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RULES OF THE AUSTRALIAN CLAY MINERALS SOCIETY INCORPORATED
TABLE OF PROVISIONS
Clause
PART I-PRELIMINARY
1. Interpretation, aims, conferences
PART II-MEMBERSHIP
2. Membership qualifications
3. Nomination for membership
4. Membership entitlements not transferable
5. Cessation of membership
6. Resignation of membership
7. Fee, subscriptions etc.
8. Members liabilities
9. Disciplining of members
10. Right of appeal of disciplined member
PART III-THE COMMITTEE
11. Powers of the committee
12. Constitution and membership
13. Election of committee members
14. Secretary
15. Treasurer
16. Vacancies
17. Removal of committee members
18. Committee meetings and quorum
19. Delegation by committee to sub-committee
20. Voting and decisions
PART IV-GENERAL MEETINGS
21. Annual general meetings-holding of
22. Annual general meetings-calling of and business at
23. General meetings-calling of
24. Notice
25. General meetings-procedure and quorum
26. Presiding member
27. Adjournment
28. Making of decisions
29. Voting
30. Appointment of proxies
PART V-MISCELLANEOUS
31. Funds-source
32. Funds-management
33. Alteration of objects and rules
34. Common seal
35. Custody of books
36. Inspection of books
37. Service of notices
38. Surplus property
APPENDIX 1
APPLICATION FOR MEMBERSHIP OF ASSOCIATION
APPENDIX 2
FORM OF APPOINTMENT OF PROXY
PART I-PRELIMINARY
1. Interpretation
1) In these rules, unless a contrary intention appears-"financial year" means the year ending on 30 June;"member" means a member, however described, of the Society;
"ordinary committee member" means a member of the committee who is not an office-bearer of the Society as referred to in paragraph 12 (1) (a);
"secretary" means the person holding office under these rules as secretary of the Society or, where no such person holds that office, the public officer of the Society;
"the Act" means the Associations Incorporation Act 1991;
"the Regulations" means the Associations Incorporation Regulations;
"Society" means the Australian Clay Minerals Society Incorporated.
2) In these rules-
a) a reference to a function includes a reference to a power, authority and duty; and
b) a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority or the performance of the duty.3) The provisions of the Interpretation Act 1967 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.
4). Aims
The aim of the Society shall be to further the study of clay minerals and allied substances by:-
a) facilitating the exchange of information among members of the Society, and, in general, all those interested in clay minerals;
b) providing facilities for reading and discussion of papers on the methods and results of research on clay minerals and allied topics;
c) stimulating interest in clay mineralogy;
d) encouraging the practical applications of clay mineral research;
e) such other means as the Committee may from time to time think opportune.5) Conferences
A Conference of the Society shall be held at least every 2 years or thereabouts. At each Conference, lasting 2 days or more, there will be a General Meeting of the Society.
PART II-MEMBERSHIP
2.Membership qualifications
A person is qualified to be a member
a) if he or she has an interest in the aims of the Society, AND has registered for and attended a Conference of the Society in any of the preceding four years, OR
b) if he or she has an interest in the aims of the Society, AND has paid an annual membership fee of $1, OR
c) if he or she has been elected an Honorary Member. The Society may elect any Member who has rendered signal service either to the Society or to the study of Clay Minerals to Honorary Membership. Elections to this grade can be made only at a properly constituted General Meeting of the Society on the recommendation of the Committee. Honorary Members will enjoy all the rights of ordinary Members.
3. The secretary shall maintain a register of members.
4. Membership entitlements not transferable
A right, privilege or obligation which a person has by reason of being a member of the Society-
a) is not capable of being transferred or transmitted to another person; and
b) terminates upon cessation of the person's membership.
5. Cessation of membership
A person ceases to be a member of the Society if the person-
a) dies or, in the case of a body corporate, is wound up;
b) resigns from membership of the Society;
c) is expelled from the Society; or
d) fails to renew membership of the Society.
6. Resignation of membership
1) A member is not entitled to resign from membership of the Society except in accordance with this rule.2) A member who has paid all amounts payable by the member to the Society may resign from membership of the Society by first giving notice (being not less than 1 month or, if the committee has determined a shorter period, that shorter period) in writing to the secretary of the member's intention to resign and, upon the expiration of the period of notice, the member ceases to be a member.
3) Where a person ceases to be a member, the secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
7. Fee, subscriptions etc.
1) There is no entrance fee to the Society.2) The annual membership fee of the Society is $1, or if any other amount has been determined by resolution of the committee that other amount.
3) The annual membership fee is payable-
a) except as provided by paragraph 2(a) or 2(c) or 7(3b), before 1 July in each calendar year; or
b) where a person becomes a member on or after 1 July in any calendar year, before 1 July in each succeeding calendar year.
