Constitution of the Lightweight Structures Association of Australasia Inc.  

PART 1  PRELIMINARY

A.     STATEMENT OF NAME, AIM AND OBJECTS

NAME

(1)     The association shall be named the “Lightweight Structures Association of Australasia Incorporated”, hereafter called the ‘association’.

DEFINITION

(2)     “Lightweight structure” means a structure made of any material.

(a)     the shape of which is determined through an optimisation process involving a critical loading case as a primary parameter for optimisation. 

(b)    the self weight of which is typically a small portion of the applied load, and

(c)     which seeks to be economical in terms of material usage.

employed in architecture, engineering and building construction and associated fields (including the construction of aircraft, motor vehicles, boats and ships) and included cable, membrane (tent and pneumatic) shell and folded structures as well as space grids, braced vaults and domes, arched, stayed and trussed systems. 

OBJECTS

(3)     The objects of the Association are:

(a)     To constitute an autonomous inter-disciplinary body however comprised of parties interested or involved in the field of lightweight structures with the basic aim of promoting the proper application of lightweight structures, their design, fabrication, construction and materials, and the development of these and other aspects particular to lightweight structures.

(b)     To establish itself as a reference body on lightweight structures.

(c)     To collect and disseminate information in the field of its members, encouraging the exchange of information between members of those interested, through publications and the organization of meetings, seminars and conferences.

(d)     To promote the proper application of lightweight structures.

(e)     To contribute towards implementation of suitable guidelines for the design, analysis, fabrication, construction and application of lightweight structures.

(f)      To encourage research and development in the field.

(g)     To maintain links with international institutions and groups to update technology and information.

(h)     To promote the services and products of the members.

(i)      To represent generally the views of persons concerned with lightweight structures.

(j)      To undertake and implement  in such a manner as it thinks fit such other matters related to any or all of the above objects as may from time to time be deemed expedient by the committee. 

B.     INTERPRETATION

RULE 1.

(1)     In these rules, except in so far as the context or subject matter otherwise indicates or requires:-

“ordinary member” means a member of the committee who is not an office-bearer of the association, as referred to in rule 13 (2);

“secretary” means –

(a)     the person holding office under these rules as secretary of the association; or

(b)     where no such person holds that office – the public officer of the association;

“special general meeting” means a general meeting of the association other than annual general meeting.

“the Act” means the Association Incorporation Act, 1984;

“the Regulation” means the Associations Incorporation Regulation, 1985. 

(2)     In these rules –

(a)     a reference to a function includes a reference to a power, authority and duty; and

(b)     a reference to the exercise of a function includes, here the function is a duty, a reference to the performance of the duty.

(3)     The provisions of the Interpretation Act, 1987, apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.

PART II – MEMBERSHIP

MEMBERSHIP QUALIFICATIONS

RULE 2.

(1)     Subject to these rules and any determinations of the committee, any individual corporation or body involved or interested in the field of lightweight structures is eligible to become a member of the association.

(2)     Membership of the association shall consist of the following classes, the respective qualifications or characteristics required for admission to which are set out below.

(a)     Company Members

- consulting organisations

- fabricators and specialist contractors

- federal, state and local government departments

- material manufacturers and suppliers

(b)     Individual Members

- individual architects

- individual engineers and other specialists

- employees of government departments

- other interested individuals including users and owners

(c)     Associate Members      

Other interested parties, including associations, related national and international organisations, academic, government and industry research groups 

(d)     Student Members

Students of architecture, engineering or associated disciplines who are enrolled in a tertiary teaching institution. 

(e)     Sponsor Members

Financial supporters of the association 

(f)      Honorary Members

Outstanding individuals who have contributed to the development of lightweight structures or given outstanding service to the association. 

(3)     A person referred to in Section 15(1) (a) of the Act who has not ceased to be a member of the association at any time after incorporation of the association under the Act shall be qualified to be a member of the association and that person shall be a member of that qualified to be member of the association and that person shall be a member of that class of membership as the committee shall determine.

(4)     A person who is eligible for membership and who:

(i)      has been nominated for membership of the association as provided by Rule 3, and

(ii)     has been approved for membership of the association by the committee

shall also be qualified to be a member of the association.

(5)     In the case of any incorporated body, which is eligible for membership, such natural person whom the committee in its absolute discretion decides to recognise as representing that body (whether or not such person in fact has authority to represent such body) shall be eligible for membership.  While the committee continues to recognise a representative as representing a particular body, no other person shall be qualified to be a representative of the same body.  A person shall be qualified to be a representative member notwithstanding that he or she may already be an individual member in his or her own right and vice versa.

