Rules of Southern Football League Umpires Association Inc.

1 Name
The name of the Association is the Southern Football league Umpires association Inc.

2 Purpose and objects of Association

2.1 Objects of the Association

The objects of the Association are:

(a) to provide the highest standard of collective representation to League Umpires;

(b) without limiting (a)—

(i) to encourage and foster the highest standards of officiating and citizenship amongst League Umpires on and off the field;

(ii) to promote and advance the institutions of umpiring and the game of Australian Football;

(iii) to encourage and develop fellowship between League Umpires; and

(c) to do all other things as may be incidental to the attainment of the above objects.

2.2 Application of income for objects only

The profits (if any) or other income, and the property of the Association, however derived, must be applied solely towards the promotion of the objects of the
Association set out in rule 2.1 (“Objects of the Association”). No part of those profits income or property may be paid or transferred to a Member or Committee Member, either directly or indirectly by way of dividend, bonus or otherwise.

2.3 Payment by the Association in good faith

Rule 2.2 (“Application of income for objects only”) does not prevent payment in good faith to a Committee Member or a Member, or to a firm of which a Committee Member or Member is a partner, for:

(a) remuneration for services to the Association; or

(b) goods supplied in the ordinary course of business of the Association; or

(c) interest at a rate not exceeding the rate fixed for the purposes of this rule 2.3 by the Association in general meeting on money borrowed from a Committee Member or Member; or

(d) reasonable rent for premises let by a Committee Member or Member.

3 Membership

3.1 Classes of membership

The Members are divided into the following classes:

(a) Running Members;

(b) Life Members;

(c) Social Members; and

(d) any additional category of membership as the Committee may from time to time create under rule 3.8 (“Creation, variation and cancellation of classes and class rights”).

Running Members and Life Members to whom rule 3.4 (“Running Members elected to
Life membership”) applies, are Voting Members of the Association. All other
Members are Non-voting Members of the Association.

3.2 Running Members

Running Members consist of League Umpires who:

(a) were Running Members of the Association at the time that these Rules were adopted; or

(b) are admitted to membership of the Association in accordance with rule 3.12 (“Admission to membership”) any time after these Rules were adopted.

A Running Member has all the rights, privileges and obligations of a Member as provided by these Rules.

the purposes of rule 3.21 (“Annual Subscription Fee”), Running Members are divided into the following sub-classes:

(c) Running Members (Concessional), comprising those Running Members who, as at 1 April of the calendar year during which the Member’s Annual Subscription Fee becomes due and payable:

1. are under the age of 18 years; or

2. are full time students; or

3. are the holders of a Centrelink Health Care Card; or

4. satisfy’ any other criteria that the Committee may, at its discretion, establish from time to time for the purpose of defining the Running Member (Concessional) sub-class; and

(d) Running Members (Full), comprising of those Running Members who are not Running Members (Concessional).
3.3 Life Members

Life Members consist of those persons who:

(a) were Life Members of the Association at the time when these Rules were adopted; or

(b) satisfy,’ the criterion contained in rule 3.5 (“Automatic entitlement to Life membership”); or

(c) have been elected by the Committee as Life Members in accordance with rule 3.6 (“Eligibility for Life membership”).

Subject to these Rules, a Life Member has all the rights, privileges and obligations of a Running Member with the exception that, subject to rule 3.4 (“Running Members who become Life Members”), a Life Member:

(d) is not eligible for nomination for election as a Committee Member; and
(e) is not entitled to receive notice of, attend or vote at a General Meeting.

 

3.4 Running Members who become Life Members

If, at the time a person becomes a Life Member the person is a Running Member, then for so long as the person remains a League Umpire, the person is to be regarded:

 

(a) for the purposes of:

 

(i) rule 3.15 (“Register of Members”);

(ii) rule 3.21 (“Annual Subscription Fee”); and

(iii) rule 3.23 (“Waiver of Annual Subscription Fee”),

as a Life Member; and
(b) for the purposes of all other rules, as a Running Member; and

 

(c) immediately upon ceasing to be a League Umpire, as a Life Member for the

purposes of these Rules in their entirety.

 

 

3.5 Automatic entitlement to Life membership

 

A Member who has been a Running Member for 10 years is entitled to automatically become a Life Member.

 

 

3.6 Eligibility for Life membership

 

The Committee may, each year, at its discretion, elect no more than two Life Members as they may consider to be entitled to Life membership by reason of outstanding service rendered to the Association over a minimum period of 10 years or the existence of other special circumstances.

 

A person is not eligible for election as a Life Member unless the person:

 

(a) is a Running Member or has previously been a League Umpire, and

 

(b) has been nominated.

 

The nomination must be:

 

(c) made in writing in the form prescribed by the Committee;

 

(d) signed by two Voting Members of the Association (other than the nominee); and

 

(e) received by the Association at least 28 days before the date fixed for the holding of the Association’s annual general meeting.

 

 

3.7 Social Members

Social Members consist of those persons who:

 

(a) are not Running Members; and

 

(b) are not Life Members; and

 

(c) wish to promote, support and assist the Association in the pursuit of the Association’s objectives.

 

Subject to these Rules, a Social Member has all the rights, privileges and obligations of a Running Member, with the exception that a Social Member:

 

(d) is not eligible for nomination for election as a Committee Member; and

 

(e) is not entitled to receive notice of, attend or vote at a General Meeting.

 

 

3.8 Creation, variation and cancellation of classes and class rights

 

The Committee may, in its discretion, but subject to these Rules and the Act;

 

(a) establish any new class of Members and define the rights, restrictions and obligations of Members in that class; and

 

(b) vary or cancel the rights, restrictions and obligations of Members in any new
or existing class, if:

 

(i) at least 75% of the Members of that class give their written consent; or

(ii) a special resolution to that effect is passed at a separate meeting of those Members. The rules governing general meetings of the Association apply so far as they are capable of application to any meeting held for this purpose.

 

 

3.9 Application for membership

 

A person may apply to become a Member by submitting to the Association a properly completed application in the form prescribed by the Committee together with any additional information or documentation that the Committee may request.
 

3.10 Effect of application

 

By completing an application form for membership, the applicant agrees to be bound by these Rules and any other rules, by-laws, policies, codes or other standards prescribed by the Committee from time to time, if accepted as a Member.

 

 

3.11 Decision

 

Unless the admission of Members has been suspended under rule 3.14 (“Suspension of admission of Members”), the Committee must consider and resolve whether to accept or reject each application for membership as soon as practicable after its receipt and, within a reasonable time after such a decision, the Association must give the applicant a notice which:

 

(a) states whether the application is successful or not; and

 

(b) if the application is successful and an Application Fee is required to be paid, specifies when and how payment is to be made.

 

The Committee is not required to give reasons for rejecting an application for membership of the Association.

 

 

3.12 Admission to membership

 

Except for a person who was a Member at the time when these Rules were adopted, a person is admitted as a Member (other than a Life Member) and entitled to exercise the rights of membership when:

 

(a) their application is accepted by the Committee; and

 

(b) if an Application Fee is required to be paid, it is received in the manner specified by the Association.

 

The Committee must not admit a person as a Non-voting Member if, by admitting that person as a Member the total number of Non-voting Members would exceed 40% of the total number of Members of the Association recorded in the register of Members at that time.

 

 

3.13 Non-payment of Application Fee

 

If payment of the Application Fee is not made as required, the Committee may, in its discretion, cancel its acceptance of the application for membership of the Association.

 

 

3.14 Suspension of admission of Members

 

The Committee may suspend the admission of Members at such times and for such periods as the Committee thinks fit.

 

 

3.15 Register of Members

 

The Association must keep a register of Members which contains:

 

(a) the name and address of each Member;

 

(b) the class of membership of each Member;

 

(c) the date on which the name of each Member was entered in the register;

 

(d) the name and details of:

 

(i) each person who stopped being a Member of the Association since the date on which these Rules were adopted or within the last seven years, whichever is the shorter period; and
(ii) the date on which the person stopped being a Member; and

(e) if the Association has more than 50 members, an up-to-date index of Members’ names. The index must be convenient to use and allow a Member’s entry in the register to be readily found. A separate index need not be included if the register itself is kept in a form that operates effectively as an index.

 

 

3.16 Entry in register of Members

 

The applicant’s name must be entered in the Association’s register of Members as soon as practicable after:

 

(a) their application is accepted by the Committee; and

 

(b) if an Application Fee is required to be paid, it is received in the manner specified by the Association.

 

Notwithstanding anything else in these Rules, no person shall be entitled to be registered more than once as a Member of the Association.

 

 

3.17 Inspection of register

 

The Association must allow any Member to inspect the Association’s register of Members without charge. If the register is not kept on a computer, the Member inspects the register itself. If the register is kept on the computer, the Member inspects a hard copy of the information on the register unless the Committee agrees that the Member can access the information by computer.

