rule 30(1)(c)(iii) & 30(2)(c)(iii); and
(d) the certificate signed by two committee members certifying that the financial statements give a true and fair view of the financial position and performance of the Association; and
(e) any audited accounts and auditor's report or report of a review accompanying the financial statements that are required under the Act.
PART 5—National Council and Branch Committees
Division 1—Powers of National Council and Branch Committees
42 Role and powers of National Committee
(1) The business of the Association shall be managed by or under the direction of a National Council.
(2) The Council may exercise all the powers of the Association except those powers that these Rules or the Act require to be exercised by general meetings of the members of the Association.
(3) The National Council is empowered—
(a) To establish, control and administer, association policy and matters of general policy including:
(i)Any item, which relates to matters outside geographic zones covered by established Branches.
(ii)Any item, which in the opinion of the Council, may affect members of more than one Branch.
(b) To collect annual subscriptions from members and to disburse these to the Branches or otherwise as it may think fit.
(c) To determine who shall be entitled to sign Bills of Exchange, notes, receipts, acceptances, endorsements, cheques, releases, contracts and documents on behalf of the Association.
(d) To co-ordinate the activities of Branches where such co-ordination is considered desirable.
(e) To arbitrate on all differences between Branches of the Association.
(f) To form and establish new Branches of the Association.
(i) To appoint and remove staff; or appoint a member to any position on behalf of the association as it sees fit, excepting those positions which by these rules must be decided by election.
(ii) To establish subcommittees consisting of members with terms of reference it considers appropriate.
(g) To indemnify any officer of the Association in respect of any action whether at law or otherwise taken by or against such member or officer on connection with or relating to the discharge of any official Association duties.
(h) To make, vary, and repeal by-laws and regulations for the proper conduct and management of the Association and all by-laws and regulations so made and for the time being in force shall have full effect accordingly and the Council shall adopt such means as it deems sufficient to bring to the notice of the members of the Association all such by-laws, regulations, amendments and repeals.
(i) To approve the insignia of the Association, styling of its letterhead, membership application form and journals and other literature distributed to members and the public at large.
(j) To affiliate with any organization, association or other body having objects similar or complementary to those of the Association, upon such terms and conditions as it may think fit, and to appoint any member or any other person to represent the Association on any bodies.
(k) To be the official source for contact with other organizations on an Australian basis.
(l) To cause a list of council members to be published and circulated to all council members each year.
(m) Control of Funds- Subject to these rules the whole of the income, funds, and other property of the Association shall be under the control and disposition of the National Council
(1) The National Council may delegate to a member or members of the Council, a subcommittee or staff, any of its powers and functions other than—
(a) this power of delegation; or
(b) a duty imposed on the Committee by the Act or any other law.
(2) The delegation must be in writing and may be subject to the conditions and limitations the National Council considers appropriate.
(3) Without prejudice to the generality of its power of delegation the National Council may authorise Branches to collect and receive all or part of the income of the Association, and may authorise Branches to retain all or part of such income to meet the Branch expenditure and may make payment to Branches for the like purposes.
(4) The National Council may, in writing, revoke a delegation wholly or in part.
(5) The President may delegate any of his duties to the Vice President or a Councillor who may act as his representative, such delegation will automatically revoke after 2 months.
44 Role and powers of the Branch Committee
- The Branch committee may;
- Subject to the sub-rules at rule 42 carry into effect all or any of the objects of the Association insofar as they can be carried out by a single Branch and may exercise all such powers of the Association, and do all such acts and things as may be exercised or done by a single Branch of the Association and are not by this Constitution expressly directed or required to be exercised or done by a General Meeting of the Branch or by the National Council.
- Advise or act on matters particular to the geographical region of the Branch, being a State or Territory or other local region.
- Submit to the National Council an outline of the major activities planned by the Branch to ensure that these do not clash in time or purpose with the activities of other Branches
- Submit to the National Council at the meeting required at rule 59 a budget for the current financial year for approval, in order for the branch distributions to be determined.
- Advise the National Secretary and executive of the result of branch elections and appointments including those branch committee members appointed as National councilors.
