Victorian 3D Society - Rules of Incorporation

Rules

The Victorian 3D Society Incorporated Rules

Associations Incorporation Act 1981 Schedule 2

1.1 The name of the Incorporated Association is The Victorian 3D Society Incorporated
(in these rules called 'the Association')

Interpretation

2.1 In these Rules, unless the contrary intention appears:

Annual General Meeting
means a meeting of members convened as part of a General Meeting in accordance with Rule 8.
Committee
means the Committee of Management of the Association
Financial Year
means the year ending 30 June
General Meeting
means a General Meeting of members convened in accordance with Rule 9
Member
means a member of the Association
Ordinary Member of the Committee
means a member of the Committee who is not an officer of Association under Rule 11
The Act
means the Associations Incorporation Act 1981
The Regulations
means Regulations under the Act

2.2 In these Rules, a reference to the Secretary of an Association is a reference:

where a person holds office under these Rules as Secretary of the Association-to that person; and

in any other case, to the Public Officer of the Association

Words of expressions contained in these Rules shall be interpreted in accordance with the Interpretation of Legislation Act 1984 and the Act as in force from time to time.

Annual Subscription

3.1 The annual subscription shall be as determined by the Committee from time to time, and may be set at differing rates for various classes of membership.

The initial classes of membership shall be individual, family and concessional with deletions or additions to those classes as the Committee may from time to time determine.

Annual subscriptions are payable in advance on or before 1 January in each year

There shall be elevated from the membership of the Association such members as the Committee may consider as worthy those members to be known as honorary life members who (subject to Rule 7) shall be members of the Association for the term of their life without payment of any further subscriptions. Those members who are currently life members of the Victorian 3D Society shall automatically become honorary life members of the Association upon incorporation.

4.1 The Secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member and that member's membership class, and the register shall be available for inspection and copying by members upon request.

Application For Membership

5.1 A natural person who applies and is approved for membership as provided in these Rules is eligible to be a member of the Association on payment of the annual subscription payable under these Rules.
5.2 A person who is not a member of the Association at the time of incorporation of the Association (or who was a member at that time but has ceased to be a member) shall not be admitted to membership except in accordance with this Rule.
5.3 A person who seeks to be admitted for membership of the Association shall complete an application in the form or to the effect of Appendix 1 and shall lodge same with the Secretary of the Association together with the annual subscription relevant to the class of membership sought.
5.4 As soon as is practical after the receipt of an application, the Secretary shall accept the application or in the sole discretion of the Secretary refer the application to the Committee.
5.5 Upon an application being referred to the Committee, the Committee may enquire of the applicant as to such matters as may be relevant to the applicant’s membership of the Association and shall determine whether to approve or to reject the application.
5.6 Upon an application being approved by the Committee, the Secretary shall, with as little delay as possible notify the applicant in writing of the approval for membership of the Association. If the application is not approved, the Secretary shall, with as little delay as possible notify the applicant in writing of the rejection of membership, and refund all subscription monies paid by the applicant.
5.7 The Secretary shall, upon acceptance of an application or approval of an acceptance of an application by the Committee as the case may be, enter the applicant's name in the register of members and, upon the name being so entered, the applicant becomes a member of the Association.
5.8 A right, privilege, or obligation of a person by reason of membership of the Association:

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

terminates upon cessation of membership whether by death or resignation or otherwise.

Resignation and Expulsion of Member

6.1 A member of the Association who has paid all moneys due and payable by the member to the Association my resign from the Association at any time by giving notice in writing to the Secretary of his or her intention to resign and upon receipt of such notice by the Secretary, the member ceases to be a member.

Upon receipt of a notice of intention to resign under sub-clause (1), the Secretary shall make in the register of members an entry recording the date on which the member by whom the notice was given, ceased be a member

At the discretion of the Committee, a failure to pay the annual subscription within four months of its becoming due may be deemed to be written notification for the purposes of clause 6.1.

7.1 Subject to the rules, the Committee may by resolution:

expel a member from the Association;

suspend a member from membership of the Association for a specified period; or

fine a member an amount not exceeding $20 if the Committee is of the opinion that the member:
1. has refused or neglected to comply with these Rules; or
2. has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.

