ILEOSTOMY ASSOCIATION (VIC) INC RULES

table of provisions

PART 1 – PRELIMINARY

  • Name
  • Purposes
  • Financial Year
  • Definitions

PART 2 – POWERS OF ASSOCIATION

  • Powers of Association
  • Not for profit organisation

PART 3 – MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES

Division 1 – Membership

  • Minimum number of members
  • Who is eligible to be a member
  • Application for membership
  • Consideration of application
  • New membership
  • Annual Access and Administration Fee
  • General rights of members
  • Associate members
  • Rights not transferable
  • Ceasing membership
  • Resigning as a member
  • Register of members

Division 2 – Disciplinary action

  • Disciplinary Procedure

Division 3 – Grievance procedure

  • Application
  • Parties must attempt to resolve the dispute
  • Appointment of mediator
  • Mediation process
  • Failure to resolve dispute by mediation

PART 4 – GENERAL MEETINGS OF THE ASSOCIATION

  • Annual general meetings
  • Special general meetings
  • Special general meeting held at request of members
  • Notice of general meetings
  • Proxies
  • Use of technology
  • Quorum at general meetings
  • Adjournment of general meeting
  • Voting at general meeting
  • Postal Referendum
  • Special resolutions
  • Determining whether resolution carried
  • Minutes of general meeting

PART 5 – COMMITTEE

Division 1 – Powers of Committee

  • Role and powers
  • Delegation

Division 2 – Composition of Committee and duties of members

  • Composition of Committee
  • General Duties
  • President and Vice-President
  • Secretary
  • Treasurer

Division 3 – Election of Committee members and tenure of office

  • Who is eligible to be a Committee member
  • Positions to be declared vacant
  • Nominations
  • Election of members to the Committee
  • Ballot
  • Term of office
  • Vacation of office
  • Filling casual vacancies

Division 4 – Meetings of Committee

  • Meetings of Committee
  • Notice of meetings
  • Urgent meetings
  • Procedure and order of business
  • Use of technology
  • Quorum
  • Voting
  • Conflict of interest
  • Minutes of meeting
  • Leave of absence

PART 6 – FINANCIAL MATTERS

  • Source of funds
  • Management of funds
  • Financial records
  • Financial statements

PART 7 – GENERAL MATTERS

  • Common seal
  • Registered address
  • Notice requirements
  • Custody and inspection of books and records
  • Indemnity
  • Winding up and cancellation
  • Alteration of rules

Ileostomy Association (Vic) Inc Rules

Note

The persons who from time to time are members of the Association are an incorporated association by the name given in rule 1 of these Rules.

Under section 46 of the Associations Incorporation Reform Act 2012, these Rules are taken to constitute the terms of a contract between the Association and its members.

 

 

 

PART 1—PRELIMINARY

1   Name

The name of the incorporated association is “Ileostomy Association (Vic) Incorporated” (in these rules called “the Association”). As Q.T. (Ileostomy) Australia – Victorian Division it was founded in 1957, by and under the guidance and inspiration of Professor Sir Edward Hughes, MD, LLD, MS, FRCS (Hon), FRACS, FRCS (Ire) (Hon), FCRS (Canada) (Hon), FRCS (Ed) (Hon), FCS (Philippines), FASS (Poland) (Hon), FASCS (Hon), CBE.

The Association is a not-for-profit organisation.

Note

Under section 23 of the Act, the name of the association and its registration number must appear on all its business documents.

2   Purpose

The purpose of the Association is to provide support and distribute ostomy products to financial members of the Association who have undergone surgery resulting in a temporary or permanent artificial body opening (created surgically or otherwise) which facilitates the removal of urine and products of the gastrointestinal tract as this person does not have normal gastrointestinal tract or bladder functions.

Solely for the purpose of furthering the purpose set out above, the Association shall have power:

  1. To buy, sell and deal in all kinds of articles and commodities and dispense to the financial members of the Association or persons frequenting the Association’s premises.
  2. To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Association: Provided that in case the Association shall take or hold any property which may be subject to any trusts the Association shall only deal with the same in such manner as allowed by law having regard to such trusts.
  3. To enter into any arrangements with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association; to obtain from any such Government or Authority any rights, privileges and concession which the Association may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
  4. To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Association but subject always to the proviso in paragraph b).
  5. To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise.
  6. To print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects.
  7. To amalgamate with any one or more incorporated associations having objects altogether or in part similar to those of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as that imposed upon the Association under or by virtue of the Rules.
  8. To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated associations with which the Association is authorised to amalgamate.
  9. To transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the incorporated associations with which the Association is authorised to amalgamate.
  10. To make donations for charitable or community purposes.

3   Financial year

The financial year of the Association is each period of 12 months ending on 30 June.