8. Members liabilities
The liability of a member to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount, if any, unpaid by the member in respect of membership of the Society as required by rule 7.
9. Disciplining of members
1) Where the committee is of the opinion that a member-a) has persistently refused or neglected to comply with a provision of these rules; or
b) has persistently and wilfully acted in a manner prejudicial to the interests of the Society, the committee may, by resolution-
c) expel the member from the Society; or
d) suspend the member from such rights and privileges of membership of the Society as the committee may determine for a specified period.2) A resolution of the committee under subrule (1) is of no effect unless the committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under subrule (3), confirms the resolution in accordance with this rule.
3) Where the committee passes a resolution under subrule (1), the secretary shall, as soon as practicable, cause a notice in writing to be served on the member-
a) setting out the resolution of the committee and the grounds on which it is based;
b) stating that the member may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;
c) stating the date, place and time of that meeting; and
d) informing the member that the member may do either or both of the following:i) attend and speak at that meeting;
ii) submit to the committee at or prior to the date of that meeting written representations relating to the resolution.4) Subject to section 50 of the Act, at a meeting of the committee mentioned in subrule (2), the committee shall-
a) give to the member mentioned in subrule (1) an opportunity to make oral representations;
b) give due consideration to any written representations submitted to the committee by that member at or prior to the meeting; and
c) by resolution determine whether to confirm or to revoke the resolution of the committee made under subrule (1).5) Where the committee confirms a resolution under subrule (4), the secretary shall, within 7 days after that confirmation, by notice in writing inform the member of that confirmation and of the member's right of appeal under rule 10.
6) A resolution confirmed by the committee under subrule (4) does not take effect-
a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
b) where within that period the member exercises the right of appeal, unless and until the Society confirms the resolution in accordance with subrule 10 (4).
10. Right of appeal of disciplined member
1) A member may appeal to the Society in general meeting against a resolution of the committee which is confirmed under subrule 9(4), within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.2) Upon receipt of a notice under subrule (1), the secretary shall notify the committee which shall convene a general meeting of the Society to be held within 21 days after the date on which the secretary received the notice or as soon as possible after that date.
3) Subject to section 50 of the Act, at a general meeting of the Society convened under subrule (2)-
a) no business other than the question of the appeal shall be transacted;
b) the committee and the member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and
c) the members present shall vote by secret ballot on the question of whether the resolution made under subrule 9 (4) should be confirmed or revoked.4) If the meeting passes a special resolution in favour of the confirmation of the resolution made under subrule 9 (4), that resolution is confirmed.
PART III-THE COMMITTEE
11. Powers of the committee
The committee, subject to the Act, the Regulations, these rules, and to any resolution passed by the Society in general meeting-
a) shall control and manage the affairs of the Society;
b) may exercise all such functions as may be exercised by theSociety other than those functions that are required by these rules to be exercised by the Society in general meeting; and
c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the Society.
12. Constitution and membership
1) The committee shall consist of-a) the office-bearers of the Society; and
b) 3 ordinary committee members; each of whom shall be elected pursuant to rule 13 or appointed in accordance with subrule (4).2) The office-bearers of the Society shall be-
a) the president;
b) the vice-president, who shall be the immediate past president;
c) the treasurer; and
d) the secretary.3) Each member of the committee shall, subject to these rules, hold office until the conclusion of the annual general meeting following the date of the member's election, but is eligible for re-election.
4) In the event of a vacancy in the membership of the committee, the committee may appoint a member of the Society to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
13. Election of committee members
1) Nominations of candidates for election as office-bearers of the Society or as ordinary committee members-a) May be made in writing, signed by 2 members of the Society and accompanied by the written consent of the candidate (which may be endorsed on the nomination form); and delivered to the secretary of the Society before the annual general meeting at which the election is to take place.2) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
3) If insufficient further nominations are received, any vacant positions remaining on the committee shall be deemed to be vacancies.
4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be taken to be elected.
5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.
6) The ballot for the election of office-bearers and ordinary committee members shall be conducted at the annual general meeting in such manner as the committee may direct.
7) A person is not eligible to simultaneously hold more than 1 position on the committee.
14. Secretary
1) The secretary of the Society shall, as soon as practicable after being appointed as secretary, notify the Society of his or her address.2) The secretary shall keep minutes of-
a) all elections and appointments of office-bearers and ordinary committee members;
b) the names of members of the committee present at a committee meeting or a general meeting; and
c) all proceedings at committee meetings and general meetings.3) Minutes of proceedings at a meeting shall be signed by the person presiding at the meeting or by the person presiding at the next succeeding meeting.
15. Treasurer
1) The treasurer of the Society shall-a) collect and receive all moneys due to the Society and make all payments authorised by the Society; and
b) keep correct accounts and books showing the financial affairs of the Society with full details of all receipts and expenditure connected with the activities of the Society.