 

 

3.18 Copy of register

 

The Association must give a Member a copy of the register (or a part of the register) within 21 days if the Member:

 

(a) asks for a copy; and

 

(b) if requested, reimburses the Association for its reasonable costs incurred in making the copy.

 

If the register is kept on a computer and the Member asks for the data in an electronic format, the Association must give the data to the Member in an electronic format. The data must be readable but any storage medium used to store the data need not be formatted for the Member’s preferred operating system.

 

 

3.19 Use of information on register

 

A Member must not use or disclose information about a person obtained from the Association’s register of Members unless the use or disclosure of the information is:

 

(a) relevant to the exercise of the person’s rights as a Member; or

 

(b) approved by the Committee.

 

 

3.20 Member to notify changes

 

A Member must promptly notify the Association of any change in the details recorded in the register with respect to that Member.

 

 

3.21 Annual Subscription Fee

 

The Committee may determine from time to time:

 

(a) the amount of the Annual Subscription Fee for each year, for each Member or any class or sub-class of Member; and

 

(b) the manner in which it is to be paid.

 

 

3.22 Payment of Annual Subscription Fee

 

Subject to any contrary notice by the Committee specifying a date and manner of payment, each Member must pay the applicable Annual Subscription Fee in advance by 1 July in each year.

 

 

3.23 Waiver of Annual Subscription Fee

 

The Committee may waive the payment of all or any part of an Annual Subscription Fee for a Member or any class of Member.

 

 

3.24 Non-payment of Annual Subscription Fee

 

If the Annual Subscription Fee for a Member remains unpaid for a period of 12 months after it becomes due, the Member’s membership of the Association automatically terminates. The Committee may, but is not obliged to, reinstate a Member whose membership is terminated under this rule if that Member pays all overdue Annual Subscription Fee amounts.

 

 

3.25 Ceasing to be a Member

A person ceases to be a Member on:

 

(a) resignation;

 

(b) death;

 

(c) becoming bankrupt or insolvent or making an arrangement or composition with creditors of the person’s joint or separate estate generally;

 

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

 

(e) the termination of the person’s membership in accordance with these Rules.

 

 

3.26 Resignation

 

A Member may, by written notice to the Association, resign from membership of the Association with immediate effect or with effect from a specified date occurring not more than one month after giving of the notice.

 

A Member remains liable after resignation for any Annual Subscription Fee due and unpaid at the date of the Member’s resignation and for all other money due by the Member to the Association.

 

 

3.27 Limited liability of Members

 

A Member of the Association has no liability as a Member except as set out in the Act and in this Part 3.

 

 

3.28 Membership entitlements not transferable

 

A right, privilege or obligation which a person has by reason of being a Member:

 

(a) may not be transferred to another person; and

 

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

 

 

4 Resolution of internal disputes

4.1 Application of grievance procedure

The grievance procedure set out in this Part 4 applies to disputes under these Rules between:

 

(a) a Member and another Member; or

 

(b) a Member and the Association.

 

 

4.2 Meeting to resolve disputes

 

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 the parties.

 

 

4.3 Mediation

If:

 

(a) the meeting referred to in rule 4.2 (“Meeting to resolve disputes”) has not been held in accordance with that rule; or

 

(b) a party to the dispute fails to attend the meeting referred to in rule 4.2; or

 

(c) where all parties to the dispute attend the meeting, the parties are unable to resolve the dispute at the meeting, then the parties must, within 6 weeks after the dispute comes to the attention of all the parties, hold a meeting in the presence of a mediator appointed in accordance with rule 4.5 (“Appointment of mediator”).

 

 

4.4 Exchange of statements

 

At least 7 days before the meeting referred to in rule 4.3 (“Mediation”) is to commence, the parties must exchange written statements of the issues that are in dispute between them and supply copies to the mediator.

 

 

4.5 Appointment of mediator

 

The mediator must be a person the parties choose by agreement or, in the absence of agreement:

 

(a) in the case of a dispute between Members, a person appointed by the Committee; or

 

(b) 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).

 

A Member of the Association can be the mediator, but must not be a party to the dispute.

 

 

4.6 Conduct of mediation

 

The parties to the dispute must, in good faith, attempt to settle the dispute by mediation and:

 

(a) the mediator, in conducting the mediation, must:

 

(i) give the parties to the mediation process every opportunity to be heard;

(ii) allow all parties to duly consider any written statement submitted by any party; and

(iii) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process; and

 

(b) the mediator must not determine the dispute; and

 

(c) 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.

 

 

4.7 Costs of mediation

 

The parties to the dispute must:

 

(a) share equally, and will be severally liable to the mediator for, the mediator’s fees and disbursements;

 

(b) share equally, and will be severally liable for, the costs of room hire for, and catering at, the mediation; and

 

(c) bear their own costs of the mediation.

 

 

5 Discipline, suspension and expulsion of Members

5.1 Initial Resolution

 

If any Member:

 

(a) wilfully refuses or neglects to comply with the provisions of these Rules or any other rules, by-laws, policies, codes or other standards prescribed by the Committee from time to time; or

 

(b) acts in a manner which, in the opinion of the Committee, is prejudicial to the interests of the Association; or

 

(c) engages in conduct which, in the opinion of the Committee, may bring the Association into disrepute,

 

the Committee may by resolution:

 

(d) censure or reprimand that Member; or

 

(e) fine that Member an amount not exceeding $500.00; or

 

(f) suspend that Member from membership of the Association for a specified period; or

 

(g) expel that Member from the Association; or

 

(h) take any other action against that Member that the Committee deems appropriate in the circumstances.

 

 

5.2 Effect of Initial Resolution

 

The Initial Resolution does not take effect unless:

 

(a) the Committee confirms the Initial Resolution at a Special Committee Meeting held in accordance with rules 5.3 (“Special Committee Meeting to confirm or revoke Initial Resolution”) to 5.5 (“Conduct of Special Committee Meeting”), inclusive; and

 

(b) if the Member exercises the right of appeal under rule 5.8 (“Member’s right and notice to appeal”), the Association confirms the Committee’s resolution in accordance with rule 5.12 (“Confirmation of Committee’s resolution”).

 

 

5.3 Special Committee Meeting to confirm or revoke Initial Resolution

A Special Committee Meeting to confirm or revoke an Initial Resolution must be held:

 

(a) no earlier than 14 days; and

 

(b) no later than 28 days,

 

after notice has been given to the Member in accordance with rule 5.6 (“Contents of
notice to be given to Member”).

 

 

5.4 Business at Special Committee Meeting

 

The only business that may be transacted at a Special Committee Meeting is to determine, by resolution, whether to confirm or revoke an Initial Resolution.

 

 

5.5 Conduct of Special Committee Meeting

 

At a Special Committee Meeting, the Committee must:

 

(a) give the Member, or the Member’s representative, an opportunity to be heard;

 

(b) give due consideration to all oral and written submissions made by the Member or the Member’s representative; and

 

(c) determine, by resolution, whether to confirm or revoke the Initial Resolution.
 

5.6 Contents of notice to be given to Member

 

Within 7 days after an Initial Resolution has been passed, the Association must give written notice to the Member:

 

(a) setting out the Initial Resolution and the grounds on which it is based; and (b) informing the Member of:

 

(i) the requirement under rule 5.3 (“Special Committee Meeting to confirm or revoke Initial Resolution”) to hold a Special Committee Meeting and the time limits within which that meeting must be held;

(ii) the business that must be transacted at the Special Committee Meeting;

(iii) the date, time and place where the Special Committee Meeting will be held;

(iv) the Member’s right to:

 

(A) give the Committee a written statement prior to the date of the Special Committee Meeting seeking the revocation of the Initial Resolution;

(B) attend the Special Committee Meeting in person;

(C) appoint any person to be the Member’s representative and have that person attend the Special Committee Meeting; and

(D) make submissions orally or in writing, or both, to the

 

Committee personally or have the Member’s representative do so on the Member’s behalf;

 

(v) the notice requirements, as set out in rule 5.7 (“Notice of resolution of Special Committee Meeting”), that the Association must satisfy following a Special Committee Meeting;

(vi) the Member’s right to appeal to the Association in general meeting if the Committee resolves to confirm the Initial Resolution at the Special Committee Meeting;

(vii) the notice requirements, as set out in rule 5.8 (“Member’s right and notice to appeal”), that the Member must satisfy before the Committee is required to convene a general meeting of the Association under rule 5.10 (“Committee to convene general meeting”); and

(viii) the rights the Member may exercise in a general meeting of the Association convened to consider the question of whether the Committee’s resolution should be confirmed.

 

 

5.7 Notice of resolution of Special Committee Meeting

 

Within 7 days after the holding of the Special Committee Meeting, the Association must give written notice to the Member of the resolution passed at the Special Committee Meeting (either confirming or revoking the Initial Resolution).

 

 

5.8 Member’s right and notice to appeal

 

If the notice specified in rule 5.7 (“Notice of resolution of Special Committee Meeting”) states that the resolution passed at the Special Committee Meeting confirms the Initial Resolution, the Member may appeal to the Association in general meeting against the resolution of the Committee by giving a notice to that effect to the Association no later than 48 hours after the Member receives the notice of resolution referred to in rule 5.7 (“Notice of resolution of Special Committee Meeting”).