4   Definitions

In these Rules—

absolute majority, of the Committee, means a majority of the committee members currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting);

associate member means a member referred to in rules 8(b) and 14(1);

association means Ileostomy Association (Vic) Incorporated;          

chairperson, of a general meeting or committee meeting, means the person chairing the meeting as required under rule 42;

committee means the Committee having management of the business of the Association;

committee meeting means a meeting of the Committee held in accordance with these Rules;

committee member means a member of the Committee elected or appointed under Division 3 of Part 5;

financial year means the 12 month period specified in rule 3;

general meeting means a general meeting of the members of the Association convened in accordance with Part 4 and includes an annual general meeting, a special general meeting and a disciplinary appeal meeting;

member means a member of the Association and includes an associate member and a life member;

member entitled to vote means a member who under rule 13(2) is entitled to vote at a general meeting;

office means the office of the Association at Suite 322, 3rd Floor The Block Building, 98-100 Elizabeth Street, Melbourne in the State of Victoria, or other principal office of the Association from time to time.

ostomy means the condition (created surgically or otherwise) resulting in a temporary or permanent artificial body opening which facilitates the removal of urine and products of the gastrointestinal tract as this person does not have normal gastrointestinal tract or bladder functions.

register means the register of members required by these rules to be maintained.

special resolution means a resolution that requires not less than three-quarters of the members voting at a general meeting, whether in person or by proxy, to vote in favour of the resolution;

the Act means the Associations Incorporation Reform Act 2012 and includes any regulations made under that Act;

the Registrar means the Registrar of Incorporated Associations.

writing Includes printing, typing and other methods of reproducing words in visible form and “written” has a corresponding meaning.   

 

 

 

PART 2—POWERS OF ASSOCIATION

5   Powers of Association

(1)  Subject to the Act, the Association has power to do all things incidental or conducive to achieve its purposes.

(2)  Without limiting subrule (1), the Association may—

(a)  acquire, hold and dispose of real or personal property;

(b)  open and operate accounts with financial institutions;

(c)  invest its money in any security in which trust monies may lawfully be invested;

(d)  raise and borrow money on any terms and in any manner as it thinks fit;

(e)  secure the repayment of money raised or borrowed, or the payment of a debt or liability;

(f)  appoint agents to transact business on its behalf;

(g)  enter into any other contract it considers necessary or desirable.

(3)  The Association may only exercise its powers and use its income and assets (including any surplus) for its purposes.

6   Not for profit organisation

(1)  The Association must not distribute any surplus, income or assets directly or indirectly to its members.

(2)  Subrule (1) does not prevent the Association from paying a member—

(a)  reimbursement for expenses properly incurred by the member; or

(b)  for goods or services provided by the member—

if this is done in good faith on terms no more favourable than if the member was not a member.

Note

Section 33 of the Act provides that an incorporated association must not secure pecuniary profit for its members. Section 4 of the Act sets out in more detail the circumstances under which an incorporated association is not taken to secure pecuniary profit for its members.

 

 

 

PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES

Division 1—Membership

7   Minimum number of members

The Association must have at least 5 members.

8   Who is eligible to be a member

(a)  Ordinary members shall be persons who are eligible to receive products under the Commonwealth Government’s Stoma Appliance Scheme as they have a temporary or permanent artificial body opening (created surgically or otherwise) which facilitates the removal of urine and products of the gastrointestinal tract.

(b)  Associate members shall be relatives of Ordinary members or members of the medical or paramedical profession and any person who supports the purposes of the Association but who is not entitled to access ostomy supplies from the Commonwealth Government’s Stoma Appliance Scheme.

(c)  Life members shall be Ordinary members who in the opinion of the Committee have rendered or are rendering distinguished service to the Association and afforded recognition as such.

9   Application for membership

(1)  To apply to become a member of the Association, a person must submit a written application to the Association that has been authorised by the appropriate medical professional stating that the person—

(a)  wishes to become a member of the Association; and

(b)  supports the purposes of the Association; and

(c)  agrees to comply with these Rules as stated on the Association’s website and which are provided on request.

(2)  The application—

(a)  must be signed; and

(b)  must be accompanied by the Access fee as set by the Commonwealth Government and the Administration fee if required.

(3)  Application for Associate membership shall be in the form required by the committee.

Note

The joining fee is the fee (if any) determined by the Association under rule 12(3).

10   Consideration of application

(1)  As soon as practicable after an application for membership is received, the applicant is notified in writing of membership of the Association.

11   New membership

(1)  When an application for membership is approved the Secretary must, as soon as practicable, enter the name and address of the new member, and the date of becoming a member, in the register of members.

(2)  A person becomes a member of the Association and, subject to rule 13(2), is entitled to exercise his or her rights of membership on payment of the Access fee.

12      Annual Access and Administration Fee

(1)  At each annual general meeting, the Association will confirm

(a)  the amount of the annual Access fee as set by the Commonwealth Government for the current financial year;

(b)  the date for payment of the annual Access fee; and

(c)  the amount of an annual Administration fee.

(2)  The Association may determine that a lower annual fee is payable by associate members.

(3)  The Association may determine that any new member who joins after the start of a financial year must, for that financial year, pay a fee equal to—

(a)  the full annual Access fee; or

(b)  a pro rata annual Access fee based on the remaining part of the financial year; and/or

(c)  if required, the amount of an annual Administration fee.

(4)  The rights of a member (including the right to vote) who has not paid the annual Access fee by the due date of 1 July are suspended until the subscription is paid.

13     General rights of members

(1)  A member of the Association who is entitled to vote has the right—

(a)  to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and

(b)  to submit items of business for consideration at a general meeting; and

(c)  to attend and be heard at general meetings; and

(d)  to vote at a general meeting; and

(e)  to have access to the minutes of general meetings and other documents of the Association as provided under rule 70; and

(f)  to inspect the register of members on written application to the Secretary stating the reason for the request.