- Submit to the National Council any recommendations upon matters of general policy for its consideration either directly or through its elected Councillors
- Authorise payments from branch funds to support the activities of the branch
Division 2—Composition of Committees and duties of members
45 Composition of Branch Committees and National Council
(1) The Branch Committee are elected according to the procedure in division 3 of part 5 of these rules at the annual general meeting of the branch
(a) The committee must consist of not less than 3 members of the association.
(b) The Executive of the branch committee consists of ;
Chairperson, Secretary, and Treasurer. These posts must be filled, a Vice-Chairperson may also be elected.
(c) If the number of members of the branch committee do not constitute a quorum as required by these rules, then, the committee is not of itself empowered to make decisions, and all resolutions of the committee regarding expenditure of funds or use of Branch assets must be ratified by majority vote at any meeting of Branch members entitled to vote where a quorum is achieved.
(d) If at the Annual General Meeting, the minimum number of committee members are not elected, a special general meeting must be called and the elections held again.
(e) If the special general meeting does not resolve the issue, then the branch is to be placed in abeyance, any funds held by the branch are to be returned to the National Treasurer, and the Branch members are to be serviced by the Geographically nearest Branch.
(2) The National Council Committee consists of—
(a) The President; and
(b) The Vice-President; and
(c) The Secretary; and
(d) The Treasurer; and
(e) ordinary members nominated under Rule 54 sub-rule 3
(3) The National Council must be comprised of Branch Committee members nominated by each Branch Committee to represent their
Branches on the National Council.
(4) The National Council shall consist of not less than 5 members and not more than 21
(5) The allocation of council seats will be by membership ratio of branches according to the following rules;
50 or more members - 3 seats
25 to 49 members - 2 seats
Less than 25 members - 1 seat
(6) No corporate member shall be represented on the Council by more than one person.
(7) Branches may substitute an alternative committee member to represent their interests at a council meeting, the substitute shall be granted temporary voting rights, subject to sub-rule 6.
46 General Duties
(1) As soon as practicable after being elected or appointed to the Committee, each committee member must become familiar with these Rules and the Act.
(2) The Committee is collectively responsible for ensuring that the Association complies with the Act and that individual members of the Committee comply with these Rules.
(3) Committee members must exercise their powers and discharge their duties with reasonable care and diligence.
(4) Committee members must exercise their powers and discharge their duties—
(a) in good faith in the best interests of the Association; and
(b) for a proper purpose.
(5) Committee members and former committee members must not make improper use
(a) their position; or
(b) information acquired by virtue of holding their position—
so as to gain an advantage for themselves or any other person or to cause detriment to the Association.
(6) In addition to any duties imposed by these Rules, a committee member must perform any other duties imposed from time to time by resolution at a general meeting
Note: See also Division 3 of Part 6 of the Act which sets out the general duties of the office holders of an incorporated association.
47 President or Branch Chair Person and Vice-President or Vice Chair
(1) Subject to sub-rule (3), the President or, in the President's absence, the Vice-President is the Chairperson for any general meetings of the association and for any National Council meetings.
(2) Subject to sub-rule (3), the Chairperson or, in the Chairperson’s absence, the Vice-Chair is the Chairperson for any general meetings of the branch and for any committee meetings.
(3) If the President (or Chairperson) and the Vice-President (or Vice Chair) are both absent, or are unable to preside, the Chairperson of the meeting must be—
(a) in the case of a general meeting—a member elected by the other members present; or
(b) in the case of a committee meeting or National Council meeting—a committee member or councillor elected by the other members present.
(1) The National Secretary must perform any duty or function required under the Act to be performed by the secretary of an incorporated association.
Under the Act, the secretary of an incorporated association is responsible for lodging documents of the association with the Registrar.
(2) The National Secretary must—
(a) ensure the register of members is maintained in accordance with rule 18; and
(b) keep custody of the common seal (if any) of the Association and, except for the financial records referred to in rule 71(3), all books, documents and securities of the Association in accordance with rules 73 and 77; and
(c) subject to the Act and these Rules, provide members with access to the register of members, the minutes of general meetings and other books and documents; and
(d) perform any other duty or function imposed on the Secretary by these Rules.