(6)     Honorary Membership may be invited by the association at an annual general meeting, following recommendation from the committee, to outstanding individuals who have contributed to the development of lightweight structures or given outstanding service to the association.

(7)     Student members are eligible for transfer to individual membership, upon cessation of enrolment of tertiary institution.  Student members must inform the secretary of the association of the date on which he or she ceased to be enrolled.  Where a student member’s membership is not transferred within 12 months after the date on which he or she ceased to be enrolled, his or her membership will cease at the expiration of that 12 month period. 

NOMINATION FOR MEMBERSHIP

RULE 3.

(1)     A nomination of a person for membership of the association –

(a)        shall be made by a member of the association in writing in the form set out in Appendix 1 these rules; and 

(b)        shall be lodged with the secretary of the association.

(2)     As soon as practicable after receiving a nomination for membership, the secretary shall refer  the nomination to the committee which shall determine whether to approve or to reject the nomination and the particular class of membership to which the nominee is to be admitted.

(3)     Where the committee determines to approve a nomination for membership, the secretary shall, as soon as practicable after that determination, notify the nominee of that approval and request the nominee to pay within the period of 28 days after receipt by the nominee of the notification the sum payable under these rules by a member as entrance fee and annual subscription.

(4)     The secretary shall, on payment by the nominee of the amounts referred to in clause (3) within the period referred to in that clause, enter the nominee’s name in the register of members and; upon the name being so entered, the nominee becomes a member of the association and of the class determined by the committee.

CESSATION OF MEMBERSHIP –

RULE 4.

A person ceases to be a member of the association if the person

(a)        dies;

(b)        resigns that membership; or

(c)        is expelled from the association; or 

(d)        in the case of a member representing a body, if the committee in its absolute discretion decides to no longer recognise him or her as representing the boy in respect of which he or she was admitted.

MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE

RULE 5.

A right, privilege or obligation which a person has by reason of being a member of the association         

(a)     is not capable of being transferred or transmitted to another person; and 

(b)     terminates upon cessation of the person’s membership.

RESIGNATION OF MEMBERSHIP

RULE 6. 

(1)        A member of the association is not entitled to resign that membership except in accordance with this rule. 

(2)        A member of the association who has paid all amounts payable by the member to the association in respect of the member’s membership may resign from membership of the association by first giving notice (being not less than 1 month or not less than such other period as the committee may determine) in writing to the secretary of the member’s intention to resign and, upon the expiration of the period of notice, the member ceases to be a member.

(3)        Where a member of the association ceases to be a member pursuant to clause (2), and in every other case where a member ceases to hold membership, the secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

REGISTER OF MEMBERS

RULE 7.

(1)        The public officer of the association shall establish and maintain a register of members of the association specifying the name and address of each person who is a member of the association together with the date on which the person became a member and particulars of that person’s class of membership. 

(2)        The register of members shall be kept at the principal place of administration of the association and shall be open for inspection, free of charge, by any member of the association at any reasonable hour.

FEES, SUBSCRIPTIONS ETC.

RULE 8.

(1)        A member of the association shall, upon admission to membership, pay to the association a fee of $1 or, where some other amount is determined by the committee, (either general or in respect of a particular class or membership) of that other amount. 

(2)        In addition to any amount payable by the member under clause (1), a member of the association shall pay to the association an annual membership fee of such amount as determined by the committee –

(a)     except as provided by paragraph (b), before 1st July in each calendar year; or 

(b)     where the member becomes a member on or after 1st July in any calendar year – upon becoming a member and before 1st July in each succeeding calendar year.

MEMBERS’ LIABILITIES

RULE 9.

The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the cost, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by rule 8.

RESOLUTION OF INTERNAL DISPUTES

RULE 9A.

Disputes between members (in their capacity as members) of the association, and disputes between member and the association, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act, 1983.

DISCIPLINING OF MEMBERS

RULE 10.

(1)        A complaint may be made by any member of the association that some other member of the association:

(a)     has persistently refused or neglected to comply with a provision or provisions of these rules; or

(b)    has persistently and wilfully acted in a manner prejudicial to the interests of the association, or

(c)     has refused or neglected to comply with the association’s Code of Ethics.

(2)        On receiving such a complaint, the committee:

(a)     must cause notice of the complaint to be served on the member concerned; and

(b)    must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint; and

(c)     must take into consideration any submissions made by the member in connection with the complaint. 

(3)        The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved. 

(4)        If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under rule 12.

(5)        The expulsion or suspension does not take effect:

(a)     until the expiration of the period within which the member is entitled to appeal against the resolution concerned; or

(b)    if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under rule 12 (4), whichever is the later.