(2)  A member is entitled to vote if—

(a)  the member is a member other than an associate member; and

(b)  the member’s membership rights are not suspended for any reason.

14   Associate members

(1)  Associate members of the Association include—

(a)  any members under the age of 15 years; and

(b)  any other category of member as determined by special resolution at a general meeting.

(2)  An associate member must not vote but may have other rights as determined by the Committee or by resolution at a general meeting.

15   Rights not transferable

The rights of a member are not transferable and end when membership ceases.

16   Ceasing membership

(1)  The membership of a person ceases on resignation or death.

(2)  If a person ceases to be a member of the Association, the Secretary must, as soon as practicable, enter the date the person ceased to be a member in the register of members.

(3)  The Association will not refund any annual Access and/or Administration fee already paid.

17   Resigning as a member

(1)  A member may resign by notice in writing given to the Association.

Note

Rule 69(3) sets out how notice may be given to the association. It includes by post or by handing the notice to a member of the committee.

(2)  A member is taken to have resigned if

(a) the member’s annual Access fee is more than 12 months in arrears; and

(b)  hasn’t accessed the Commonwealth Government’s Stomas Appliance Scheme in more than 12 months.

18   Register of members

(1)  The Secretary must keep and maintain a register of members that includes—

(a)  for each current member—

(i)  the member’s name;

(ii)  the address for notice last given by the member;

(iii)  the date of becoming a member;

(iv)  if the member is an associate member, a note to that effect;

(v)  any other information determined by the Committee; and

(b)  for each former member, the date of ceasing to be a member.

(2)     Any member may request in writing to the Secretary to inspect the register of members stating the reason for the request.

(3)     Members can write to the Secretary and request that the Secretary restrict access to their details on the members register if they have special circumstances. The Secretary will decide if there are special circumstances and will write to the member outlining their decision.

Note

Under section 59 of the Act, access to the personal information of a person recorded in the register of members may be restricted in certain circumstances. Section 58 of the Act provides that it is an offence to make improper use of information about a person obtained from the Register of Members.

Division 2—Disciplinary action

19   The Association has chosen not to have a disciplinary procedure.

Division 3—Grievance procedure

20   Application

(1)  The grievance procedure set out in this Division applies to disputes under these Rules between—

(a)  a member and another member;

(b)  a member and the Committee;

(c)  a member and the Association.

21   Parties must attempt to resolve the dispute

The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.

22   Appointment of mediator

(1)  If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 26, the parties must within 10 days—

(a)  notify the Committee of the dispute; and

(b)  agree to or request the appointment of a mediator; and

(c)  attempt in good faith to settle the dispute by mediation.

(2)  The mediator must be—

(a)  a person chosen by agreement between the parties; or

(b)  in the absence of agreement—

(i)  if the dispute is between a member and another member—a person appointed by the Committee; or

(ii)  if the dispute is between a member and the Committee or the Association—a person appointed or employed by the Dispute Settlement Centre of Victoria.

(3)  A mediator appointed by the Committee may be a member or former member of the Association but in any case must not be a person who—

(a)  has a personal interest in the dispute; or

(b)  is biased in favour of or against any party.

23   Mediation process

(1)  The mediator to the dispute, in conducting the mediation, must—

(a)  give each party every opportunity to be heard; and

(b)  allow due consideration by all parties of any written statement submitted by any party; and

(c)  ensure that natural justice is accorded to the parties throughout the mediation process.

(2)  The mediator must not determine the dispute.

24   Failure to resolve dispute by mediation

If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

 

 

 

PART 4—GENERAL MEETINGS OF THE ASSOCIATION

25   Annual general meetings

(1)  The Committee must convene an annual general meeting of the Association to be held within 5 months after the end of each financial year.

(2)  Despite subrule (1), the Association may hold its first annual general meeting at any time within 18 months after its incorporation.

(3)  The Committee may determine the date, time and place of the annual general meeting.

(4)  The ordinary business of the annual general meeting is as follows—

(a)  to confirm the minutes of the previous annual general meeting and of any special general meeting held since then;

(b)  to receive and consider—

(i)  the annual report of the Committee on the activities of the Association during the preceding financial year; and

(ii)  the financial statements of the Association for the preceding financial year submitted by the Committee in accordance with Part 7 of the Act;

(c)  to elect the members of the Committee;

(d)  to confirm or vary the amounts of the annual Access fee and annual Administration fee;

(e)  to appoint the Auditor for the current financial year.

(5)  The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.

        26   Special general meetings

(1)  Any general meeting of the Association, other than an annual general meeting is a special general meeting.

(2)  The Committee may convene a special general meeting whenever it thinks fit.

(3)  No business other than that set out in the notice under rule 28 may be conducted at the meeting.

Note

General business may be considered at the meeting if it is included as an item for consideration in the notice under rule 28 and the majority of members at the meeting agree.

27   Special general meeting held at request of members

(1)  The Committee must convene a special general meeting if a request to do so is made in accordance with subrule (2) by at least 10% of the total number of members.

(2)  A request for a special general meeting must—

(a)  be in writing; and

(b)  state the business to be considered at the meeting and any resolutions to be proposed; and

(c)  include the names and signatures of the members requesting the meeting; and

(d)  be given to the Secretary.