(3) The National Secretary must give to the Registrar notice of his or her appointment within 14 days after the appointment.
(4) The Branch Secretary must;
Ensure any membership details of new members elected by the Branch are informed to the Membership Secretary and the National Secretary.
- Keep a contact list of Branch Members in order to inform by mail or e-mail of any Branch activities and General meetings.
- Keep the records of meetings and of any official correspondence.
- And, except for the financial records referred to in rule 71(3), keep custody of all books and documents not covered at (iii)
49 Treasurer – Branch and National
(1) The Treasurer must—
(a) receive all moneys paid to or received by the Association and issue receipts for those moneys in the name of the Association; and
(b) ensure that all moneys received are paid into the account of the Association within 5 working days after receipt; and
(c) make any payments authorised by the Committee or by a general meeting of the Association from the Association's funds; and
(d) ensure cheques or authorisations are signed or otherwise authorised by at least 2 committee members.
(2) The Treasurer must—
(a) ensure that the financial records of the Association or the Branch are kept in accordance with the Act; and
(b) coordinate the preparation of the financial statements of the Association or the Branch and their certification by the Committee prior to their submission to the annual general meeting of the Association. Or in the case of a Branch the annual general meeting of the Branch.
(3) The Treasurer must ensure that at least one other committee member has access to the accounts and financial records of the Association or of the Branch.
(4) The Branch Treasurer must ensure that the financial statements of the branch are forwarded to the National treasurer within
30 days of their presentation to the Branch AGM.
Note See Part 6 for details of financial matters
Division 3—Election of Committee and Council members and tenure of office
50 Who is eligible to be a Committee member
A member is eligible to be elected or appointed as a committee member if the member—
(1) is 18 years or over; and
(2) is entitled to vote at a general meeting.
51 Positions to be declared vacant
(1) This rule applies to—
(a) the first annual general meeting of the Association after its incorporation; or
(b) any subsequent annual general meeting of the Branch or Branches of the Association, after the annual report and financial statements of the Association have been received.
(2) The Chairperson of the meeting must declare all positions on the Committee vacant and hold elections for those positions in accordance with rules 52 to 55.
(1) Prior to the election of each position, the Chairperson of the meeting must call for nominations to fill that position.
(2) An eligible member of the Association may—
(a) nominate himself or herself; or
(b) with the member's consent, be nominated by another member.
(3) A member who is nominated for a position and fails to be elected to that position may be nominated for any other position for which an election is yet to be held.
53 Election of President etc.
(1) At the branch annual general meeting, separate elections must be held for each of the following positions—
(2) If only one member is nominated for the position, the Chairperson of the meeting must declare the member elected to the position.
(3) If more than one member is nominated, a ballot must be held in accordance with rule 55.
(4) On his or her election, the new Chairperson may take over as Chairperson of the meeting.
(5) After Branch elections have been concluded, and prior to the National AGM the National Secretary shall convene a meeting of newly appointed Council Members.
(a) This meeting shall elect or appoint persons by simple majority to the following positions.
(b) Make any other appointments of officers to positions that it deems necessary.
54 Election of ordinary members
(1) The annual general meeting must by resolution decide the number of ordinary members of the Committee (if any) it wishes to hold office for the next year.
(2) A single election may be held to fill all of those positions.
(3) If the number of members nominated for the position of ordinary committee member is less than or equal to the number to be elected, the Chairperson of the meeting must declare each of those members to be elected to the position.
(4) If the number of members nominated exceeds the number to be elected, a ballot must be held in accordance with rule 55.
(1) If a ballot is required for the election for a position, the Chairperson of the meeting must appoint a member to act as returning officer to conduct the ballot.
(2) The returning officer must not be a member nominated for the position.
(3) Before the ballot is taken, each candidate may make a short speech in support of his or her election.
(4) The election must be by secret ballot.
(5) The returning officer must give a blank piece of paper to—
(a) each member present in person; and
(b) each proxy appointed by a member.