 

 

5.9 Grounds for appeal

 

The notice referred to in rule 5.8 (“ Member’s right and notice to appeal”) may be accompanied by a written statement of the grounds on which the member intends to rely for the purposes of the appeal.

 

 

5.10 Committee to convene general meeting

 

On receipt of a notice from a Member under rule 5.8 (“Member’s right and notice to appeal”), the Committee must convene a general meeting of the Association which must be held:

 

(a) no earlier than 14 days; and

 

(b) no later than 28 days

 

after the date on which the Association receives the notice.

 

 

5.11 Conduct of general meeting

 

At a general meeting of the Association convened under rule 5.10 (“Committee to convene general meeting”):

 

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

 

(b) the Committee may make submissions orally or in writing, or both;

 

(c) either the Member personally, or a person appointed by the Member to be the Member’s representative, may make submissions orally or in writing, or both; and

 

(d) the Members present in person and each other person present as a proxy or attorney of a Member are to vote by secret ballot on the question of whether the Committee’s resolution should be confirmed.

 

 

5.12 Confirmation of Committee’s resolution

 

If at least two-thirds of the Members of the Association eligible to vote on the resolution and present in person or by proxy or attorney at the general meeting vote in favour of the confirmation of the Committee’s resolution, the Committee’s resolution is confirmed and the Member concerned must be dealt with in accordance with the Committee’s Initial Resolution.

 

If the Association in general meeting confirms the Committee’s resolution that the Member be expelled, the Member’s membership of the Association automatically terminates on declaration of the result of the secret ballot.

 

 

6 General meetings

6.1 Purpose, time and place for holding general meeting

 

General meetings of the Association must be held:

 

(a) in accordance with the Act and these Rules;

 

(b) for a proper purpose; and

 

(c) at a reasonable time and place.

 

 

6.2 Calling of general meeting by Committee

 

The Committee may call and arrange to hold a general meeting when they think fit and must do so if and when required to do so under the Act or these Rules.

 

 

6.3 Calling of general meeting at request of Members

 

The Committee must, on the request of Voting Members representing not less than one-third of the total number of Voting Members, convene a general meeting of the Association.

 

 

6.4 Form of request

 

A request by Members to convene a general meeting made under rule 6.3 (“Calling of general meeting at request of Members”) must:

 

(a) be in writing;

 

(b) state any resolution to be proposed at the meeting;

 

(c) be signed by the Members requesting the meeting; and

 

(d) be given to the Association.

 

Separate copies of a document setting out the request may be used for signing by Members if the wording of the request is identical in each copy.

 

 

6.5 Time limits for calling and holding meeting requested by Members

 

The Committee must call and arrage to hold a general meeting requested by Members within 21 days after the request is given to the Association. The meeting must be held not later than 2 months after the request is given to the Association.

 

 

6.6 Failure of Committee to call general meeting

 

Members with more than 50% of the votes of all Members who make a request to convene a general meeting under rule 6.3 (“Calling of general meeting at request of Members”) may call and arrange to hold a general meeting if the Committee does not do so within 21 days after the request is given to the Association.

 

A meeting called under this rule 6.6 must be held not later than 3 months after the request is given to the Association.

 

 

6.7 Method of calling a meeting by Members

 

A meeting called under rule 6.6 (“Failure of Committee to call general meeting”) must be called in the same way, so far as is possible, in which general meetings of the Association are called by the Committee.

 

 

6.8 Association to pay reasonable expenses of Members

 

If the Committee fails to convene a general meeting after a request by Members under rule 6.3 (“Calling of general meeting at request of Members”), the Association must pay the reasonable expenses of the Members incurred in convening the general meeting. The Association may recover the amount of the expenses from the Committee Members. However, a Committee Member is not liable for the amount if they demonstrate that they took all reasonable steps to cause the Committee to comply with the request. The Committee Members who are liable are jointly and individually liable for the amount.

 

 

6.9 Notice of general meeting

 

Written notice of a general meeting of the Association must be given in accordance with Part 19 (“Service of documents”) to each Member of the Association entitled to vote at the meeting.

 

 

6.10 Contents of notice of general meeting

 

A notice of a general meeting of the Association must:

 

(a) set out the place, date and time for the meeting;

 

(b) state the general nature of the meeting’s business;

 

(c) if the meeting is an annual general meeting, state that the meeting is an annual general meeting;

 

(d) if a special resolution is to be proposed at the meeting, set out an intention to propose the special resolution and state the resolution; and

 

(e) if a Member is entitled to appoint a proxy:

 

(i) state that the Member has a right to appoint a proxy and whether or not the proxy must be a Member of the Association; and

(ii) include a proxy nomination document in the form prescribed by the Committee.

 

The information included in the notice of general meeting must be worded and presented in a clear, concise and effective manner.

 

 

6.11 Period of notice of general meeting

 

Notice of a general meeting of the Association must be given to Members:

 

(a) if a special resolution is to be proposed at the meeting, at least 21 days before the date fixed for the holding of the meeting; or

 

(b) in any other case, at least 14 days before the date fixed for the holding of the meeting.

 

In calculating the period of notice, both the day on which the notice is given (or taken to be given) and the day of the meeting are to be disregarded.

 

 

6.12 Business of general meeting

 

No business is to be transacted at a general meeting of the Association unless it is specified in the notice convening the meeting or, in the case of an annual general meeting, is required to be transacted under the Act.

 

 

6.13 Members’ resolution

 

Members may give the Association notice that they propose to move a resolution at a general meeting provided that the notice is given by Members with at least one-third of the votes that may be cast on the resolution.

 

 

6.14 Form of notice of Members’ resolution

 

A notice referred to in rule 6.13 (“Members’ resolution”) must:

 

(a) be in writing;

 

(b) set out the wording of the proposed resolution;

 

(c) be signed by the Members proposing the resolution; and

 

(d) be given to the Association.
 

Separate copies of a document setting out the notice may be used for signing by Members if the wording of the notice is identical in each copy.

 

 

6.15 Consideration of Members’ resolution at next general meeting

 

If the Association has been given notice of a Members’ resolution under rule 6.13 (“Members’ resolution”), the resolution is to be considered at the next general meeting of the Association that occurs more than 1 month after the notice is given.

 

 

6.16 Association to give notice of Members’ resolution to Members

 

The Association must give notice of a Members’ resolution to each Member at the same time, or as soon as practicable afterwards, and in the same way, as notice of a general meeting of the Association is given to Members unless:

 

(a) the resolution is more than 1,000 words long or defamatory; or

 

(b) if rule 6.17 (“Cost of giving notice of Members’ resolution to Members”) applies, the Members give the Association a sum insufficient to meet the expenses that the Association will reasonably incur in giving the notice.

 

 

6.17 Cost of giving notice of Members’ resolution to Members

 

Where Members give the Association notice of a Members’ resolution under rule 6.13 (“Members’ resolution”):

 

(a) if the Association receives the notice in time to send it out to Members with the notice of general meeting, the Association is responsible for the cost of giving notice of the Members’ resolution to Members; or

 

(b) in any other case, the Members giving the notice are jointly and individually liable for the expenses reasonably incurred by the Association in giving notice of the Members’ resolution to Members, unless the Association resolves at a general meeting to meet the expenses itself.

 

 

6.18 Request for distribution of Members’ statement

 

Members may request that the Association give to each Member eligible to vote at a general meeting a statement (provided by the Members making the request) about:

 

(a) a resolution that is proposed to be moved at a general meeting; or

 

(b) any other matter that may be properly considered at a general meeting,

 

provided the request is made by Members with at least one-third of the votes that may be cast on the resolution.

 

 

6.19 Form of request

 

A request referred to in rule 6.18 (“Request for distribution of Members’ statement”) must:

 

(a) be in writing;

 

(b) set out the wording of the proposed resolution;

 

(c) be signed by the Members making the request; and

 

(d) be given to the Association.

 

Separate copies of a document setting out the request may be used for signing by Members if the wording of the request is identical in each copy.

 

 

6.20 Association to distribute copy of Members’ statement

 

After receiving a request under rule 6.18 (“Request for distribution of Members’ statement”), the Association must distribute a copy of the Members’ statement to each Member eligible to vote at a general meeting at the same time, or as soon as practicable afterwards, and in the same way, as notice of a general meeting is given to Members unless:

 

(a) the statement is more than 1,000 words long or defamatory; or

 

(b) if rule 6.21 (“Cost of distributing Members’ statement”) applies, the Members give the Association a sum insufficient to meet the expenses that the Association will reasonably incur in making the distribution.