(3)  If the Committee does not convene a special general meeting within one month after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.

(4)  A special general meeting convened by members under subrule (3)—

(a)  must be held within 3 months after the date on which the original request was made; and

(b)  may only consider the business stated in that request.

(5)  The Association must reimburse all reasonable receipted expenses incurred by the members convening a special general meeting under subrule (3).

28   Notice of general meetings

(1)  The Secretary (or, in the case of a special general meeting convened under rule 27(3), the members convening the meeting) must give to each member of the Association—

(a)  at least 21 days’ notice of a general meeting if a special resolution is to be proposed at the meeting; or

(b)  at least 14 days’ notice of a general meeting in any other case.

(2)  The notice must—

(a)  specify the date, time and place of the meeting; and

(b)  indicate the general nature of each item of business to be considered at the meeting; and

(c)  if a special resolution is to be proposed—

(i)  state in full the proposed resolution; and

(ii)  state the intention to propose the resolution as a special resolution; and

(d)  comply with rule 29(5).

29   Proxies

(1)  A member may appoint another member as his or her proxy to vote and speak on his or her behalf at a general meeting other than at a disciplinary appeal meeting.

(2)  The appointment of a proxy must be in writing and signed by the member making the appointment.

(3)  The member appointing the proxy may give specific directions as to how the proxy is to vote on his or her behalf, otherwise the proxy may vote on behalf of the member in any matter as he or she sees fit.

(4)  If the Committee has approved a form for the appointment of a proxy, the member may use any other form that clearly identifies the person appointed as the member’s proxy and that has been signed by the member.

(5)  Notice of a general meeting given to a member under rule 28 must—

(a)  state that the member may appoint another member as a proxy for the meeting; and

(b)  include a copy of any form that the Committee has approved for the appointment of a proxy.

(6)  A form appointing a proxy must be given to the Chairperson of the meeting before or at the commencement of the meeting.

(7)  A form appointing a proxy sent by post or electronically is of no effect unless it is received by the Association no later than 24 hours before the commencement of the meeting.

30   Use of technology

(1)  A member not physically present at a general meeting may be permitted to participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.

(2)  For the purposes of this Part, a member participating in a general meeting as permitted under subrule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

31   Quorum at general meetings

(1)  No business may be conducted at a general meeting unless a quorum of members is present.

(2)  The quorum for a general meeting is the presence (physically, by proxy or as allowed under rule 30) of 15 members entitled to vote.

(3)  If a quorum is not present within 30 minutes after the notified commencement time of a general meeting—

(a)  in the case of a meeting convened by, or at the request of, members under rule 27—the meeting must be dissolved;

Note

If a meeting convened by, or at the request of, members is dissolved under this subrule, the business that was to have been considered at the meeting is taken to have been dealt with. If members wish to have the business reconsidered at another special meeting, the members must make a new request under rule 27.

(b)  in any other case—

(i)  the meeting must be adjourned to a date not more than 21 days after the adjournment; and

(ii)  notice of the date, time and place to which the meeting is adjourned must be given at the meeting and confirmed by written notice given to all members as soon as practicable after the meeting.

(4)  If a quorum is not present within 30 minutes after the time to which a general meeting has been adjourned under subrule (3)(b), the members present at the meeting (if not fewer than 3) may proceed with the business of the meeting as if a quorum were present.

32   Adjournment of general meeting

(1)  The Chairperson of a general meeting at which a quorum is present may, with the consent of a majority of members present at the meeting, adjourn the meeting to another time at the same place or at another place.

(2)  Without limiting subrule (1), a meeting may be adjourned—

(a)  if there is insufficient time to deal with the business at hand; or

(b)  to give the members more time to consider an item of business.

Example

The members may wish to have more time to examine the financial statements submitted by the Committee at an annual general meeting.

(3)  No business may be conducted on the resumption of an adjourned meeting other than the business that remained unfinished when the meeting was adjourned.

(4)  Notice of the adjournment of a meeting under this rule is not required unless the meeting is adjourned for 14 days or more, in which case notice of the meeting must be given in accordance with rule 28.

33   Voting at general meeting

(1)  On any question arising at a general meeting—

(a)  subject to subrule (3), each member who is entitled to vote has one vote; and

(b)  members may vote personally or by proxy; and

(c)  except in the case of a special resolution, the question must be decided on a majority of votes.

(2)  If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.

(3)  If the question is whether or not to confirm the minutes of a previous meeting, only members who were present at that meeting may vote.

34   Postal Referendum

(1)              If a postal referendum of members is called for by the Committee it shall be conducted:-

(a)  as a secret referendum; and

(b)       in the manner stated below and otherwise in such manner as the Committee from time to time determines and the result of a postal referendum shall be deemed to be the result of the motion in relation to which such postal referendum was held.

(2)                          In all cases where a postal referendum is conducted, details of the motion or motions and any relevant facts pertaining to each motion, and a voting paper which shall be in such form as the Committee may determine and which shall contain such words and symbols as shall enable members to state whether they vote for or against each motion, shall be sent to all members within 28 days of the committee meeting at which the postal referendum was called for.

(3)  The date and time prior to which completed voting papers must be received at the office in order to be counted shall in no case be less than ten days from the date on which voting papers are sent to members.

