1. The name of
the incorporated association is Melbourne Bicycle Touring Club Inc. (in these
rules, called “the Association”).
2.1. In these rules, unless the contrary intention
appears: - “Committee” means the Committee and Office Bearers of
the Association. “Financial Year” means the year ending 31 May.
“General Meeting” means a general meeting of all members convened
in accordance with Rule 11. “Member” means a member of the
Association. “The Act” means the Associations Incorporation Act of
1981. “The Regulations” means regulations under the Act.
2.2. In these rules, a reference to the Secretary of
an Association is a reference:-
a) where a person holds office under these rules as
Secretary of the Association – to that person; and
b) in any other case, to the public officer of the
Association.
2.3. Words or expressions contained in these rules
shall be interpreted in accordance with the provisions of the Acts
Interpretation Act 1958 and the Act as in force from time to time.
3.1 Ordinary
Any member of the public who pays the subscription fee
as fixed at the Annual General Meeting
3.2 Life
Any persons who are granted life memberships by a
simple majority of the members present and voting at an Annual General Meeting.
3.3. Application of a person for membership of the
Association:
a) shall be made in writing on the form set out in
Appendix 1; and
b) shall be lodged with the membership secretary of
the Association.
3.4 The membership secretary shall upon payment of the
first year’s annual subscription as fixed at the Annual General Meeting,
enter the applicants name in the register of members kept by him/her and, upon
the name being so entered, the applicant becomes a member of the Association.
3.5. A right, privilege or obligation of a person by
reason of his/her membership of the Association:
a) is not capable of being transmitted to another
person;
b) terminates upon the cessation of his/her membership
whether by death or resignation or otherwise.
4. The annual subscription is determined by the Annual
General Meeting, or at a Special General Meeting called by the Committee, and
is payable in advance on or before 1st day of January of each year.
5. The membership secretary shall keep and maintain a
register of members in which shall be entered the full name, address and date
of entry of the name of each member and the register shall be available for
inspection by members at the address of the membership secretary.
6.1. A member of the Association shall be removed from
the register of members if:
a) He/she tenders his/her resignation in writing to
the Association.
b) He/she allows his/her dues to fall in arrears for a
period of two (2) calendar months.
c) He/she conducts himself/herself in a manner which,
in the opinion of the Committee, is prejudicial to the good order or name of
the Association.
7.1. subject to these rules, the Committee may by
resolution:
a) expel a member from the association;
b) suspend a member from membership of the Association
for a specified period.
7.2. At a meeting of the Committee following the
resolution in sub-clause 7.1, the Committee:
a) shall give to the member an opportunity to be heard;
b) shall give due consideration to any written
statement submitted by the member; and
c) shall determine by resolution whether to confirm or
to revoke the first resolution.
8.1. The association shall in each calendar year convene
an Annual General Meeting of its members.
8.2. The annual general meeting shall be held on such
day as the committee determines.
8.3. The annual general meeting shall be specified as
such in the notice covering it.
8.4. The ordinary business of the annual general
meeting shall be:
a) to confirm the minutes of the preceding annual
general meeting and of any general meeting held since that meeting;
b) to receive from the Committee reports upon the
transaction/activities of the Association during the preceding financial year;
c) to elect officers of the Committee; and
d) to resolve and consider the financial statement
submitted by the Association in accordance with section 30(3) of the Act.
8.5. The annual general meeting may transact special
business of which notice is given in accordance with these rules.
8.6. The annual general meeting shall be in addition
to any other general meetings that may be held in the same year.
9. All general meetings other than the annual general
meeting shall be called special general meetings.
10.1. The Committee may, whenever it thinks fit,
convene a special general meeting of the Association and, where, but for this
sub-clause, more than 15 months would lapse between annual general meetings,
shall convene a special general meeting before the expiration of that period.
10.2. The Committee shall, on the requisition in
writing of members representing not less than 5% of the total number of
members, convene a special general meeting of the Association.
10.3. The requisition of a special general meeting
shall state the objects of the meeting and shall be signed by the members
making the requisition and be sent to the address of the Secretary and may
consist of several documents in a like form. Each signed by one or more of the
members making the requisition.
10.4. If the Committee does not cause a special
general meeting to be held within one month after the date of which the
requisition is sent to the address of the Secretary, the members making the
requisition, or any of them, may convene a special general meeting to be held
not later than 3 months after that date.