 

 

6.21 Cost of distributing Members’ statement

 

Where Members make a request under rule 6.18 (“Request for distribution of Members’ statement”):

 

(a) if the Association receives the Members’ statement in time to send it out to Members with the notice of general meeting, the Association is responsible for the cost of distributing the Members’ statement to Members; or

 

(b) in any other case, the Members making the request are jointly and individually liable for the expenses reasonably incurred by the Association in distributing the Members’ statement unless the Association resolves at a general meeting to meet the expenses itself.

 

 

6.22 Committee Member entitled to attend general meetings

 

A Committee Member is entitled to receive notice of and attend all general meetings of the Association and is entitled to speak at those meetings.

 

 

6.23 Member’s right to appoint proxy

 

Each Member who is entitled to attend and cast a vote at a general meeting of the Association may appoint a person to be the Member’s proxy, by giving notice to the Association no later than 24 hours before the time of the meeting for which the proxy is appointed. The notice appointing the proxy must be in the form prescribed by the Committee.

 

 

6.24 Rights of proxies

 

A proxy appointed to attend and vote for a Member has the same rights as the Member to:

 

(a) speak at the meeting;

 

(b) vote (but only to the extent allowed by the appointment); and

 

(c) join in a demand for a poll.

 

However, a proxy’s authority to speak and vote for a Member at a general meeting is suspended while the Member is present at the meeting.

 

 

6.25 Appointing a proxy

 

An appointment of a proxy is valid if it is signed by the Member making the appointment (but need not be witnessed) and contains the following information:

 

(a) the Member’s name and address;

 

(b) the name of the Association;

 

(c) the proxy’s name or the name of the office held by the proxy; and

 

(d) the meetings at which the appointment may be used.

 

An appointment may be a standing one. However, a later appointment revokes an earlier one if both appointments could not be validly exercised at the meeting.

 

 

6.26 Undated appointment

 

An undated appointment of a proxy is taken to be dated on the day it is given to the r
Association.

 

 

6.27 Member can specify the way proxy is to vote

 

An appointment of a proxy may specify the way in which the proxy is to vote on a particular resolution. If it does:

 

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way;

 

(b) if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;

 

(c) if the proxy is the chairman, the proxy must vote on a poll, and must vote that way; and

 

(d) if the proxy is not the chairman, the proxy need not vote on a poil, but if the proxy does so, the proxy must vote that way.

 

If a proxy is also a Member, this rule does not affect the way the person can cast any
vote they hold as a Member.

 

 

6.28 Proxy documents

 

For an appointment of a proxy for a general meeting of the Association to be effective, the following documents must be received by the Association at least 24 hours before the meeting:

 

(a) the proxy’s appointment; and

 

(b) if the proxy is signed by the appointor’s attorney, the authority under which the appointment was signed or a certified copy of the authority.

 

For the purpose of this rule 6.28, the Association receives a document when it is received at either the address of the Association’s Public Officer as specified in the Register of Incorporated Associations or at the place, fax number or email address specified for that purpose in the notice of meeting.

 

 

6.29 Cancellation, postponement or change of place of a meeting

 

Subject to the Act and these Rules, where a general meeting (including an annual general meeting) is convened by the Committee, the Committee may by notice, whenever the Committee thinks fit, cancel the meeting or postpone the holding of the meeting to a date and time determined by them or change the place for the meeting. This rule 6.29 does not apply to a meeting convened:

 

(a) under rule 5.10 (“Committee to convene general meeting”);

 

(b) under rule 6.3 (“Calling of general meeting at request of Members”); or

 

(c) pursuant to an order of a Court.

 

 

6.30 Notice of cancellation, postponement or change of place

 

Written notice of a cancellation or postponement or change of place of a general meeting must be given to each person entitled to be given notice of a general meeting of the Association and must specifS’, if applicable:

 

(a) the reason for cancellation or postponement;

 

(b) a postponed date and time for the holding of the meeting;

 

(c) a place for the holding of the meeting, which may be either the same as, or different to, the place specified in the original notice convening the meeting; and

 

(d) if the meeting is to be held in two or more places, the technology that will be used to facilitate the holding of the meeting in that manner.

 

 

6.31 Period of notice for a postponed general meeting

 

The period of notice required for the holding of a postponed general meeting is the same as that required for a general meeting under rule 6.11 (“Period of notice of general meeting”).

 

 

6.32 Business at postponed meeting

 

The only business that may be transacted at a postponed general meeting is the business specified in the original notice convening the meeting.

 

 

6.33 Proxy or attorney at postponed meeting

 

Where by the terms of an instrument appointing a proxy or attorney:

 

(a) the appointed person is authorised to attend and vote at a general meeting or general meetings to be held on or before a specified date; and

 

(b) the date for holding the meeting is postponed to a date later than the date specified in the instrument of proxy or power of attorney,

 

then, by force of this rule, that later date is substituted for and applies to the exclusion of the date specified in the instrument of proxy or power of attorney unless the Association has received written notice to the contrary from the Member appointing the proxy or attorney before the start or resumption of the postponed meeting.

 

 

6.34 Procedural irregularities

 

A procedural irregularity, including, but not limited to:

 

(a) the absence of a quorum at a:

 

(i) general meeting of the Association;

(ii) Committee meeting; or

(iii) postponed or adjourned meeting;

 

(b) the non-receipt of, or accidental omission to give, notice of a general meeting or cancellation, postponement or change of place of a general meeting to a person entitled to receive notice; or

 

(c) a defect, irregularity or deficiency of notice or time,

 

does not invalidate any meeting, proceeding at any meeting or resolution passed at any meeting unless a court determines that the irregularity has caused or may cause substantial injustice that cannot be remedied by an order of the court and the court, by order, declares the meeting, proceeding or resolution (as the case may be) to be invalid.

 

 

7 Proceedings at general meetings

7.1 Reference to a Member

 

Unless the contrary intention appears, a reference to a Member in this Part 7 (“Proceedings at general meetings”) means a person who is a Member, or a proxy, or attorney of that Member.

 

 

7.2 Number for a quorum

 

Subject to rule 7.5 (“Quorum at adjourned meeting”), 5 Members (being Members entitled under these Rules to vote at a general meeting) present in person or by proxy or attorney are a quorum at a general meeting of the Association. In determining whether a quorum is present, each individual attending as a proxy or attorney is to be counted, except that:

 

(a) where a Member has appointed more than one proxy or attorney, only one is to be counted; and

 

(b) where an individual is attending both as a Member and as a proxy or attorney, that individual is to be counted only once.

 

 

7.3 Requirement for a quorum

 

An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it. If a quorum is present at the time the first item of business is transacted, it is taken to be present when the meeting proceeds to consider each subsequent item of business unless the chairman of the meeting (on the chairman’s own motion or at the request of a Member, proxy or attorney who is present) declares otherwise.

 

 

7.4 If quorum not present

 

If within 30 minutes after the time appointed for a general meeting a quorum is not present, the meeting:

 

(a) if convened at the request of Members, is dissolved; and

 

(b) in any other case, stands adjourned to the same day in the next week and the same time and place, or to such other day, time and place as the Committee appoint by notice to the Members and others entitled to notice of the meeting.

 

 

7.5 Quorum at adjourned meeting

 

At a meeting adjourned under rule 7.4 (“If quorum not present”), 2 persons, each being a Member, proxy or attorney present at the meeting are a quorum and if a quorum is not present within 30 minutes after the time appointed for the adjourned meeting, the meeting is dissolved.

 

 

7.6 Chairman of general meeting

 

Subject to rule 7.7 (“Absence of chairman at general meeting”), the President is to chair general meetings of the Association.

 

 

7.7 Absence of chairman at general meeting

 

If a general meeting of the Association is held and the President is not present within 30 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act, the following may preside as chairman of the meeting (in order of precedence):

 

(a) the Treasurer;

 

(b) a Committee Member chosen by a majority of the Committee Members present;

 

(c) the only Committee Member present; or

 

(d) a Member chosen by a majority of the Members present in person or by proxy or attorney.

 

 

7.8 Conduct of general meetings

 

The chairman of a general meeting:

 

(a) has charge of the general conduct of the meeting and of the procedures to be adopted at the meeting;

 

(b) may require the adoption of any procedure which is in the chairman’s opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and

 

(c) may, subject to these Rules and having regard where necessary to the Act, terminate discussion or debate on any matter whenever they consider it necessary or desirable for the proper conduct of the meeting,

 

and a decision by the chairman under this rule is final.

 

 

7.9 Adjournment of general meeting

 

The chairman of a general meeting may at any time during the meeting adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting at any time and any place, but:

 

(a) in exercising the discretion to do so, the chairman may, but need not, seek the approval of the Members present in person or by proxy or attorney; and

 

(b) only unfinished business is to be transacted at a meeting resumed after an adjournment.

 

Unless required by the chairman, a vote may not be taken or demanded by the Members present in person or by proxy or attorney in respect of any adjournment.

 

 

7.10 Notice of adjourned meeting

 

It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a meeting is adjourned for one month or more. In that case, notice of the adjourned meeting must be given as in the case of an original meeting.