(4)                           In all cases where a postal referendum is conducted, the Committee shall at the same time as it gives directions for the holding of a postal referendum appoint from amongst the members of the Association two scrutineers and such scrutineers shall be provided with:-

(a)  all such assistance from the officers of the Association as they may require; and

(b)  a list of all ordinary members whose annual subscriptions are due and payable and unpaid.

(5)  The scrutineers appointed in accordance with the provisions of the sub-clause (4) of this clause 34 shall be solely responsible for the opening of voting papers and for the calculation of votes. All motions voted upon shall be decided by a simple majority of votes cast. The scrutineers shall as soon as practicable after such calculation is complete report the result of the postal referendum to the President who shall cause such result to be communicated to the members in such manner as he deems most appropriate in each case.

(6)  The accidental omission to send a voting paper in relation to a postal referendum to any member or the failure of any member to receive any such voting paper shall not invalidate the result of such postal referendum.

35   Special resolutions

A special resolution is passed if not less than three quarters of the members voting at a general meeting (whether in person or by proxy) vote in favour of the resolution.

Note

In addition to certain matters specified in the Act, a special resolution is required—

(a)  to remove a committee member from office ;

(b)  to alter these Rules, including changing the name or any of the purposes of the Association.

36   Determining whether resolution carried

(1)  Subject to subsection (2), the Chairperson of a general meeting may, on the basis of a show of hands, declare that a resolution has been—

(a)  carried; or

(b)  carried unanimously; or

(c)  carried by a particular majority; or

(d)  lost—

and an entry to that effect in the minutes of the meeting is conclusive proof of that fact.

(2)  If a poll (where votes are cast in writing) is demanded by three or more members on any question—

(a)  the poll must be taken at the meeting in the manner determined by the Chairperson of the meeting; and

(b)  the Chairperson must declare the result of the resolution on the basis of the poll.

(3)  A poll demanded on the election of the Chairperson or on a question of an adjournment must be taken immediately.

(4)  A poll demanded on any other question must be taken before the close of the meeting at a time determined by the Chairperson.

37   Minutes of general meeting

(1)  The Committee must ensure that minutes are taken and kept of each general meeting.

(2)  The minutes must record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.

(3)  In addition, the minutes of each annual general meeting must include—

(a)  the names of the members attending the meeting; and

(b)  proxy forms given to the Chairperson of the meeting under rule 29(6); and

(c)  the financial statements submitted to the members in accordance with rule 25(4)(b)(ii); and

(d)  the certificate signed by two committee members certifying that the financial statements give a true and fair view of the financial position and performance of the Association; and

(e)  any audited accounts and auditor’s report or report of a review accompanying the financial statements that are required under the Act.

 

 

 

PART 5—COMMITTEE

Division 1—Powers of Committee

38   Role and powers

(1)  The business of the Association must be managed by or under the direction of a Committee.

(2)  The Committee may exercise all the powers of the Association except those powers that these Rules or the Act require to be exercised by general meetings of the members of the Association.

(3)  The Committee may—

(a)  appoint and remove staff;

(b)  establish subcommittees consisting of members and such other persons as the Committee may determine with terms of reference it considers appropriate.

39   Delegation

(1)  The Committee may delegate to a member of the Committee, a subcommittee or staff, any of its powers and functions other than—

(a)  this power of delegation; or

(b)  a duty imposed on the Committee by the Act or any other law.

(2)  The delegation must be in writing and may be subject to the conditions and limitations the Committee considers appropriate.

(3)  The Committee may, in writing, revoke a delegation wholly or in part.

Division 2—Composition of Committee and duties of members

40   Composition of Committee

The Committee consists of —

(1)   (a)  a President, who must be an ostomate and a financial member of the Association; and

(b)  a Vice-President; and

(c)  a Secretary, who must reside in Australia; and

(d)  a Treasurer; and

(e)  ordinary members (if any) elected under rule 48.

(2)               The majority of members of the Committee must be ostomates and financial members of the Association.

41   General Duties

(1)  As soon as practicable after being elected or appointed to the Committee, each committee member must become familiar with these Rules and the Act.

(2)  The Committee is collectively responsible for ensuring that the Association complies with the Act and that individual members of the Committee comply with these Rules.

(3)  Committee members must exercise their powers and discharge their duties with reasonable care and diligence.

(4)  Committee members must exercise their powers and discharge their duties—

(a)  in good faith in the best interests of the Association; and

(b)  for a proper purpose.

(5)  Committee members and former committee members must not make improper use of—

(a)  their position; or

(b)  information acquired by virtue of holding their position—

so as to gain an advantage for themselves or any other person or to cause detriment to the Association.

Note

See also Division 3 of Part 6 of the Act which sets out the general duties of the office holders of an incorporated association.

(6)  In addition to any duties imposed by these Rules, a committee member must perform any other duties imposed from time to time by resolution at a general meeting

(7)  No pamphlet or periodical shall be issued or published without the express consent and approval of the Committee or such committees as the Committee may appoint to examine each such pamphlet or periodical.

42                         President and Vice-President

(1)  Subject to subrule (2), the President or, in the President’s absence, the Vice-President is the Chairperson for any general meetings and for any committee meetings.