(6)        For the purpose of this rule, the association’s Code of Ethics shall be as set out below or as subsequently amended in such manner as the committee may from time to time determine and notify to members. 

(a)     The responsibility of members for the welfare, health and safety of the community shall at all times come before their responsibility to the industry and their profession, to sectional or private interests, or to other members.

(b)    Members shall act to as to uphold and enhance the honour, integrity and the industry and their profession.

(c)     Members shall build their reputation on merit and strive to achieve the highest standards in all endeavours, and shall compete fairly and legally.

(d)    Members shall apply their skill and knowledge in the best interests of their clients.

(e)     Members shall give evidence, express opinions, make statements or promote their services in an objective and truthful manner and on the basis of adequate knowledge.

(f)     Members shall continue their technical development and shall actively assist and encourage members under their direction and other members to advance their knowledge and experience.

RIGHT OF APPEAL OF DISCIPLINED MEMBER 

RULE 11.

(1)        A member may appeal to the association in general meeting against a resolution of the committee which is confirmed under rule 11, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.

(2)        The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.

(3)        On receipt of a notice from a member under clause (1), the secretary must notify the committee which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary received the notice.

(4)        At a general meeting of the association convened under clause (3);

(a)     no business other than the question of the appeal shall be transacted; 

(b)    the committee and the member shall be given the opportunity to state their respective cases orally, or in writing, or both; and

(c)     the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(5)     If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

PART III – THE COMMITTEE

POWERS, ETC. OF COMMITTEE

RULE 12.

The committee shall be called the committee of management of the association and, subject to the Act, the Regulation and these rules and to any resolution passed by the association in general meeting – 

(a)     shall control and manage the affairs of the association;

(b)     may exercise all such functions as may be exercised by the association other than those functions that are required by these rules to be exercised by a general meeting of members of the association; and

(c)     has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.

CONSTITUTION AND MEMBERSHIP

RULE 13.

(1)        Subject in the case of the first members of the committee to section 21 of the Act, the committee shall consist of –

(a)     the office-bearers of the association; and

(b)     a maximum of 5 ordinary members, 3 of whom shall be elected at the annual general meeting of the association pursuant to rule 14.  The remaining 2 shall be the immediate past president and immediate past secretary who if duly qualified and willing to act and not otherwise an office-bearer or member of the committee shall be defacto members until the next annual general meeting of the association.

(c)     Only individual and honorary members and persons for the time being representing corporations which are company members shall be eligible to be elected as office-bearers of the association or as ordinary members of the committee.

(2)     The office-bearers of the association shall be –

(a)     the president;

(b)    the vice-president; 

(c)     the treasurer; and

(d)    the secretary.

(3)        Each member of the committee shall, subject to these rules, hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

(4)        In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.

ELECTION OF MEMBERS

RULE 14.

(1)        Nominations of candidates for election as office-bearers of the association or as ordinary members the committee – 

(a)     shall be made in writing, signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

(b)    shall be delivered to the secretary of the association not less than 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

(2)        If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations shall  be received at the annual general meeting.

(3)        If insufficient further nominations are received, any vacant positions remaining on the committee shall be deemed to be casual vacancies.

(4)        If the number of nominations received is equal to the number of vacancies to be filled, the person nominated shall be deemed to be elected.

(5)        If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.

(6)        The ballot for the election of office-bearers and ordinary members of the committee shall be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

(7)        A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for election to another office at the same election.

SECRETARY

RULE 15

(1)        The secretary of the association shall, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.

(2)        It is the duty of the secretary to keep minutes of –

(a)     all appointments of office-bearers and members of the committee;

(b)    the names of members of the committee present at a committee meeting or a general meeting and

(c)     all proceedings at committee meetings and general meetings.

(3)        Minutes of proceedings at a meeting shall be signed by the chairperson of the meeting

or by the chairperson of the next succeeding meeting.

TREASURER

RULE 16.

It is the duty of the treasurer of the association to ensure that –

(a)     all money due to the association is collected and received and that all payments

authorised by the association are made; and 

(b)     correct books and accounts are kept showing the financial affairs of the association including full details of all receipts and expenditure connected with the activities of the association.

CASUAL VACANCIES

RULE 17.

For the purposes of these rules, a casual vacancy in the office of a member of the committee occurs is the member –

(a)     dies; 

(b)     ceases to be a member of the association or to remain eligible to be elected as a member of the committee;

(c)     becomes an insolvent under administration within the meaning of Corporations Law;

(d)     resigns office by notice in writing given to the secretary;

(e)     is removed from office under rule 18;

(f)      becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or

(g)     is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.