16. Vacancies
1) For the purposes of these rules, a vacancy in the office of a member of the committee occurs if the member-a) dies;
b) ceases to be a member of the Society;
c) resigns the office;
e) becomes an insolvent under administration within the meaning of the Corporations Law;
f) suffers from mental or physical incapacity;
g) is disqualified from office under subsection 63 (1) of the Act; or
h) is absent without the consent of the committee from all meetings of the committee held during a period of 12 months.
17. Removal of committee members
The Society in general meeting may by resolution, subject to section 50 of the Act, remove any member of the committee from the office of member of the committee before the expiration of the member's term of office.
18. Committee meetings and quorum
1) The committee shall meet at least 3 times in each calendar year at such place and time as the committee may determine.2) Additional meetings of the committee may be convened by any member of the committee.
3) Oral or written notice of a meeting of the committee shall be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.
4) Notice of a meeting given under subrule (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
5) Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
6) No business shall be transacted by the committee unless a quorum is present and if within half an hour after the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day in the following week.
7) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall be dissolved.
8) At meetings of the committee-
a) the president or in the absence of the president, the vice-president shall preside; or
b) if the president and the vice-president are absent, 1 of the remaining members of the committee may be chosen by the members present to preside.
19. Delegation by committee to sub-committee
1) The committee may, by instrument in writing, delegate to 1 or more sub-committees (consisting of such member or members of the Society as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than-a) this power of delegation; and
b) a function which is a function imposed on the committee by the Act, by any other law of the Territory, or by resolution of the Society in general meeting.2) A function, the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
3) A delegation under this rule may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
4) Notwithstanding any delegation under this rule, the committee may continue to exercise any function delegated.
5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.
6) The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
7) A sub-committee may meet and adjourn as it thinks proper.
20. Voting and decisions
1) Questions arising at a meeting of the committee or of any sub-committee appointed by the committee shall be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.2) Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to 1 vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
3) Subject to subrule 18 (5), the committee may act notwithstanding any vacancy on the committee.
4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
PART IV-GENERAL MEETINGS
21. Annual general meetings-holding of
1) With the exception of the first annual general meeting of the Society, the Society shall, at least once in each calendar year and within the period of 5 months after the expiration of each financial year of the Society, convene an annual general meeting of its members.2) The Society shall hold its first annual general meeting-
a) within the period of 18 months after its incorporation under the Act; and
b) within the period of 5 months after the expiration of the first financial year of the Society.3) Subrules (1) and (2) have effect subject to the powers of the Registrar-General under section 120 of the Act in relation to extensions of time.
22. Annual general meetings-calling of and business at
1) The annual general meeting of the Society shall, subject to the Act, be convened on such date and at such place and time as the committee thinks fit.2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be-
a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
b) to receive from the committee reports on the activities of the Society during the last preceding financial year;
c) to elect members of the committee, including office-bearers; and
d) to receive and consider the statement of accounts and the reports that are required to be submitted to members pursuant to subsection 73 (1) of the Act.3) An annual general meeting shall be specified as such in the notice convening it in accordance with rule 24.
4) An annual general meeting shall be conducted in accordance with the provisions of this Part.
23. General meetings-calling of
1) The committee may, whenever it thinks fit, convene a general meeting of the Society.2) The committee shall, on the requisition in writing of not less than 5 members, convene a general meeting of the Society.
3) A requisition of members for a general meeting-
a) shall state the purpose or purposes of the meeting;
b) shall be signed by the members making the requisition;
c) shall be lodged with the secretary; and
d) may consist of several documents in a similar form, each signed by 1 or more of the members making the requisition.4) If the committee fails to convene a general meeting within 1 month after the date on which a requisition of members for the meeting is lodged with the secretary, any 1 or more of the members who made the requisition may convene a general meeting to be held not later than 3 months after that date.
5) A general meeting convened by a member or members referred to in subrule (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who thereby incurs expense is entitled to be reimbursed by the Society for any reasonable expense so incurred.
24. Notice
1) Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Society, the secretary shall, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post or electronic transfer to each member at the member's address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.2) Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Society, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in subrule (1) specifying, in addition to the matter required under that subrule, the intention to propose the resolution as a special resolution.
3) No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to subrule 22 (2).
4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.
25. General meetings-procedure and quorum
1) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.2) 5 members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall constitute a quorum.
26. Presiding member
1) The president, or in the absence of the president, the vice-president, shall preside at each general meeting of the Society.2) If the president and the vice-president are absent from a general meeting, the members present shall elect 1 of their number to preside at the meeting.
27. Adjournment
1) The person presiding at a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.2) Where a general meeting is adjourned for 14 days or more, the secretary shall give written or oral notice of the adjourned meeting to each member of the Society stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
3) Except as provided in subrules (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
28. Making of decisions
1) A question arising at a general meeting of the Society shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Society, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.2) At a general meeting of the Society, a poll may be demanded by the person presiding or by not less than 3 members present in person or by proxy at the meeting.