(2)  If the President and the Vice-President are both absent, or are unable to preside, the Chairperson of the meeting must be—

(a)  in the case of a general meeting—a member elected by the other members present; or

(b)  in the case of a committee meeting—a committee member elected by the other committee members present.

43   Secretary

(1)  The Secretary must perform any duty or function required under the Act to be performed by the secretary of an incorporated association.

Example

Under the Act, the secretary of an incorporated association is responsible for lodging documents of the association with the Registrar.

(2)  The Secretary must—

(a)  maintain the register of members in accordance with rule 18; and

(b)  keep custody of the common seal (if any) of the Association and, except for the financial records referred to in rule 65(3), all books, documents and securities of the Association in accordance with rules 67 and 70; and

(c)  subject to the Act and these Rules, provide members with access to the register of members, the minutes of general meetings and other books and documents in accordance Rule 13 (e) and (f) ; and

(d)  perform any other duty or function imposed on the Secretary by these Rules.

(3)  The Secretary must give to the Registrar notice of his or her appointment within 14 days after the appointment.

44   Treasurer

(1)  The Treasurer must—

(a)  receive all monies paid to or received by the Association and issue receipts for those monies in the name of the Association; and

(b)  ensure that all monies received are paid into the account of the Association within 5 working days after receipt; and

(c)  make any payments authorised by the Committee or by a general meeting of the Association from the Association’s funds; and

(d)  ensure chequesare signed by at least 2 office holders and any payments made by electronic funds transfer are authorised by 2 office holders.

(2)  The Treasurer must—

(a)  ensure that the financial records of the Association are kept in accordance with the Act; and

(b)  coordinate the preparation of the financial statements of the Association and their certification by the Committee prior to their submission to the annual general meeting of the Association.

(3)  The Treasurer must ensure that at least one other committee member has access to the accounts and financial records of the Association.

Division 3—Election of Committee members and tenure of office

45   Who is eligible to be a Committee member

A person is eligible to be elected or appointed as a committee member if the member—

(a)  is 18 years or over and is a financial member of the Association; or

(b)  is either a person who has had a stoma, or is a parent, partner, family member or carer of a person who has or has had a stoma; and

(c)  not be a person who is gainfully employed in any capacity connected with the manufacture or sale of appliances or pharmaceutical preparations used for the management of stomas.

46   Positions to be declared vacant

(1)  This rule applies to—

(a)  the first annual general meeting of the Association after its incorporation; or

(b)  any subsequent annual general meeting of the Association, after the annual report and financial statements of the Association have been received.

(2)  The Chairperson of the meeting must declare all positions on the Committee vacant and hold elections for those positions in accordance with rules 47 to 49.

47 Nominations

(1)  Prior to the election of the Committee, the Chairperson of the meeting must call for nominations to fill these positions.

(2)  An eligible person may—

(a)  nominate himself or herself; or

(b)  with the nominee’s consent, be nominated by a financial member.

(3)  All nominations must be in writing on the Association’s nomination form and seconded by a financial member.

48   Election of members to the Committee

(1)  The Committee shall comprise no more than 10 people including office holders with the majority of committee members being members of the Association. At the annual general meeting, elections must be held for the members of the Committee.

(2)  If the number of members nominated for the committee is less than or equal to the number to be elected, the Chairperson of the meeting must declare each of those members to be elected to the position.

(3)  If the number of members nominated exceeds the number to be elected, a ballot must be held in accordance with rule 49.

(4)  At the first meeting of the Committee held after every annual general meeting it shall elect a:-

(a)  President, who must be an ostomate and a financial member of the Association;

(b)  Vice-President;

(c)  Secretary, who must reside in Australia;

(d)  Treasurer.           

49   Ballot

(1)  If a ballot is required for the election for a position, the Chairperson of the meeting must appoint a member to act as returning officer to conduct the ballot.

(2)  The returning officer must not be a member nominated for the position.

(3)  Before the ballot is taken, each candidate may make a short speech in support of his or her election.

(4)  The election must be by secret ballot.

(5)  The returning officer must give a blank piece of paper to—

(a)  each member present in person; and

(b)  each proxy appointed by a member.

Example

If a member has been appointed the proxy of 5 other members, the member must be given 6 ballot papers—one for the member and one each for the other members.

(6)  If the ballot is for a single position, the voter must write on the ballot paper the name of the candidate for whom they wish to vote.

(7)  If the ballot is for more than one position—

(a)  the voter must write on the ballot paper the name of each candidate for whom they wish to vote;

(b)  the voter must not write the names of more candidates than the number to be elected.

(8)  Ballot papers that do not comply with subrule (7)(b) are not to be counted.

(9)  Each ballot paper on which the name of a candidate has been written counts as one vote for that candidate.

(10)  The returning officer must declare elected the candidate or, in the case of an election for more than one position, the candidates who received the most votes.

(11)  If the returning officer is unable to declare the result of an election under subrule (10) because 2 or more candidates received the same number of votes, the returning officer must—

(a)  conduct a further election for the position in accordance with subrules (4) to (10) to decide which of those candidates is to be elected; or

(b)  with the agreement of those candidates, decide by lot which of them is to be elected.

Examples

The choice of candidate may be decided by the toss of a coin, drawing straws or drawing a name out of a hat.