 

 

7.11 Questions decided by majority

 

Subject to the Act, rule 5.12 (“Confirmation of Committee’s resolution”) and rule 7.12 (“Special resolution”), a resolution is taken to be carried if a simple majority of the votes cast on the resolution are in favour of it.

 

 

7.12 Special resolution

 

Subject to the Act, a resolution of the Association is a special resolution if:

 

(a) it is passed by a majority which comprises at least three-quarters of the Members (being Members entitled under these Rules to vote on the resolution), who vote in person or by proxy or attorney at a general meeting; and

 

(b) notice specifying the intention to propose the resolution as a special resolution was given to Members in accordance with the Act and these Rules.

 

 

7.13 Equality of votes – casting vote for chairman

 

If there is an equality of votes, either on a show of hands or on a poll, the chairman of a general meeting is entitled to a casting vote, in addition to any votes to which the chairman is entitled as a Member or proxy or attorney.

 

 

7.14 Voting on show of hands

 

At any general meeting, a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is effectively demanded and the demand is not withdrawn. A declaration by the chairman that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Association, is conclusive evidence of the fact. Neither the chairman nor the minutes need state, and it is not necessary to prove, the number or proportion of the votes recorded in favour of or against the resolution.

 

 

7.15 When a poll is effectively demanded

 

At a general meeting, a poll may be demanded:

 

(a) before a vote is taken;

 

(b) before the voting result on a show of hands is declared; or

 

(c) immediately after the voting result on a show of hands is declared,

 

and may be demanded by:

 

(d) at least 10 Members entitled to vote on the resolution; or

 

(e) the chairman of the meeting.

 

 

7.16 Poll

 

If a poll is effectively demanded under rule 7.15 (“When a poil is effectively demanded”):

 

(a) it must be taken in the manner and at the date and time directed by the chairman, and the result of the poll is the resolution of the meeting at which the poll was demanded;

 

(b) on the election of a chairman or on a question of adjournment, it must be taken immediately;

 

(c) the demand may be withdrawn; and

 

(d) the demand does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

 

 

7.17 Entitlement to vote

 

Subject to these Rules (and in particular, rule 6.24 (“Rights of proxies”)) and any rights or restrictions for the time being attached to any class or classes of Members:

 

(a) on a show of hands, each Member present in person and each other person present as a proxy or attorney of a Member has one vote; and

 

(b) on a poll, each Member present in person has one vote and each person present as proxy or attorney of a Member has one vote for each Member that the person represents.

 

 

7.18 If Annual Subscription Fee not paid

 

In addition to any other rights of the Association, for as long as an Annual Subscription Fee is due and payable by a Member and not paid, that Member has no right to be present at, be counted among the quorum for, or vote, whether in person or by proxy or attorney, at a general meeting of the Association.

 

 

7.19 Validity of vote in certain circumstances

 

Unless the Association has received written notice of the matter before the start or resumption of the general meeting at which a person votes as a proxy or attorney, a vote cast by that person is valid even if, before the person votes, the appointing Member:

 

(a) dies;

 

(b) is mentally incapacitated;

 

(c) revokes the appointment or authority;

 

(d) revokes the authority under which the proxy was appointed by a third party; or

 

(e) ceases to be a Member.

 

Furthermore, a person who is not entitled to vote on a resolution as a Member may vote as a proxy or attorney for another Member who can vote if the person’s appointment or authority specifies the way in which the person is to vote on the resolution and the person votes that way.

 

 

7.20 Objection to voting qualification

 

An objection to the right of a person to attend or vote at the meeting or adjourned meeting:

 

(a) may not be raised except at that meeting or adjourned meeting; and

 

(b) must be referred to the chairman of the meeting, whose decision is final.

 

A vote not disallowed under the objection is valid for all purposes.

 

 

8 The Committee

8.1 Constitution and membership of Committee

 

Unless otherwise determined by the Association in general meeting, the Committee consists of:

 

(a) the Officers; and

 

(b) a maximum of 6 General Committee Members,

 

each of whom is to be elected at a general meeting of the Association in accordance with these Rules.

 

 

8.2 Transitional provisions

 

Notwithstanding rule 8.1 (“Constitution and membership of Committee”), if these Rules are adopted at a general meeting other than an annual general meeting, the Committee will consist of:

 

(a) the person who held the position of President immediately prior to the adoption of these Rules, who, for the purposes of, but subject to, these Rules, will continue to hold the office of President until the conclusion of the next annual general meeting to be held after these Rules are adopted; and

 

(b) the person who held the position of Treasurer immediately prior to the adoption of these Rules, who, for the purposes of, but subject to, these Rules, will continue to hold the office of Treasurer until the conclusion of the next annual general meeting to be held after these Rules are adopted; and

 

(c) the person who held the position of Secretary immediately prior to the adoption of these Rules, who, for the purposes of, but subject to, these Rules, will continue to hold the office of Secretary until the conclusion of the next annual general meeting to be held after these Rules are adopted; and

 

(d) any other person who was an elected office-bearer of the Association immediately prior to the adoption of these Rules, who, for the purposes of, but subject to, these Rules, will each hold the office of General Committee Member until the conclusion of the next annual general meeting to be held after these Rules are adopted.

 

The Committee, where constituted under this rule 8.2, is subject to these Rules in all other respects.

 

 

8.3 Officers of the Association

 

The Officers of the Association are the:

 

(a) President;

 

(b) Treasurer; and

 

(c) Secretary.

 

 

8.4 Office held until conclusion of annual general meeting

 

Each Committee Member holds office until the conclusion of the annual general meeting following the date of their election, but is eligible for re-election.

 

 

8.5 Eligibility for election as Committee Member

 

Subject to rule 8.15 (“Removal of Committee Member”) and rule 8.17 (“Filling casual vacancies”), a person is not eligible for election as a Committee Member at a general meeting of the Association unless the person is a Voting Member of the Association and has been nominated. The nomination must be:

 

(a) made in writing;

 

(b) signed by two Voting Members of the Association (other than the nominee);

 

(c) accompanied by the written consent of the person nominated (which may be endorsed on the form of nomination); and

 

(d) received by the Association at least 7 days before the date fixed for the holding of the general meeting at which the election is to take place.

 

 

8.6 Limit on nominations

 

A person may be nominated for only one of the following offices prior to the general meeting at which the election is to take place:

 

(a) President;

 

(b) Treasurer;

 

(c) Secretary; or

 

(d) General Committee Member.

 

 

8.7 Nominations exceed vacancies

 

If the number of nominations received exceeds the number of vacancies to be filled on the Committee, a ballot is to be held at the general meeting at which the election is to take place. The ballot must be conducted in the manner that the Committee, subject to these Rules, directs.

 

 

8.8 Sufficient nominations

 

If only one nomination is received for each vacancy to be filled on the Committee, the persons nominated are taken to be elected.

 

 

8.9 Insufficient nominations

 

If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated are taken to be elected, and further nominations may be received at the general meeting at which the election is to take place.

 

 

8.14 Casual vacancies

 

For the purposes of these Rules, a casual vacancy in the office of a Committee Member occurs if the Committee Member:

 

(a) dies;

 

(b) ceases to be a Member of the Association;

 

(c) becomes an insolvent under administration within the meaning of the Corporations Act 2001 (Cwlth);

 

(d) resigns from office by giving written notice to the Association;

 

(e) is removed from office under rule 8.15 (“Removal of Committee Member”);

 

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

 

(g) is not present personally or by proxy at meetings of the Committee for a continuous period of 3 months without leave of absence from the Committee.

 

 

8.15 Removal of Committee Member

 

The Association in general meeting may, by resolution, remove a Committee Member from office and may, by resolution, appoint another person to hold that office until the expiration of the term of office of the Committee Member so removed.

 

 

8.16 Committee Member’s right to put case to Members

 

A Committee Member proposed to be removed under rule 8.15 (“Removal of Committee Member”) is entitled to put their case to all Members by giving the Association a written statement which must, at the Association’s expense, either be:

 

(a) sent to all Members to whom notice of the meeting is sent; or

 

(b) distributed to Members attending the meeting and allowed to be read out at the meeting before the resolution is voted on.

 

The Association is not required to send or distribute the Committee Member’s statement to Members if it exceeds 1,000 words or is defamatory.

 

 

8.17 Filling casual vacancies

 

In the event of a casual vacancy occurring in any office referred to in rule 8.3 (“Officers of the Association”), the Committee may appoint one of the Committee Members to the vacant office. The appointee holds office, subject to these Rules, until the conclusion of the next annual general meeting of the Association following the appointment.

 

In the event of a casual vacancy occurring in the office of a General Committee Member, the Committee may appoint a Member to the vacant office. The appointee holds office, subject to these Rules, until the conclusion of the next annual general meeting of the Association following the appointment.