3) Where the poll is demanded at a general meeting, the poll shall be taken-
a) immediately in the case of a poll which relates to the election of the person to preside at the meeting or to the question of an adjournment; or
b) in any other case, in such manner and at such time before the close of the meeting as the person presiding directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.
29. Voting
1) Subject to subrule (3), upon any question arising at a general meeting of the Society a member has 1 vote only.2) All votes shall be given personally or by proxy but no member may hold more than 5 proxies.
3) In the case of an equality of votes on a question at a general meeting, the person presiding is entitled to exercise a second or casting vote.
4) A member or proxy is not entitled to vote at any general meeting of the Society unless all money due and payable by the member or proxy to the Society has been paid, other than the amount of the annual subscription payable in respect of the then current year.
30. Appointment of proxies
1) Each member shall be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.2) The notice appointing the proxy shall be in the form set out in Appendix 2 to these rules.
PART V-MISCELLANEOUS
31. Funds-source
1) The funds of the Society shall be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Society in general meeting and subject to section 114 of the Act, such other sources as the committee determines.2) All money received by the Society shall be deposited as soon as practicable and without deduction to the credit of the Society's bank account.
3) The Society shall, as soon as practicable after receiving any money, issue an appropriate receipt.
32. Funds-management
1) Subject to any resolution passed by the Society in general meeting, the funds of the Society shall be used in pursuance of the objects of the Society in such manner as the committee determines.2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any 2 members of the committee or employees of the Society, being members of the committee or employees authorised to do so by the committee.
33. Alteration of objects and rules
Neither the objects of the Society referred to in section 29 of the Act nor these rules shall be altered except in accordance with the Act.
34. Common seal
1) The common seal of the Society shall be kept in the custody of the secretary.2) The common seal shall not be affixed to any instrument except by the authority of the committee and the affixing of the common seal shall be attested by the signatures either of 2 members of the committee or of 1 member of the committee and of the secretary.
35. Custody of books
Subject to the Act, the Regulations and these rules, the secretary shall keep in his or her custody or under his or her control all records, books, and other documents relating to the Society.
36. Inspection of books
The records, books and other documents of the Society shall be open to inspection at a place in the Territory, free of charge, by a member of the Society at any reasonable hour.
37. Service of notice
1) For the purpose of these rules, a notice may be served by or on behalf of the Society upon any member either personally or by sending it by post to the member at the member's address shown in the register of members.2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
38. Surplus property
1) At the first general meeting of the Society, the Society shall pass a special resolution nominating-a) another Society for the purpose of paragraph 92 (1) (a) of the Act; or
b) a fund, authority or institution for the purpose of paragraph 92 (1) (b) of the Act, in which it is to vest its surplus property in the event of the dissolution or winding up of the Society.2) An association nominated under paragraph (1) (a) must fulfil the requirements specified in subsection 92 (2) of the Act.
APPENDIX 1 Subrule 3 (1)
APPLICATION FOR MEMBERSHIP OF The Australian Clay Minerals Society Incorporated (incorporated under the Associations Incorporation Act 1991)
I,
.....................................................................................................................
(full
name of applicant)
of
....................................................................................................................
(address)
.........................................................................................
(occupation)
hereby apply to become a member of the abovenamed incorporated association. In the event of my admission as a member, I agree to be bound by the rules of the
association for the time being in force.
.........................................................................................
(Signature
of applicant)
Date ................................
I,
........................................................................
(full
name)
a member of the The Australian Clay Minerals Society Incorporated nominate the applicant, who is personally known to me, for the membership of the association.
............................................................................
(Signature
of proposer)
Date ................................
I,
........................................................................
(full
name)
a member of The Australian Clay Minerals Society Incorporated, second the nomination of the applicant, who is personally known to me, for membership of the association.
......................................................................
(Signature
of seconder)
Date ................................
APPENDIX 2 Subrule 30 (2)
FORM OF APPOINTMENT OF PROXY
I,
........................................................................
(full
name)
of
........................................................................
(address)
being a member of The Australian Clay Minerals Society Incorporated
hereby appoint
........................................................................
(full
name of proxy)
of
....................................................................................................................
(address)
being a member of that incorporated association, as my proxy to vote for me on my behalf at the general meeting of the association (annual general meeting or other general meeting, as the case may be) to be held on the
........................................................................day of .............................................. 19 ..........
and at any adjournment of that meeting.
*My proxy is authorised to vote in favour of/against (delete as appropriate) the resolution (insert details).
.......................................
(Signature of member
(*To be inserted if desired.) appointing proxy)
Date ................................
NOTE: A proxy vote may not be given to a person who is not a member of the association.