Example: If a member has been appointed the proxy of 5 other members, the member must be given 6 ballot papers—one for the member and one each for the other members.
(6) If the ballot is for a single position, the voter must write on the ballot paper the name of the candidate for whom they wish to vote.
(7) If the ballot is for more than one position—
(a) the voter must write on the ballot paper the name of each candidate for whom they wish to vote;
(b) the voter must not write the names of more candidates than the number to be elected.
(8) Ballot papers that do not comply with sub-rule (7)(b) are not to be counted.
(9) Each ballot paper on which the name of a candidate has been written counts as one vote for that candidate.
(10) The returning officer must declare elected the candidate or, in the case of an election for more than one position, the candidates who received the most votes.
(11) If the returning officer is unable to declare the result of an election under subrule (10) because 2 or more candidates received the same number of votes, the returning officer must—
(a) conduct a further election for the position in accordance with subrules (4) to (10) to decide which of those candidates is to be elected; or
(b) with the agreement of those candidates, decide by lot which of them is to be elected.
Examples: The choice of candidate may be decided by the toss of a coin, drawing straws or drawing a name out of a hat.
(12) No objection shall be made as to any irregularity in the nomination of candidates or in any other matter concerning the holding or conduct of a ballot except at the meeting at which the result of the ballot is to be declared. In the case of any such objection being made the Chairman of the meeting may declare the ballot or any aspect thereof invalid, and may give such directions with respect to the holding and conduct of a further ballot, and in this case the decision of the chairman shall be final.
56 Term of office
(1) Subject to subrules (3) and (4) and rule 57, a committee member holds office until the positions of the Committee are declared vacant at the next annual general meeting.
(2) A committee member may be re-elected.
(3) The term of the President if re-elected is limited to 4 consecutive years.
(4) A general meeting of a Branch of the Association may—
(a) by special resolution remove a committee member from office; and
(b) elect an eligible member of the Association to fill the vacant position in accordance with this Division.
(5) A member who is the subject of a proposed special resolution under sub-rule (4)(a) 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 that branch of the Association.
(6) The Secretary or the President/ Branch Chairperson may give a copy of the representations to each member of the branch of the Association or, if they are not so given, the member may require that they be read out at the meeting at which the special resolution is to be proposed.
(7) On completion of his term of office the President becomes the Immediate Past President. The Immediate Past President shall be a member of the National Council ex-officio but shall not be entitled to vote unless representing a Branch as a Councillor or alternate Councillor.
57 Vacation of office
(1) A committee member may resign from the Committee by written notice addressed to the Committee.
(2) A person ceases to be a committee member if he or she—
(a) ceases to be a member of the Association; or
(b) fails to attend 3 consecutive committee meetings (other than special or urgent committee meetings) without leave of absence under rule 68; or
(c) otherwise ceases to be a committee member by operation of section 78 of the Act.
Note: A Committee member may not hold the office of secretary if they do not reside in Australia.
58 Filling casual vacancies
(1) The Branch Committee may appoint an eligible member of the Association to fill a position on the Committee that—
(a) has become vacant under rule 57; or
(b) was not filled by election at the last annual general meeting.
(2) If the position of National Secretary becomes vacant, the National Council Committee must appoint a member to the position within 14 days after the vacancy arises.
(3) Rule 57 applies to any committee member appointed by the Committee under sub-rule (1) or (2).
(4) The Committee may continue to act despite any vacancy in its membership.
Division 4—Meetings of Committee and National Council
59 Meetings of Committee and National Council
(1) The Branch Committees must meet at least 4 times in each year at the dates, times and places determined by the Branch Committee.
(2) The National Council must meet at least twice in each year at the dates, times and places determined by the National Council
(3) The date, time and place of the first committee meeting must be determined by the members of the Committee as soon as practicable after the annual general meeting of the Association at which the members of the Committee were elected.
(4) The first National council meeting must be after appointment of councilors at the Branch AGM but prior to the National AGM as
required by rule 53 sub-rule 5.
(5) Special committee meetings or council meetings may be convened by the President or Branch chairperson or by any 4 members of the Committee or Council.