 

 

9 Secretary

9.1 Secretary’s duties

 

In addition to the duties imposed on the Secretary under the Act and these Rules, it is the duty of the Secretary of the Association:

 

(a) to keep minutes of:

 

(i) all appointments of Officers and General Committee Members;

(ii) the names of the Committee Members present at a Committee meeting or a general meeting; and

(iii) all proceedings at Committee meetings and general meetings; and

 

(b) except as otherwise provided in these Rules, keep all books, documents and securities of the Association in the Secretary’s custody or under the Secretary’s control.

 

 

9.2 Delegation by Secretary

 

The Secretary may, by written instrument, delegate to one or more Voting Members, as the Secretary thinks fit, the exercise of those of the Secretary’s functions as are specified in the instrument, other than:

 

(a) this power of delegation; or

 

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

 

 

10 Treasurer

10.1 Treasurer’s duties

 

In addition to the duties imposed on the Treasurer under the Act and these Rules, it is the duty of the Treasurer to:

 

(a) ensure that all money due to the Association is collected and received and that all payments authorised by the Association are made;

 

(b) ensure that accurate 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; and

 

(c) report to the annual general meeting.

 

 

10.2 Delegation by Treasurer

 

The Treasurer may, by instrument in writing, delegate to one or more Voting Members, as the Treasurer thinks fit, the exercise of those of the Treasurer’s functions as are specified in the instrument, other than:

 

(a) this power of delegation; or

 

(b) a function which is duly imposed on the Treasurer by the Act or by any other law or regulation.

 

 

11 Public Officer

 

The Committee must appoint a Public Officer in accordance with the Act.

 

 

12 Powers and duties of Committee

12.1 Committee to manage Association

 

The business of the Association is to be managed by the Committee, which may exercise all the powers of the Association which are not, by the Act or by these Rules, required to be exercised by the Association in general meeting.

 

 

12.2 Specific powers of Committee Members

 

Without limiting the generality of rule 12.1 (“Committee to manage Association”), the Committee:

 

(a) may exercise all the powers of the Association to borrow or raise money, to charge any property or business of the Association and to issue debentures or give any other security for a debt, liability or obligation of the Association or of any other person;

 

(b) subject to the Act and these Rules, perform all such acts and things as appear to the Committee to be desirable for the proper management of the business and affairs of the Association and for that purpose the Committee may from time to time make or determine any regulations, rules or restrictions and any by-laws in respect of the good conduct of the affairs of the Association and its Members provided that such regulations, rules, restrictions or by-laws are not inconsistent with these Rules;

 

(c) disburse the Association’s funds as it deems necessary for the fulfilment of the Objects of the Association;

 

(d) from time to time set and determine:

 

(i) Application Fees;

(ii) Annual Subscription Fees,

 

for the Association; and

 

(e) subject to, and in accordance with these Rules, may delegate any of their powers to a sub-committee or committees consisting of any persons that it deems necessary.

 

 

12.3 Appointment of attorney

 

The Committee may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Association for the purposes and with the powers, authorities and discretions vested in or exercisable by the Committee for the period and subject to the conditions that the Committee thinks fit.

 

 

12.4 Provisions in power of attorney

 

A power of attorney granted under rule 12.3 (“Appointment of attorney”) may contain provisions for the protection and convenience of persons dealing with the attorney as the Committee thinks fit and may also authorise the attorney to delegate (including by way of appointment of a substitute attorney) all or any of the powers, authorities and discretions vested in the attorney.

 

 

12.5 Sub-committees

 

The Committee may, by written instrument, delegate to one or more sub-committees (comprising those persons the Committee thinks fit) the exercise of the functions of the Committee that 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 or regulations.

 

 

12.6 Delegation

 

A function, the exercise of which has been delegated to a sub-committee under rule 12.5 (“Sub-committees”) or to a Member under rules 9.2 (“Delegation by Secretary”) and 10.2 (“Delegation by Treasurer”), may, while the delegation remains unrevoked,
be exercised from time to time by the sub-committee or one or more Members in accordance with the terms of the delegation.

 

 

12.7 Conditions on delegation

 

A delegation under these Rules may be made subject to conditions or limitations on the exercise of any function, or as to time or circumstances, as specified in the instrument of delegation.

 

 

12.8 Delegator may exercise delegated functions

 

Despite any delegation under these Rules, the Secretary, Treasurer and Committee may each continue to exercise any function delegated.

 

 

12.9 Delegate’s actions valid

 

Any act or thing done or suffered by a:

 

(a) Member under rules 9.2 (“Delegation by Secretary”) and 10.2 (“Delegation by Treasurer”); or

 

(b) sub-committee acting in the exercise of a delegation under rule 12.5 (“Subcommittees”),

 

has the same force and effect as it would have if it had been done or suffered by the Secretary, the Treasurer or the Committee respectively.

 

 

12.10 Revoking delegation

 

Each of the Secretary, Treasurer and the Committee may, by written instrument, revoke wholly or in part any delegation by them under rules 9.2 (“Delegation by Secretary”), 10.2 (“Delegation by Treasurer”) and 12.5 (“Sub-committees”), respectively.

 

 

12.11 Validity of acts of Committee Members

 

All acts done at a Committee meeting, or by a person acting as a Committee Member are, even if it is afterwards discovered that:

 

(a) there was a defect in the appointment or continuance in office of a person as a Committee Member or of the person so acting; or

 

(b) a person acting as a Committee Member was disqualified or was not entitled to vote,

 

as valid as if the relevant person had been duly appointed or had duly continued in office and was qualified and entitled to vote.

 

 

13 Committee proceedings

13.1 Committee meetings

 

Subject to the requirement that the Committee must meet at least 3 times during each calendar year, the Committee may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

 

 

13.2 Committee Member may convene meeting

 

A Committee Member may at any time, and the Secretary must on the written request of a Committee Member, convene a meeting of the Committee by giving reasonable notice individually to every other Committee Member.

 

 

13.3 Quorum for Committee meeting

 

At a Committee meeting, the number of Committee Members whose presence in person or by proxy is necessary to constitute a quorum is as determined by the Committee and, unless so determined, is two.

 

 

13.4 If quorum not present

 

If within 30 minutes after the time appointed for a Committee meeting a quorum is not present, the meeting stands adjourned to:

 

(a) the same day in the next week and the same time and place; or

 

(b) any other day, time and place as the Committee appoint by giving reasonable notice individually to each Committee Member.

 

 

13.5 Committee Members may act despite vacancy

 

The Committee Members may act despite a vacancy in their number. However, if their number is reduced below the minimum number required to constitute a quorum, the remaining Committee Members may, except in an emergency, act only for the purpose:

 

(a) of filling vacancies to the extent necessary to bring their number up to that minimum; or

 

(b) of convening a general meeting.

 

 

13.6 Committee chairman

 

The President or, in the President’s absence, the Treasurer, is to chair Committee meetings.

 

 

13.7 Absence of chairman at Committee meeting

 

If a Committee meeting is held and the President or Treasurer is not present within 30 minutes after the time appointed for the holding of the meeting or are unable or unwilling to act, the Committee Members present must elect one of their number to chair the meeting.

 

 

13.8 Sub-committee meetings

 

A sub-committee may meet and adjourn as it thinks proper.

 

 

13.9 Sub-committee chairman

 

The members of a sub-committee may elect one of their number to chair their meetings. If a meeting of a sub-committee is held and:

 

(a) a chairman has not been elected; or

 

(b) the chairman is not present within 30 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act,

 

the sub-committee members present may elect one of their number to be chairman of the meeting.

 

 

13.10 Questions decided by majority

 

A question arising at a Committee meeting is to be decided by a majority of votes of Committee Members present in person or by proxy and entitled to vote and that decision is for all purposes a decision of the Committee.

 

 

13.11 Chairman’s casting vote at Committee meeting

 

In the event of an equality of votes cast for and against a question, the chairman of a Committee meeting has a second or casting vote, unless only two Committee Members are present and entitled to vote at the meeting on the question.

 

 

13.12 Committee Member attending and voting by proxy

 

A Committee Member may participate in and vote by proxy at a Committee meeting if the proxy:

 

(a) is another Committee Member; and

 

(b) has been appointed in writing signed by the appointor.

 

The appointment may be general or for one or more particular meetings. A Committee Member present as proxy for one or more Committee Members who would be entitled to vote if present at the meeting has one vote for each appointor and one vote in their own capacity as a Committee Member.

 

 

13.13 Committee meetings by Instantaneous Communication Device

 

With the exception of Committee meetings held for the purposes of rule 5.1 (“Initial Resolution”) and rule 5.3 (“Special Committee Meeting to confirm or revoke Initial Resolution”), the contemporaneous linking together by Instantaneous Communication Device of a number of consenting Committee Members not less than the quorum, (whether or not any one or more of the Committee Members is out of Australia), is deemed to constitute a meeting of the Committee and all the provisions of these Rules as to the meetings of the Committee shall apply to such meetings held by Instantaneous Communication Device so long as the following conditions are met:

 

(a) all the Committee Members entitled to receive notice of the meeting have received notice that the meeting is to be held by Instantaneous Communication Device. Notice of any such meeting may be given on the Instantaneous Communication Device or in any other manner permitted by the Act and these Rules;

 

(b) at the commencement of the meeting each of the Committee Members taking part in the meeting by Instantaneous Communication Device must be able to hear each of the other Committee Members taking part; and

 

(c) at the commencement of the meeting each Committee Member must acknowledge his or her presence to all the other Committee Members taking part.