REMOVAL OF MEMBER

RULE 18

(1)       The association in a general meeting may be resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

(2)       Where a member of the committee to whom a proposed resolution referred to in clause (1) relates make representations in writing to the secretary or president (not exceeding a reasonable length) and request that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

MEETINGS AND QUORUM

RULE 19

(1)       The committee shall meet at least 3 times in each period of 12 months at such place and time as the committee may determine.

(2)       Additional meetings of the committee may be convened by the president or by any member of the committee.

(3)       Oral or written notice of a meeting of the committee shall be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.

(4)       Notice of a meeting given under clause (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting except business which the committee members present at the meeting unanimously agree to treat as urgent business.

(5)       At least 50% of members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.

(6)       No business shall be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day in the following week.

(7)       If the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meting shall be dissolved.

(8)       At a meeting of the committee

(a)     the president or, in the president’s absence, the vice-president, shall preside; or 

(b)    if the president and the vice-president are absent or unwilling to act such one of the remaining members of the committee as may be chosen by the members  present at the meeting shall preside. 

DELEGATION BY COMMITTEE TO SUB-COMMITTEE (OR WORKING-GROUP)

RULE 20.

(1)       The committee may, by instrument in writing, delegate to one or more sub-committees (or working-groups), consisting of such member or members of the association as the committee thinks fit, the exercise of such of the functions of the committee as are specified in the instrument, other than –

(a)     this power of delegation; and

(b)     a function which is a duty imposed on the committee by the Act or by any other law.

(2)       A function the exercise of which has been delegated to a sub-committee (or working-group) under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee (or working-group) in accordance with the terms of the delegation.

(3)       A delegation under this section may be made subject to such conditions or limitations as to such conditions or limitations as to the exercise of any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of delegation.

(4)       Notwithstanding any delegation under this rule, the committee may continue to exercise any function delegated.

(5)       Any act or thing done or suffered by a sub-committee (or working-group) acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.

(6)       The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.

(7)       A sub-committee (or working-group) may meet and adjourn as it thinks proper. 

(8)       A sub-committee (or working-group) may co-opt other members of the association subject to approval by the committee of the association.

Under circumstances and conditions as approved by the committee non-members of the association may be co-opted to a sub-committee or working-group. 

VOTING AND DECISIONS

RULE 21.

(1)       Questions arising at a meeting of the committee or of any sub-committee (or working-group) appointed by the committee shall be determined by a majority of the votes of members of the committee or sub-committee (or working-group) present at the meeting.

(2)       Each member present at a meeting of the committee or sub-committee (or working-group appointed by the committee (including the person presiding at the meeting) is entitled to one vote but in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(3)       Subject to rule 19(5), the committee may act notwithstanding any vacancy on the committee.

(4)       Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or buy a sub-committee (or working-group) appointed by the committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee. 

PART IV – GENERAL MEETINGS

ANNUAL GENERAL MEETINGS – HOLDING OF

RULE 22

(1)       With the exception of the first annual general meeting of the association, the association shall at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association, convene an annual general meeting of its members.

(2)       The association shall hold its first annual general meeting –

(a)     within the period of 18 months after its incorporation under the Act; and

(b)     within the period of 6 months after the expiration of the first financial year of the association.

(3)       Clauses (1) and (2) have effect subject to any extension or permission granted by the Commission under section 26(3) of the Act.

ANNUAL GENERAL MEETINGS – CALLING OF AND BUSINESS AT 

RULE 23.

(1)       The annual general meeting of the association shall, subject to the Act and to rule 22, be convened on such date and at such place and time as the committee thinks fit.

(2)       In addition to any other business which may be transacted at an annual general meeting, the business an annual general meeting shall be – 

(a)     to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;

(b)     to receive from the committee reports upon the activities of the association during the last preceding financial year;

(c)     to elect office-bearers of the association and ordinary members of the committee;

and

(d)     to receive and consider the statement which is required to be submitted to members pursuant to section 26(6) of the Act.

(3)       An annual general meeting shall be specified as such in the notice convening it.

SPECIAL GENERAL MEETINGS – CALLING OF

RULE 24.

(1)     The committee may, whenever it thinks fit, convene a special general meeting of the association by means of a general meeting of members or by mail vote of members.

A mail vote of the members of the association shall be distributed to all financial members.  Replies to mail votes shall be in the hands of the secretary within fourteen (14) days of the advice of this vote, or within any other period as determined by the committee.

(2)     The committee shall, on the requisition in writing of not less than 5 per cent of the total number of members, convene a special general meeting of the association.