50   Term of office

(1)  Subject to subrule (3) and rule 51, a committee member holds office until the positions of the Committee are declared vacant at the next annual general meeting.

(2)  A committee member may be re-elected.

(3)  A general meeting of the Association may—

(a)  by special resolution remove a committee member from office; and

(b)  elect an eligible member of the Association to fill the vacant position in accordance with this Division.

(4)  A member who is the subject of a proposed special resolution under subrule (3)(a) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.

(5)  The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting at which the special resolution is to be proposed.

51   Vacation of office

(1)  A committee member may resign from the Committee by written notice addressed to the Committee.

(2)  A person ceases to be a committee member if he or she—

(a)  ceases to be a financial member of the Association; or

(b)  fails to attend 3 consecutive committee meetings (other than special or urgent committee meetings) without leave of absence under rule 62; or

(c)  otherwise ceases to be a committee member by operation of section 78 of the Act.

Note

A Committee member may not hold the office of secretary if they do not reside in Australia.

52   Filling casual vacancies

(1)  The Committee may appoint an eligible member of the Association to fill a position on the Committee that—

(a)  has become vacant under rule 51; or

(b)  was not filled by election at the last annual general meeting.

(2)  If the position of Secretary becomes vacant, the Committee must appoint a member to the position within 14 days after the vacancy arises.

(3)  Rule 50 applies to any committee member appointed by the Committee under subrule (1) or (2).

(4)  The Committee may continue to act despite any vacancy in its membership.

Division 4—Meetings of Committee

53   Meetings of Committee

(1)  The Committee must meet at least 4 times in each year at the dates, times and places determined by the Committee.

(2)  The date, time and place of the first committee meeting must be determined by the members of the Committee as soon as practicable after the annual general meeting of the Association at which the members of the Committee were elected.

(3)  Special committee meetings may be convened by the President or by any 4 members of the Committee.

54   Notice of meetings

(1)  Notice of each committee meeting must be given to each committee member no later than 7 days before the date of the meeting.

(2)  Notice may be given of more than one committee meeting at the same time.

(3)  The notice must state the date, time and place of the meeting.

(4)  If a special committee meeting is convened, the notice must include the general nature of the business to be conducted.

(5)  The only business that may be conducted at the meeting is the business for which the meeting is convened.

55   Urgent meetings

(1)  In cases of urgency, a meeting can be held without notice being given in accordance with rule 54 provided that as much notice as practicable is given to each committee member by the quickest means practicable.

(2)  Any resolution made at the meeting must be passed by an absolute majority of the Committee.

(3)  The only business that may be conducted at an urgent meeting is the business for which the meeting is convened.

56   Procedure and order of business

(1)  The procedure to be followed at a meeting of a Committee must be determined from time to time by the Committee.

(2)  The order of business may be determined by the members present at the meeting.

57   Use of technology

(1)  A committee member who is not physically present at a committee meeting may participate in the meeting by the use of technology that allows that committee member and the committee members present at the meeting to clearly and simultaneously communicate with each other.

(2)  For the purposes of this Part, a committee member participating in a committee meeting as permitted under subrule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

58   Quorum

(1)  No business may be conducted at a Committee meeting unless a quorum is present.

(2)  The quorum for a committee meeting is the presence (in person or as allowed under rule 57) of a majority of the committee members holding office.

(3)  If a quorum is not present within 30 minutes after the notified commencement time of a committee meeting—

(a)  in the case of a special meeting—the meeting lapses;

(b)  in any other case—the meeting must be adjourned to a date no later than 14 days after the adjournment and notice of the time, date and place to which the meeting is adjourned must be given in accordance with rule 54.

59   Voting

(1)  On any question arising at a committee meeting, each committee member present at the meeting has one vote.

(2)  A motion is carried if a majority of committee members present at the meeting vote in favour of the motion.

(3)  Subrule (2) does not apply to any motion or question which is required by these Rules to be passed by an absolute majority of the Committee.

(4)  If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.

(5)  Voting by proxy is not permitted.

60   Conflict of interest

(1)  A committee member who has a material personal interest in a matter being considered at a committee meeting must disclose the nature and extent of that interest to the Committee.

(2)  The member—

(a)  must not be present while the matter is being considered at the meeting; and

(b)  must not vote on the matter.

Note

Under section 81(3) of the Act, if there are insufficient committee members to form a quorum because a member who has a material personal interest is disqualified from voting on a matter, a general meeting may be called to deal with the matter.

(3)  This rule does not apply to a material personal interest—

(a)  that exists only because the member belongs to a class of persons for whose benefit the Association is established; or

(b)  that the member has in common with all, or a substantial proportion of, the members of the Association.

61   Minutes of meeting

(1)  The Committee must ensure that minutes are taken and kept of each committee meeting.

(2)  The minutes must record the following—

(a)  the names of the members in attendance at the meeting;

(b)  the business considered at the meeting;

(c)  any resolution on which a vote is taken and the result of the vote;

(d)  any material personal interest disclosed under rule 60.

62   Leave of absence

(1)  The Committee may grant a committee member leave of absence from committee meetings for a period not exceeding 3 months.

(2)  The Committee must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the committee member to seek the leave in advance.

 

 

 

PART 6—FINANCIAL MATTERS

63   Source of funds

The funds of the Association may be derived from the annual Access fee, donations, fund-raising activities, grants, interest and any other sources approved by the Committee.