 

A Committee Member must not leave the meeting by disconnecting his Instantaneous Communication Device unless he or she has previously obtained the expressed consent of the chairman of the meeting. Unless the chairman’s expressed consent to leave the meeting has been obtained, a Committee Member is conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting by Instantaneous Communication Device.

 

A minute of the proceedings of a Committee meeting by Instantaneous Communication Device is sufficient evidence of those proceedings and of the observance of all necessary formalities if the minute is certified as a correct minute in accordance with rule 13.15 (“Minutes of Committee proceedings”).

 

 

13.14 Circulating resolutions

 

With the exception of Committee meetings held for the purposes of rule 5.1 (“Initial Resolution”) and rule 5.3 (“Special Committee Meeting to confirm or revoke Initial Resolution”), the Committee may pass a resolution without a Committee meeting being held if all of the Committee Members who are entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Committee Members if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Committee Member signs.

 

 

13.15 Minutes of Committee proceedings

 

The Committee must ensure that minutes are kept of all proceedings at Committee meetings. Minutes of proceedings at a Committee meeting must be signed by the chairman of the meeting or by the chairman of the next meeting.

 

 

13.16 Reference to Committee includes sub-committee

 

For the purpose of rule 13.10 (“Questions decided by majority”) to rule 13.15 (“Minutes of Committee proceedings”), inclusive, a reference to a Committee meeting or Committee Member includes a sub-committee meeting and sub-committee member respectively.

 

 

14 Financial control

14.1 Source of funds

 

The funds of the Association are derived from:

 

(a) Application Fees;

 

(b) Annual Subscription Fees;

 

(c) donations; and

 

(d) subject to the Act and these Rules, any other sources the Committee determines.

 

 

14.2 Handling of funds received

 

The Association must, as soon as practicable after receiving any money:

 

(a) in the case of receiving:

 

(i) Application Fees;

(ii) Annual Subscription Fees; or

(iii) donations,

 

issue an appropriate receipt; and

 

(b) in all cases, ensure that all money received by the Association is deposited without deduction to the credit of the Association’s nominated bank account.

 

 

14.3 Use of funds

 

The funds of the Association are to be used for the objects of the Association in the manner that the Committee determines.

 

 

14.4 Signing of cheques

 

The Committee may determine the manner in which and persons by whom cheques, promissory notes, bankers’ drafts, bills of exchange and other negotiable instruments, and receipts for money paid to the Association, may be signed, drawn, accepted, endorsed or otherwise executed.

 

 

15 Collective Agreement

15.1 Association may resolve to enter into Collective Agreement

 

The Association in general meeting may, by resolution, authorise either or both of the following:

 

(a) the termination of all Individual Agreements; and

 

(b) the making of a Collective Agreement.

 

 

15.2 Association as Member’s attorney

 

To effect any resolution made pursuant to rule 15.1, each Member irrevocably appoints the Association and the President, Secretary and Treasurer jointly and severally as the Member’s attorney in the Member’s name and on the Member’s behalf to do all acts and things which the Association considers necessary or appropriate to give effect to the resolution, including:

 

(a) the making of an offer to the League, on behalf of the Member, to terminate, by consent, his or her Individual Agreement;

 

(b) accepting, on behalf of the Member, any offer by the League to terminate, by consent, his or her Individual Agreement;

 

(c) executing, on behalf of the Member, any termination deed and any other agreement, deed, instrument or other document necessary to give effect to the termination of the Individual Agreement; and

 

(d) negotiating, on behalf of the Member, the terms and conditions of a Collective Agreement, and

 

(e) executing, on behalf of the Member, a Collective Agreement.

 

 

15.3 Collective Agreement binding on Running Members

 

All Running Members agree to be bound by the terms and conditions of a Collective Agreement entered into under this rule 15.

 

 

15.4 Definitions

 

In this rule 15:

 

Collective Agreement means an agreement to which the League, the Association and each Running Member are a party, for the provision of services by a Running Member to the League on the terms and conditions contained in that agreement, and includes a Collective Agreement which replaces a prior Collective Agreement; and

 

Individual Agreement means an agreement, to which an individual Member and the League are a party, for the provision of services by the Member to the League on the terms and conditions contained in that agreement.

 

 

16 Payroll Deductions

16.1 Association as Member’s attorney

 

Where:

 

(a) a Member has provided the League with a Payroll Deduction Authority; and

 

(b) that Payroll Deduction Authority has not:

 

(i) lapsed;

(ii) been suspended;

(iii) been cancelled; or

(iv) been revoked,

 

the Member appoints the Association and the President, Secretary and Treasurer jointly and severally as the Member’s attorney in the Member’s name and on the Member’s behalf to do all acts and things which the Association considers necessary or appropriate to effect the making and remission of a Payroll Deduction in accordance with the instructions contained in the Payroll Deduction Authority, and in particular:

 

(c) calculate and advise the League, from time to time, of the amount of the Payroll Deduction; and

 

(d) instruct the League how and where to remit the Payroll Deduction.

 

 

16.2 Association to provide reconciliation on request

 

Where the League has remitted a Payroll Deduction to the Association on account of a Member, the Association must, when requested to do so by that Member, provide the Member with a statement reconciling the amount remitted to the Association with the expenses incurred by the Member to which the Payroll Deduction relates.

 

 

16.3 Definitions

 

In this rule 16:

 

Payroll Deduction means an amount of money deducted and withheld from the moneys payable by the League to a Member; and

 

Payroll Deduction Authority means a document, in writing and signed by a Member, authorising the League to make a Payroll Deduction and remit that Payroll Deduction to the Association.

 

 

17 Seals

17.1 Safe custody of common seal

 

The Committee must provide for the safe custody of any common seal of the Association.

 

 

17.2 Use of common seal

 

If the Association has a common seal or duplicate common seal:

 

(a) it may be used only by the authority of the Committee, or of a sub-committee authorised by the Committee to authorise its use; and

 

(b) every document to which it is affixed must be signed by a Committee Member and be countersigned by another Committee Member, the Public Officer or another person appointed by the Committee to countersign that document or a class of documents in which that document is included.

 

 

18 Inspection of records

18.1 Inspection by Members

 

Subject to the Act, the Committee may determine whether and to what extent, at what time and places and under what conditions, the accounting records and other documents of the Association or any of them will be open to the inspection of Members.

 

 

18.2 Right of a Member to inspect

 

A Member does not have the right to inspect any document of the Association except as provided by law or authorised by the Committee or by the Association in general meeting.

 

 

19 Service of documents

19.1 Document includes notice

 

In this Part 19, a reference to a document includes a notice.

 

 

19.2 Methods of service

 

(a) The Association may give a document to a Member:

 

(i) personally;

(ii) by sending it by post to the address for the Member in the register of Members or an alternative address nominated by the Member; or

(iii) by sending it to the fax number or email address provided by the Member to the Association.

 

 

(b) A Member may give a document to the Association by:

 

(i) giving it to a Committee Member personally;

(ii) sending it by post to the Association’s current:

(A) registered address; or

(B) postal address,

 

as specified in the Register of Incorporated Associations at the time of posting;

 

(iii) sending it by post to the address for the Association’s current Public Officer as specified in the Register of Incorporated Associations at the time of posting;

(iv) sending it by post to an address nominated in writing by the Association; or

(v) sending it to a fax number or email address nominated in writing by the Association.

19.3 Post

 

A document sent by post:

 

(a) if sent to an address in Australia, may be sent by ordinary post; and

 

(b) if sent to an address outside Australia, must be sent by airmail, and in either case is taken to have been received on the day after the date of its posting.

 

 

19.4 Fax or email transmission

 

If a document is sent by fax or email, delivery of the document is taken:

 

(a) to be effected by properly addressing and transmitting the fax or email; and

 

(b) to have been delivered on the day of its transmission.

 

 

19.5 Evidence of service

 

A certificate in writing signed by a Committee Member stating that a document was sent to a Member by post or by fax or email on a particular date is prima facie evidence that the document was sent on that date.

 

 

20 Winding up

20.1 Application of property on winding up

If any property remains on the winding up or dissolution of the Association and after satisfaction of all its debts and liabilities, that property may not be paid to or distributed among the Members but must be given or transferred to some other body corporate (or bodies corporate, as the case may be):
(a) having objects similar to the objects of the Association; and
(b) whose rules or constitution prohibit the distribution of its income and property among its members to an extent at least as great as imposed on the Association under these Rules.

20.2 Members’ liabilities on winding up

 

The liability of a Member to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the Member as required by rules 3.21 (“Annual Subscription Fee”) to 3.23 (“Waiver of Annual Subscription Fee”), inclusive.