(3)     A requisition of members for a special general meeting –

(a)       shall state the purpose or purposes of the meeting;

(b)       shall be signed by the members making the requisitions;

(c)       shall be lodged with the secretary; and

(d)       may consist of several documents in similar form, each signed by one or more of the members making the requisition.

(4)     If the committee fails to convene a special general meeting to be held within 1 month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

(5)     A special general meeting convened by a member or members as referred to in clause (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.

NOTICE

RULE 25.

(1)     Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by prepaid post to each member at the member’s address appearing in the register of members, a notice specifying

the place, date and time of the meeting and the nature the business proposed to be transacted at the meeting.

(2)     Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in clause (1) specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.

(3)     No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to rule 23(2).

(4)     A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary, who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.

PROCEDURE

RULE 26.

(1)     No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.

(2)     Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

(3)     If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

(4)     If at the adjourned meeting a quorum is not present within half and hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall constitute a quorum.

PRESIDING MEMBER

RULE 27

(1)     The president or, in the president’s absence, the vice-president, shall preside as chairperson at each general meeting of the association.

(2)     If the president and the vice-president are absent from a general meeting or unwilling to act, the members present shall elect one of their number to preside as chairperson at the meeting.

ADJOURNMENT

RULE 28.

(1)     The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place. 

(2)     Where a general meeting is adjourned for 14 days or more, the secretary shall give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(3)     Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

MAKING OF DECISIONS

RULE 29.

(1)     A question arising at a general meeting of the association shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against that resolution.

(2)     At a general meeting of the association, a poll may be demanded by the chairperson or by not less than 3 members present in person or by proxy at the meeting.

(3)     Where a poll is demanded at a general meeting, the poll shall be taken –

(a)       immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or

(b)       in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.

 SPECIAL RESOLUTION

 RULE 30.

A resolution A resolution of the association is a special resolution if –

(a)       it is passed by a majority which comprises not less than three-quarters of such members of the association as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which not less than 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or

(b)       where it is made to appear to the Commission that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a) – the resolution is passed in a manner specified by the Commissioner. 

VOTING

RULE 31. 

(1)     Each individual, company or honorary member present in person or by proxy at any meeting of the association shall on a show of hands and upon a poll or ballot shall have one vote.  Associate, student and sponsor members shall not have voting rights.

(2)     All votes shall be given personally or by proxy but no member may hold more than 5 proxies.

(3)     In the case of an equality of votes on a question at a general meeting, the chairperson of the meting is entitled to exercise a second or casting vote. 

(4)     A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current  year.

(5)     A proxy must be a member of the association.

APPOINTMENT OF PROXIES

RULE 32

(1)     Each member shall be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

(2)     The notice appointing the proxy shall be in the form set out in Appendix 2 to these rules. 

PART V – MISCELLANEOUS

INSURANCE

RULE 33.

(1)     The association shall effect and maintain insurance pursuant to section 44 of the Act.

(2)     In addition to the insurance required under clause (1), the association may effect and maintain other insurance.

FUNDS – SOURCE

RULE 34.

(1)     The funds of the association shall be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, such other sources as the committee determines.

(2)     All money received by the association shall be deposited as soon as practicable and without deduction to the credit of the association’s bank account.

(3)     The association shall, as soon as practicable after receiving any money, issue and appropriate receipt.

FUNDS – MANAGEMENT

RULE 35.

(1)     Subject to any resolution passed by the association in general meeting, the funds of the association shall be used in pursuance of the objects of the association in such manner as the committee determines.

(2)     All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any 2 members of the committee or employees of the association, being members or employees authorised to do so by the committee.

ALTERATION OF OBJECTS AND RULES

RULE 36. 

The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the association.

COMMON SEAL

RULE 37. 

(1)     The common seal of the association shall be kept in the custody of the public officer.

(2)     The common seal shall not be affixed to any instrument except by the authority of the committee and the affixing of the common seal shall be attested by the signatures either of 2 members of the committee or of 1 member of the committee and of the public officer or secretary. 

CUSTODY OF BOOKS ETC.

RULE 38. 

Except as otherwise provided by these rules, the public officer shall keep in his or her custody or under his or her control all records, books and other documents relating to the association. 

INSPECTION OF BOOKS ETC.

RULE 39.

The records, books and other document of the association shall be open to inspection, free of charge, by a member of the association at any reasonable hour. 

SERVICE OF NOTICES

RULE 40.

(1)     For the purpose of these rules, a notice may be served by or on behalf of the association upon any member either personally or by sending it by post to the member at the member’s address shown in the register of members.

(2)     Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.

Sydney, July 1996

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