64             Management of funds

(1)  The Association must open an account with a financial institution from which all expenditure of the Association is made and into which all of the Association’s revenue is deposited.

(2)  Subject to any restrictions imposed by a general meeting of the Association, the Committee may approve expenditure on behalf of the Association.

(3)  The Committee may authorise the Treasurer to expend funds on behalf of the Association (including by electronic funds transfer) up to a specified limit without requiring approval from the Committee for each item on which the funds are expended.

(4)  All 4 office holders of the Committee shall be signatories for all accounts held in the name of the Association. All cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments must be signed by 2 office holders. No office holder may sign or countersign any cheque or negotiable instrument made in that office holder’s favour. Alternatively, payments may be made by electronic funds transfer; all transactions must be secure and duly authorised by two office holders other than by an office holder in whose favour any payment is to be made.

(5)  All funds of the Association must be deposited into the financial account of the Association no later than 5 working days after receipt.

(6)  With the approval of the Committee, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.

65   Financial records

(1)  The Association must keep financial records that—

(a)  correctly record and explain its transactions, financial position and performance; and

(b)  enable financial statements to be prepared as required by the Act.

(2)  The Association must retain the financial records for 7 years after the transactions covered by the records are completed.

(3)  The Treasurer must keep in his or her custody, or under his or her control—

(a)  the financial records for the current financial year; and

(b)  any other financial records as authorised by the Committee.

66   Financial statements

(1)  For each financial year, the Committee must ensure that the requirements under the Act relating to the financial statements of the Association are met.

(2)  Without limiting subrule (1), those requirements include—

(a)  the preparation of the financial statements;

(b)  the review and/or auditing of the financial statements;

(c)  the certification of the financial statements by the Committee;

(d)  the submission of the financial statements to the annual general meeting of the Association;

(e)  the lodgement with the Registrar of the financial statements and accompanying reports, certificates, statements and fee.

 

 

 

PART 7—GENERAL MATTERS

67   Common seal

(1)  The Association may have a common seal.

(2)  If the Association has a common seal—

(a)  the name of the Association must appear in legible characters on the common seal;

(b)  a document may only be sealed with the common seal by the authority of the Committee and the sealing must be witnessed by the signatures of two committee members;

(c)  the common seal must be kept in the custody of the Secretary.

68   Registered address

The registered address of the Association is—

(a)  the address determined from time to time by resolution of the Committee; or

(b)  if the Committee has not determined an address to be the registered address—the postal address of the Secretary.

69   Notice requirements

(1)  Any notice required to be given to a member or a committee member under these Rules may be given—

(a)  by handing the notice to the member personally; or

(b)  by sending it by post to the member at the address recorded for the member on the register of members; or

(c)  by email or facsimile transmission.

(2)  Subrule (1) does not apply to notice given under rule 55.

(3)  Any notice required to be given to the Association or the Committee may be given—

(a)  by handing the notice to a member of the Committee; or

(b)  by sending the notice by post to the registered address; or

(c)  by leaving the notice at the registered address; or

(d)  if the Committee determines that it is appropriate in the circumstances—

(i)  by email to the email address of the Association or the Secretary; or

(ii)  by facsimile transmission to the facsimile number of the Association.

70   Custody and inspection of books and records

(1)  Members may on request inspect free of charge—

(a)  the register of members on written application to the Secretary stating the reason for the request;

(b)  the minutes of general meetings;

(c)  subject to subrule (2), the financial records, books, securities and any other relevant document of the Association, including minutes of Committee meetings.      

                        Note

See note following rule 18 for details of access to the register of members.

(2)  The Committee may refuse to permit a member to inspect records of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association.

(3)  The Committee must on request make copies of these rules available to members and applicants for membership free of charge.

(4)  Subject to subrule (2), a member may make a copy of any of the other records of the Association (with the exception of the members register) referred to in this rule and the Association may charge a reasonable fee for provision of a copy of such a record.

(5)  For purposes of this rule—

relevant documents means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the Association and includes the following—

(a)  its membership records;

(b)  its financial statements;

(c)  its financial records;

(d)  records and documents relating to transactions, dealings, business or property of the Association.

71   Indemnity

Each member of the Committee shall be indemnified out of the funds and property of the Association from and against any costs, damages, loss or expense which he shall incur by reason of accepting office or acting properly in the execution of duties imposed upon or given him in accordance with these Rules or by reason of any act or thing done by him in good faith for the benefit of the Association although in excess of his or the Committee’s legal powers.

72   Winding up and cancellation

(1)  The Association may be wound up voluntarily by special resolution.

(2)  In the event of the winding up or the cancellation of the incorporation of the Association, the surplus assets of the Association must not be distributed to any members or former members of the Association.

(3)  Subject to the Act and any court order made under section 133 of the Act, the surplus assets must be given to a body that has similar purposes to the Association and which is not carried on for the profit or gain of its individual members.

(4)  The body to which the surplus assets are to be given must be decided by special resolution.

73   Alteration of Rules

These Rules may only be altered by special resolution of a general meeting of the Association.

Note

An alteration of these Rules does not take effect unless or until it is approved by the Registrar. If these Rules (other than rule 1, 2 or 3) are altered, the Association is taken to have adopted its own rules, not the model rules.