7.2 A resolution of the Committee under sub-clause (1):
a) does not take effect unless the Committee, at a meeting held not earlier than 14 and not later than 28 days after the service on the member of a notice under sub-clause (3) confirms the resolution in accordance with this clause; and
b) where the member exercises a right of appeal to the Association under this clause, does not take effect unless the Association confirms the resolution in accordance with this clause.
7.3 If the Committee passes a resolution under sub-clause (1), the Secretary shall, as soon as practical cause to be served on the member a notice in writing:

setting out the resolution of the Committee and the grounds on which it is based;

stating that the member may address the Committee at a meeting to be held not earlier than 14 and not less than 28 days after service of notice;

stating the date, place and time of that meting;

informing the member that he or she may do one or more of the following:
(i) Attend that meeting;
(ii) Give to the Committee before the meeting a written statement seeking the revocation of the resolution; and
(iii) Not later than 24 hours before the date of the meeting lodge with the Secretary a notice to the effect that he or she wishes to appeal to the Association in General Meeting against the Resolution

7.4 At a meeting of the Committee held in accordance with sub-clause (2), the Committee:
a) shall give to the member an opportunity to be heard;
b) shall give due consideration to any written statement submitted by the member; and
c) shall by resolution determine whether to confirm or to revoke the resolution.
7.5 If the Secretary receives a notice under sub-clause (3), he or she shall notify the Committee and the Committee shall convene a General Meeting of the Association to be held within twenty-one days of the date on which the Secretary received the notice.
7.6 A General Meeting of the Association convened under sub-clause (5) shall be heard in Association with the next scheduled General Meeting provided the notice is received not less than 21 days prior to that meeting otherwise at that next scheduled General Meting that follows that meeting:
a) the Committee may place before the meeting details of the ground for the resolution and the reason for the passing of the resolution;
b) the member shall be given an opportunity to be heard; and
c) the members present shall vote by secret ballot on the question whether the resolution should confirmed or revoked.
7.7 if at the General Meeting:
a) two thirds of the members vote in person in favour of the confirmation of the resolution the resolution is confirmed; and
b) in any other case, the resolution is revoked.

Annual General Meeting

8.1 The Association shall in each calendar year convene an Annual General Meeting of its members as part of one of its scheduled General Meetings.
8.2 The Annual General Meeting shall be held on such day as the Committee determines.
8.3 The Annual General Meeting shall be specified as forming part of the General Meeting by notice in the Journal of the Association
8.4 The ordinary business of the Annual General Meeting shall be:

to confirm the minutes of the last preceding Annual General Meeting and of any General Meeting held since that meeting;

to receive from the Committee reports upon the transactions of the Association during the last preceding financial year;

to elect officers of the Association and the ordinary members of the Committee; and

to receive and consider the statement submitted by Association in accordance with section 30 of the Act.

8.5 The Annual General Meeting may transact special business of which notice is given in the Journal or orally at the meeting in respect of which not less than two thirds of hose present agree to allow the transaction of such business without notice in the Journal.

The Annual General Meeting shall unless for special reason found to be inconvenient by the Committee be held in conjunction with the February General Meeting and in any event no later than 16 months after the last Annual General Meeting.

Notice of the Annual General Meeting of the Association shall be given in the Association Journal, the issuing of which shall immediately precede each General Meeting.

General Meeting

9.1 All meetings other than the Annual General Meeting held as part of a General Meeting or Committee meetings shall be called General Meetings.

General Meetings shall be held on a regular basis throughout the year, the frequency and date being as determined by the Committee.

Notice of such meetings shall be given in the Association Journal that shall be issued by regular mail to all members within the three weeks prior to a General Meeting.

Except as otherwise provided in these rules, business may be transacted by oral requests made at the meeting and shall be voted on and approved by a simple majority.

Only the business proposed by, and the votes of, Members who currently are and have been fully paid up members of the Association for not less than 3 months and who attend the General meeting shall be valid.