60 Notice of meetings
(1) Notice of each committee meeting must be given to each committee member no later than 7 days before the date of the meeting.
(2) Notice may be given of more than one committee meeting at the same time.
(3) The notice must state the date, time and place of the meeting.
(4) If a special committee meeting is convened, the notice must include the general nature of the business to be conducted.
(5) The only business that may be conducted at the meeting is the business for which the meeting is convened.
61 Urgent meetings
(1) In cases of urgency, a meeting can be held without notice being given in accordance with rule 60 provided that as much notice as practicable is given to each committee member by the quickest means practicable.
(2) Any resolution made at the meeting must be passed by an absolute majority of the Committee.
(3) The only business that may be conducted at an urgent meeting is the business for which the meeting is convened.
62 Procedure and order of business
(1) The procedure to be followed at a meeting of a Committee must be determined from time to time by the Committee.
(2) The order of business may be determined by the members present at the meeting.
(3) A resolution in writing signed by a majority of members of a Committee shall be as valid and effectual as if it had been passed at a duly convened meeting of the Committee.
63 Use of technology
(1) A committee member who is not physically present at a committee meeting may participate in the meeting by the use of technology that allows that committee member and the committee members present at the meeting to clearly and simultaneously communicate with each other.
(2) For the purposes of this Part, a committee member participating in a committee meeting as permitted under sub-rule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.
(1) No business may be conducted at a Committee meeting unless a quorum is present.
(2) The quorum for a committee meeting is the presence (in person or as allowed under rule 63) of a majority of the committee members holding office but will not be less than 3 subject to the provisions of rule 45(c).
(3) If a quorum is not present within 30 minutes after the notified commencement time of a committee meeting—
(a) in the case of a special meeting—the meeting lapses;
(b) in any other case—the meeting must be adjourned to a date no later than 14 days after the adjournment and notice of the time, date and place to which the meeting is adjourned must be given in accordance with rule 60.
(1) On any question arising at a committee meeting, each committee member present at the meeting has one vote.
(2) A motion is carried if a majority of committee members present at the meeting vote in favour of the motion.
(3) Sub-rule (2) does not apply to any motion or question which is required by these Rules to be passed by an absolute majority of the Committee or as required under rule 45.
(4) If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.
(5) Voting by proxy is not permitted.
66 Conflict of interest
(1) A committee member who has a material personal interest in a matter being considered at a committee meeting must disclose the nature and extent of that interest to the Committee.
(2) The member—
(a) must not be present while the matter is being considered at the meeting; and
(b) must not vote on the matter.
Note: Under section 81(3) of the Act, if there are insufficient committee members to form a quorum because a member who has a material personal interest is disqualified from voting on a matter, a general meeting may be called to deal with the matter.
(3) This rule does not apply to a material personal interest—
(a) that exists only because the member belongs to a class of persons for whose benefit the Association is established; or
(b) that the member has in common with all, or a substantial proportion of, the members of the Association.
67 Minutes of meeting
(1) The Committee must ensure that minutes are taken and kept of each committee meeting.
(2) The minutes must record the following—
(a) the names of the members in attendance at the meeting;
(b) the business considered at the meeting;
(c) any resolution on which a vote is taken and the result of the vote;
(d) any material personal interest disclosed under rule 66.
68 Leave of absence
(1) The Committee may grant a committee member leave of absence from committee meetings for a period not exceeding 3 months.
(2) The Committee must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the committee member to seek the leave in advance.
PART 6—FINANCIAL MATTERS
69 Source of funds
The funds of the Association may be derived from joining fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the National Council.
70 Management of funds
(1) Financial Institution Accounts
(a) The Association must open an account with a financial institution from which all expenditure of the Association is made and into which all of the Association's revenue is deposited.
(b) Each Branch of the association must open an account with a financial institution from which all expenditure of the Branch is made and into which all of the Branches revenue is deposited.
(2) Subject to any restrictions imposed by a general meeting of the Association, and the provisions of these rules the Committee may approve expenditure on behalf of the Association.
(3) The Committee in Council may authorise the National Treasurer to expend funds on behalf of the Association (including by electronic funds transfer) up to a specified limit without requiring approval from the Committee for each item on which the funds are expended.