 

 

21 Indemnity and insurance

21.1 Indemnity

 

The Association may indemnify any current or former Committee Member out of the property of the Association against:

 

(a) every liability incurred by the person in that capacity (except a liability for legal costs); and

 

(b) all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity,

 

except to the extent that:

 

(c) the Association is forbidden by statute to indemnify the person against the liability or legal costs; or

 

(d) an indemnity by the Association of the person against the liability or legal costs would, if given, be made void by statute.

 

 

21.2 Insurance

 

The Association may pay or agree to pay, whether directly or through an interposed entity, a premium for a contract insuring a person who is or has been a Committee Member against liability incurred by the person in that capacity, including a liability for legal costs, unless:

 

(a) the Association is forbidden by statute to pay or agree to pay the premium; or

 

(b) the contract would, if the Association paid the premium, be made void by
statute.

 

 

21.3 Contract

 

The Association may enter into an agreement with a person referred to in rules 21.1 (“Indemnity”) and 21.2 (“Insurance”) with respect to the matters covered by those rules. An agreement entered into under this rule 21.3 may include provisions relating to rights of access to the books of the Association conferred by the Act or otherwise by law.

 

 

22 Alteration of Rules

 

These Rules must not be varied or rescinded except in accordance with the Act. No additional rules may be made for the Association except in accordance with the Act

 

 

23 Liquor

23.1 Liquor Licence

 

If the Association holds a licence to sell liquor under the Liquor Control Reform Act:

 

(a) no liquor shall be sold or supplied to any person except on the days during the hours and in the manner prescribed or permitted by the provisions of the Liquor Control Reform Act; and

 

(b) no visitors to the Licensed Premises may be supplied with liquor unless the visitor is a guest in the company of a Member.

 

 

23.2 Register of Guests

 

A Register of Guests must be maintained in accordance with the Liquor Control Reform Act and must contain:

 

(a) the name and residential address of each Member admitting a guest;

 

(b) the name and residential address of the guest; and

 

(c) the date on which the guest was admitted to the Licensed Premises.

 

 

23.3 No waiver of Annual Subscription Fee except in accordance with Rules

 

The Committee must not waive the payment of all or any part of an Annual Subscription Fee under rule 3.23 (“Waiver of Annual Subscription Fee”) for a person unless:

 

(a) the person has submitted an application for membership of the Association in accordance with these Rules; and

 

(b) the person is eligible for membership of the Association and satisfies the criteria pertaining to at least one of the classes of membership listed in rule 3.1 (“Classes of membership”); and

 

(c) the Committee has resolved to accept the person’s application for membership in accordance with these Rules.

 

 

23.4 No commissions from the sale of liquor

 

No payment may be made to any Committee Member or other officer or servant of the Association which is a commission or allowance relating to the sale or disposal of liquor by the Association.

 

 

23.5 Definitions

 

In this rule 23:

 

Licensed Premises means such premises as are owned, leased or managed by the Association from time to time and are licensed under the Liquor Control Reform Act; Liquor Control Reform Act means the Liquor Control Reform Act 1998 (Vie); and Register of Guests means the register kept in accordance with the Liquor Control Reform Act and referred to in rule 23.2 (“Register of Guests”).

 

 

24 Interpretation

24.1 Definitions

 

In these Rules, unless the contrary intention appears:

 

Act means the Associations Incorporation Act 1981 (Vie).

 

AFL means the Australian Football League.

 

Annual Subscription Fee means the amount fixed from time to time by the Committee under rule 3.21 (“Annual Subscription Fee”).

 

Application Fee means an amount determined by the Committee from time to time in respect of an application for membership of the Association, and must not be an amount exceeding the Annual Subscription Fee for the year in which an application for membership is received.

 

Association means Southern Football League Umpires Association Inc. (ABN 72 373 586 917)

 

Australian Football means the contest played between two Teams competing in accordance with the Laws of Australian Football.

 

 

Club means an association or body affiliated with the League that fields one or more Teams in League Competition.

 

Club Umpire means a person who is employed or engaged by a Club as an umpire and who is appointed by that Club to officiate in Matches in which a Team affiliated with that Club participates.

 

Committee means the committee of management of the Association constituted under rule 8.1 (“Constitution and membership of Committee”) or rule 8.2 (“Transitional provisions”).

 

Committee Member means a person who is currently a member of the Committee as constituted in accordance with rule 8.1 (“Constitution and membership of Committee”) or rule 8.2 (“Transitional provisions”).

 

Controlling Body includes:

 

(a) the AFL;

 

(b) any league, association or body responsible for the organisation and conduct of Matches of Australian Football, who has determined to play such Matches in accordance with the Laws of Australian Football;

 

(c) a league, association or body responsible for the organisation and conduct of Matches of Australian Football and which is affiliated to the AFL (“AFL Affiliates”); and

 

(d) any league, association or body responsible for the organisation and conduct of Matches of Australian Football which is affiliated to the AFL Affiliates.

 

Court includes any court, tribunal or judicial body capable of enforcing its own orders.

 

General Committee Member means a person who for the time being holds the office of General Committee Member of the Association after having been duly elected or appointed to that office in accordance with Part 8 of these Rules.

 

Initial Resolution means a resolution passed by the Committee under rule 5.1 (“Initial Resolution”).

 

Instantaneous Communication Device includes telephone, television or any other audio and visual device which permits instantaneous communication.

 

Laws of Australian Football means the rules, administered and controlled by the AFL, as amended from time to time, governing how a Match of Australian Football is played.

 

League means Southern Football League (ABN 71 006 377 635) or any successor Controlling Body.

 

League Competition means:

 

(a) any Match played under the auspices of the League; or

 

(b) a Match not played under the auspices of the League but where a League Umpire is appointed by the League to officiate in that Match.

 

 

League Umpire means a person who is employed or engaged or recognised by the League as being eligible for appointment as an umpire (not being a Club Umpire or a person appointed only on an occasional or informal basis) in or in connection with League Competition.

 

Life Member means a Member of the class of membership described in rule 3.3 (“Life Members”).

 

Match means the contest of Australian Football played between two Teams.

 

Member means a member of the Association.

 

Non-voting Members comprise:

 

(a) Life Members (other than those Life Members to whom rule 3.4 (“Running Members elected to Life membership”) applies); and

 

(b) Social Members.

 

Officer means a person who for the time being holds any office of the Association referred to in rule 8.3 (“Officers of the Association”) after having been duly elected or appointed to that office in accordance with Part 8 of these Rules.

 

Part means a Part of these Rules.

 

Player means a person who plays or is selected to play with a Team or a person who otherwise trains with a Team or who is within the purview of the Laws of Australian Football.

 

President means the person who for the time being holds the office of President of the Association after having been duly elected or appointed to that office in accordance with Part 8 of these Rules.

 

Public Officer means the person who for the time being holds the office of public officer (as defined in the Act) of the Association after having been duly appointed to that office in accordance with the Act and Part 11 (“Public Officer”) of these Rules.

 

Register of Incorporated Associations has the same meaning that the term “register” has in the Act.

 

Registered Office means the registered office of the Association.

 

Rules means these rules as amended from time to time, and a reference to a rule is a reference to a rule of these Rules.

 

Running Member means a Member of the class of membership described in rule 3.2 (“Running Members”).

 

Secretary means:

(a) the person who for the time being holds the office of Secretary of the Association after having been duly elected or appointed to that office in accordance with Part 8 of these Rules; or

 

(b) where no person holds that office, the Public Officer.

 

Social Member means a Member of the class of membership described in rule 3.7 (“Social Members”).

 

Special Committee Meeting means a meeting of the Committee held under rule 5.3 (“Special Committee Meeting to confirm or revoke Initial Resolution”).

 

Team means the group of Players competing against another group of Players in a Match of Australian Football.

 

Treasurer means the person who for the time being holds the office of Treasurer of the Association after having been duly elected or appointed to that office in accordance with Part 8 of these Rules.

 

Umpire includes all of the field, boundary, goal and emergency umpires officiating or at a Match.

 

Voting Members comprise Running Members and Life Members to whom rule 3.4 (“Running Members elected to Life membership”) applies.

 

 

24.2 Reference to certain general terms

 

Unless the contrary intention appears, in this agreement: (gender) words importing any gender include all other genders; (person) the word “person” includes a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association or an authority;

 

(singular includes plural) the singular includes the plural and vice versa; (meaning of undefined terms) an undefined word or term in these Rules has the same meaning that the word or term has in the Act;

 

(regulations) a reference to a law includes regulations and instruments made under the law;

 

(reference to statutes) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, reenactments or replacements of any of them;

 

(law) law includes common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, reenactments or replacements of any of them);

 

(variation or replacement) a reference to a document (including this agreement) includes any variation or replacement of either of them;

 

(clauses, annexures and schedules) a reference to a clause, annexure or schedule is a reference to a clause in or annexure or schedule to this agreement; (executors, administrators, successors) a reference to a person includes the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;