Four members shall constitute a quorum.

Members are not allowed to vote by proxy.

Committee of Management

10.1 The affairs of the Association shall be managed by the Committee of Management constituted as provided in Rule 12.
10.2 The committee:

shall control and as maybe exercised by the Association other than those powers and functions that are required by these Rules to be exercised by General Meetings of the members of the Association; and

subject to these Rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the association.

11.1 The officers of the Association shall be:
1. A President
2. A Secretary
3. A Treasurer
4. A Competition Director
11.2 The provisions of Rule 13 so far as they are applicable and with the necessary modifications, apply in relatimanage the business and affairs of the Association;

may, subject to these Rules, the Regulations and the Act, exercise all such powers and function on to the election of persons to any of the offices mentioned in sub-clause (1).

11.3 Each officer of the Association shall hold office until the Annual General Meeting next after the date of his or her election but is eligible for re-election.

11.4 The president may only hold office for two consecutive terms unless no other nomination for the position is received at an Annual General Meeting.

11.5 In the event of a casual vacancy in any office referred to in sub-clause (1) the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the Annual General Meeting next following the date of the appointment.

11.6 The Committee may determine to combine the roles of Treasurer and Secretary and seek the nomination of a person to fill the combined role at the Annual General Meeting.

12.1 Subject to section 23 of the Act, the Committee shall consist of:
a) the officers of the Association; and
b) up to four ordinary members each of whom shall be elected at the Annual General Meeting of the Association in each year.

12.2 Each ordinary member of the Committee shall, subject to these Rules, hold office until the Annual General Meeting next after the date of election but is eligible for re-election.

12.3 In the event of a casual vacancy occurring in the office of an ordinary member of the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appoint shall hold office, subject to these Rules, until the conclusion of the Annual General Meeting next following the date of the appointment.

Election of Officers and Vacancy

13.1 Nominations of candidates for election as officers of the Association or as ordinary members of the Committee:

shall be made orally at the Annual General Meeting or in writing in the form or to the effect of Appendix 2, signed by two members of the Association; and

if in writing shall be delivered to the Secretary of the Association at or not less than seven days before the date fixed for the holding of the Annual General Meeting.

12.2 If insufficient nominations are received to fill all vacancies on the Committee, the candidates shall be deemed to be elected and further nominations shall be received at the Annual General Meeting.

12.3 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

12.4 If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.

12.5 The ballot for the election of officers and ordinary members of the Committee shall be conducted the Annual General Meeting in such usual and proper manner as the Committee may direct

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

A person nominated must be in attendance at the Annual General Meeting or have lodged with the Secretary a written acceptance of nomination in the form or to the effect of Appendix 3 before the vote is taken and may decline to accept nomination.

No person may

nominate or be nominated as an officer or ordinary member of the Committee or

be a Proposer or

be a Seconder
unless they are and have been a fully paid up member of the Association for not less than six months.

vote at any meeting unless they are and have been a fully paid up member of the Association for not less than three months

14.1 For the purposes of these Rules, the office of an officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member:
a) ceases to be a member of the Association;
b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code
or
c) resigns from office by notice in writing given to the Secretary.

Proceedings of Committee

15.1 The Committee shall meet at least three times in each year at such places and such times as the Committee may determine.

15.2 Special meetings of the Committee may be convened by the President or by any four of the member of the Committee

15.3 Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.

15.4 Any three members of the Committee constitute a quorum for the transaction of business of a meeting of the Committee.

15.5 No business shall be transacted unless a quorum is present and if within an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

15.6 At meetings of the Committee:

the President or in the President's absence a person nominated by the President shall reside; or

if the president does not nominate a replacement, such one of the remaining members of the Committee as may be chosen by the members present shall preside

15.7 Questions arising at a meeting of the Committee or of any sub-Committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such a manner as the person presiding at the meeting my determine.

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

15.9 Written notice of each Committee meeting shall be served on each member of the Committee through the Association Journal or by such means as may be necessary from time to time.

15.10Subject to sub-clause (4) the Committee may act notwithstanding any vacancy on the Committee.