(4) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by 2 committee members.
(5) All funds of the Association must be deposited into the financial account of the Association no later than 5 working days after receipt.
(6) With the approval of the Committee, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.
71 Financial records
(1) The Association must keep financial records that—
(a) correctly record and explain its transactions, financial position and performance; and
(b) enable financial statements to be prepared as required by the Act.
(2) The Association must retain the financial records for 7 years after the transactions covered by the records are completed.
(3) The Treasurer must keep in his or her custody, or under his or her control—
(a) the financial records for the current financial year; and
(b) any other financial records as authorised by the Committee.
72 Financial statements
(1) For each financial year, the Committee must ensure that the requirements under the Act relating to the financial statements of the Association are met.
(2) Without limiting sub-rule (1), those requirements include—
(a) the preparation of the financial statements;
(b) if required, the review or auditing of the financial statements;
(c) the certification of the financial statements by the Committee;
(d) the submission of the financial statements to the annual general meeting of both Branches and the Association;
(e) the lodgement with the Registrar of the financial statements and accompanying reports, certificates, statements and fee.
PART 7—GENERAL MATTERS
73 Common seal
(1) The Association may have a common seal.
(2) If the Association has a common seal—
(a) the name of the Association must appear in legible characters on the common seal;
(b) a document may only be sealed with the common seal by the authority of the Committee and the sealing must be witnessed by the signatures of two committee members;
(c) the common seal must be kept in the custody of the Secretary.
74 Registered address
The registered address of the Association is—
(a) the address determined from time to time by resolution of the Committee; or
(b) if the Committee has not determined an address to be the registered address—the postal address of the Secretary.
75 Notice requirements
(1) Any notice required to be given to a member or a committee member under these Rules may be given—
(a) by handing the notice to the member personally; or
(b) by sending it by post to the member at the address recorded for the member on the register of members; or
(c) by email or facsimile transmission.
(2) Sub-rule (1) does not apply to notice given under rule 61.
(3) Any notice required to be given to the Association or the Committee may be given—
(a) by handing the notice to a member of the Committee; or
(b) by sending the notice by post to the registered address; or
(c) by leaving the notice at the registered address; or
(d) if the Committee determines that it is appropriate in the circumstances—
(i) by email to the email address of the Association or the Secretary; or
(ii) by facsimile transmission to the facsimile number of the Association.
(4) A notice sent by post shall be deemed to have been served on the second day following that on which it is posted. A certificate in writing signed by the National Secretary or a Branch Secretary or other proper officer that the envelope or wrapper containing the notice was so addressed and posted shall be sufficient to prove service by post.
(5) An accidental omission to give notice of a meeting to, or the non- receipt of a notice of meeting by any member shall not invalidate the proceedings at any meeting
76 Validity of Documents
(1) A resolution or decision in writing signed by a majority of members of a Committee shall be as valid and effectual as if it had been passed at a properly convened meeting of the Committee.
(2) Documents and other communication sent by electronic means and duly affirmed by the sender shall be deemed to be as valid as physical documents unless retracted within 48 hours.
77 Custody and inspection of books and records
(1) Members may on request inspect free of charge—
(a) the register of members;
(b) the minutes of general meetings;
(c) subject to sub-rule (2), the financial records, books, securities and any other relevant document of the Association, including minutes of Committee meetings.
Note: See note following rule 18 for details of access to the register of members.
(2) The Committee may refuse to permit a member to inspect records of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association.
(3) The Committee must on request make copies of these rules available to members and applicants for membership free of charge.
(4) Subject to sub-rule (2), a member may make a copy of any of the other records of the Association referred to in this rule and the Association may charge a reasonable fee for provision of a copy of such a record.
(5) For purposes of this rule—
relevant documents means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the Association and includes the following—
(a) its membership records;
(b) its financial statements;
(c) its financial records;
(d) records and documents relating to transactions, dealings, business or property of the Association.
78 Winding up and cancellation
(1) The Association may be wound up voluntarily by special resolution.