Secretary

16.1 The Secretary of the Association shall keep minutes of the resolutions and proceedings of each General Meeting and each Committee meeting in books provided for that purpose together with a record of the names of persons resent at Committee meetings.

Treasurer

17.1 The Treasurer of the Association:
a) shall collect and receive all moneys due to the Association and make all payments authorised the Association and
b) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.

Removal of Member of Committee

18.1 The Association in General Meeting may by resolution remove any member of the Committee before expiration of the member's term of office and appoint another member in his or her stead to hold office until the expiration of the term of the first-mentioned member.

18.2 Where the member to whom a proposed resolution to in sub-clause (1) makes representation in writing to the Secretary or President of the Association (not exceeding a reasonable length) and requests that they 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 they are not so sent, the member may require that they be read out at the meeting.

Cheques

19.1 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members of the Committee.

Seal

20.1 The Common Seal o the Association shall be kept in the custody of the Secretary.

The Common Seal shall not be affixed to any instrument except by the authority of the Committee the affixing of the Common Seal shall be attested by the signatures either of two members of the Committee or of one member of the Committee and of the Public Officer of the Association.

Alteration of Rules and Statement of Purposes

21.1 These Rules and the Statement of Purposes of the Association shall not be altered except in accordance with the Act.

Notices

22.1 Other than as set out in these Rules, a notice may be served by or on behalf of the Association upon any member either personally or sending it by post to the members at the address shown in the Register of Members.
22.2 Where a document is properly addressed prepaid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person a the time at which letter would have been delivered in the ordinary course of post.

Winding Up or Cancellation

23.1 In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association shall either in specie or (if thought appropriate by the outgoing Committee or any administrator appointed under the Act) after public auction the proceeds of that auction be donated to the Royal Children's Hospital or, if that is contrary to the provisions of Act, in accordance with the provisions of the Act.

Custody of Records

24.1 Except as otherwise provided in these Rules, the Secretary shall keep in his or her custody or under his or her control all books, documents and securities of the Association.
24.1 All accounts, books, documents and securities of the Association shall be available for inspection copying by any member of the Association upon request.

25.1 The funds of the Association shall be derived from annual subscriptions, donations and such other sources as the Committee determines.

Sale of Items

26.1 Any goods donated or bequeathed to the Association that the Committee deems to be superfluous to the needs of the Association must be auctioned at a General Meeting of the Association.
26.2 Goods be disposed of under the provision of sub-clause (26.1) must, before sale, be assigned a reserve price as determined by the Committee. If any item fails to reach the reserve price, the Committee may determine to:

resubmit the item at a lower price, or no reserve price or

submit the item for public auction.
26.3 At any auction conducted by the Association, only members who have paid the current year's subscription, and have been members for not less than three months may purchase items.
26.4 If any items are donated for the purpose of auction by the Association, where the prices achieved for the items are to be paid to the donor, the Committee may determine the appropriate commission on the sale price to be paid by either or both the vendor and the purchaser.
26.5 If a Committee member, in the course of his duty as a member of the Association, receives items for re-sale, he/she shall treat such items as a donation to the Association.
26.6 The Committee may determine to purchase from any person, including any member of the Association, at fair market value, goods for use by the Association, or for resale to raise funds for the Association.

Disputes and Mediation

27.1 The grievance procedure set out in this rule applies to disputes under these Rules between:
a) a member and another member; or
b) a member and the Association.
27.2 The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
27.3 If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
27.4 The mediator must be:
a) a person chosen by agreement between the parties; or
b) in the absence of agreement:
(i) in the case of a dispute between a member and another member, a person appointed by the committee of the Association; or
(ii) in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
27.5 A member of the Association can be a mediator.
27.6 The mediator cannot be a member who is a party to the dispute.
27.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation. 27.8 The mediator, in conducting the mediation, must:
a) give the parties to the mediation process every opportunity to be heard; and
b) allow due consideration by all parties of any written statement submitted by any party; and
c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
27.9 The mediator must not determine the dispute.
27.10 If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.