(2) In the event of the winding up or the cancellation of the incorporation of the Association, the surplus assets of the Association must not be distributed to any members or former members of the Association.
(3) Subject to the Act and any court order made under section 133 of the Act, the surplus assets must be given to a body that has similar purposes to the Association and which is not carried on for the profit or gain of its individual members.
(4) The body to which the surplus assets are to be given must be decided by special resolution.
(5) Branch Dissolution-A Branch may be wound up if at a General Meeting of members enrolled with the Branch, a resolution to that effect is passed and such resolution is confirmed by a subsequent postal ballot of all members so enrolled. The ballot sheet shall be sent to members within 30 days if the resolution so to be confirmed is passed.
In the event of the Branch being wound up, surplus assets and funds after payment of the Branch’s liabilities and the expenses of winding up shall vest absolutely in the Australian Electric Vehicle Association.
79 Alteration of Rules
These Rules may only be altered by special resolution of a general meeting of the Association. Such a resolution must first be proposed and passed at a branch general meeting in accordance with rule 30 subrule1 (d)(vi) or under rule 31. Upon receiving notification of such a resolution the National Council shall, at its earliest convenience, convene a general meeting of the association to consider the special resolution.
Note: An alteration of these Rules does not take effect unless or until it is approved by the Registrar. If these Rules (other than rule 1, 2 or 3) are altered, the Association is taken to have adopted its own rules, not the model rules.
The officers for the time being of the Association and the Trustees (if any) for the Association shall be indemnified out of the funds of the Association against all costs, charges, losses, damages and expenses which they shall respectively incur or be put to on account of any act, deed, matter or thing which shall be executed, done or permitted by them respectively, in or about the bona fide execution of their respective offices, and shall be reimbursed by the Association all reasonable expenses incurred by them in or about any legal proceedings or an arbitration on account of the Association or otherwise in the execution of their respective offices, and no officer or trustee shall be chargeable for any money which he shall not actually receive, or be answerable for the acts, receipts, neglects or defaults of any other officer or trustee, or of any banker, broker, collector, agent or other person appointed by the Association or such trustees, (as the case may be) with whom, or into whose hands any property or money of the Association may be deposited or come, or for the insufficiency of any security or investment in or upon which any of the moneys of the Association shall be invested by order of the Association or for any loss or damage which may happen in the execution of his office
81 EXEMPTION FROM LIABILITY
No Committee Member, Secretary, Trustee or other officer shall be liable or responsible to any member for any loss or damage suffered by any member by reason of any act, resolution, decision, matter or thing done or omitted by such Committee Member, Secretary, Trustee or other officer whether alone or in conjunction with any other person or persons in pursuance or in purported pursuance of any provision of this Constitution.
PART 8 — BRANCHES OF THE ASSOCIATION
(1) The Association shall have Branches in such states, areas and cities as the National Council may decide.
(2) Any member, group of members or Branch of the Association may request approval from the Secretary to form a new Branch. Copies of all correspondence and broad outlines of action shall however, be forwarded regularly to the Secretary of the National Council.
(3) Unless the Council determines otherwise the new group formed shall be considered as a division of the geographically closest Branch to be administered by a Convener. The division may apply to the National Council for affiliation with the Association as a separate Branch.
(4) The members of a Branch shall be the Member authorised to form such Branch, and all other Members of the Association from time to time resident within the designated area of such Branch.
(5) A Corporate member who desires to be affiliated with more than one Branch shall apply for such affiliation. If admitted on payment of the subscription prescribed by the National Council it may nominate representatives to any Branch.
(6) A member enrolled with any Branch who wishes to be transferred to another Branch may, with the consent of the Committees of both Branches, be transferred to that other Branch.
(7) A member enrolled with any Branch while visiting a centre at which another Branch is located, shall be entitled to participate in all proceedings of that Branch, except that he shall not be entitled to vote on any motion or resolution of the Branch.
(8) Branches shall conform to directions from the National Council on matters over which the Council has authority as set out in Rule 42. In the event of a Branch failing to abide by the Council’s decisions the Council shall have the power to take over the affairs of the Branch.