10.5. A special general meeting convened by members in
pursuance to these rules shall be convened in the same manner as nearly as
possible as that in which those meetings are convened by the Committee and all
reasonable expenses occurred in convening the meeting shall be refunded by the
Association to the persons incurring the expense.
11.1. The Secretary of the Association shall, at least
14 days before the date fixed for holding a general meeting of the Association,
cause to be sent to each member of the Association at his address appearing in
the register of members, a notice by pre-paid post stating the place, date and
time of the meeting and the nature of the business to be transacted at the
meeting.
11.2. No business, other than that set out in the
notice convening the meeting shall be transacted at the meeting.
11.3. A member desiring to bring any business before a
meeting may give notice of that business in writing to the Secretary, who shall
include that business in the notification calling the next general meeting.
12.1. 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 when the meeting is considering that item.
12.2. Twenty (20) members or one half of the
membership of the Association, whichever be the lesser, personally be present,
(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.
12.3. If within half an hour of 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 next week at the same time
and (unless another place is specified by rhe Chairman at the time of
adjournment or by written notice to members given before the day to which the
meeting is adjourned) at the same place and if at the adjourned meeting the
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 10) shall
be a quorum..
13.1. The President, or in his/her absence, the
Vice-President shall preside as Chairman at each general meeting of the
Association.
13.2. If the President and Vice-President are absent
from a general meeting, the members present shall elect one of their number to
preside as Chairman at the meeting.
14. The Chairman of a general meeting at which a
quorum is present may adjourn the meeting from time to time and place to place,
but no business shall be conducted at an adjourned meeting other than the
business left unfinished at the meeting at which the adjournment took place.
15. A question arising at a general meeting of the
Association shall be determined on a show of hands and unless before or on the
declaration of the show of hands a poll is demanded, a declaration by the
Chairman that a resolution has, by a show of hands, been carried or carried
unanimously or carried by a particular majority or lost, and an entry to that
effect in the Minute Book of the Association is evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of, or
against, that resolution.
16.1. Upon any question arising at a general meeting
of the Association, a member has one vote only.
16.2. All votes shall be given personally or by proxy.
16.3. In the case of an equality of voting on a
question, the Chairman of the meeting is entitled to exercise a second or
casting vote.
17.1. If at a meeting a poll on nay question is
demanded by not less than three members, it shall be taken at that meeting in
such manner as the Chairman may direct and the resolution of the poll shall be
deemed to be a resolution of the meeting on that question.
17.2. A poll that is demanded on the election of a
Chairman or on a question of an adjournment shall be taken forthwith and a poll
that is demanded on any other question shall be taken at such time before the
close of the meeting as the Chairman may direct..
18. A
member is not entitled to vote at any general meeting unless all moneys due and
payable by him/her to the Association has been paid, other than the amount of
the annual subscription payable in respect of the current financial year.
19.1. Each member shall be entitled to appoint another
member as his/her 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.
19.2. The notice appointing the proxy shall be in the
form set out in Appendix 2.
20.1 The affairs of the Association shall be managed
by a committee constituted as provided in Rule 21.
20.2. The Committee of the Association:
a) shall control and manage the business affairs of
the Association;
b) may, subject to these rules, the regulations and
the Act, exercise all such powers and functions as may be exercised by the
Association other than those powers and functions that are required by these
rules to be exercised by general meetings of members of the Association; and
c) subject to these rules, the regulations and the
Act, has power to perform all such acts and things as appear to the Committee
to be essential for the proper management of the business and affairs of the
Association..
21.1. The officers of the Committee shall be:
a) a President;
b) a Vice-President;
c) a Treasurer;
d) a Secretary;
e) a Membership Secretary;
f) a Social Secretary;
g) a Librarian and Equipment Officer;
h) a Touring Officer;
j) a Publicity Officer; and
k) a Programme Editor
21.2. Each officer of the Committee shall hold office
until the annual general meeting next after the date of his/her election but is
eligible for re-election.
21.3. In the event of a casual vacancy in any office
referred to in sub-clause 1, the Committee may appoint a member to the vacant
office and the member so appointed may continue in office up to and including
the conclusion of the annual general meeting next following the date of his/her
appointment.
23.1 Nominations of candidates for election as
officers of the Committee:
a) shall be made on the night of the annual general
meeting; the candidate to be proposed and seconded by two members of the
Association and with the consent of the candidate or
b) may be made in writing, signed by two members of
the Association and accompanied by the written consent of the candidate (which
may be endorsed on the form of nomination); and shall be delivered to the
Secretary of the Association not less than 7 days before the date fixed for the
holding of the annual general meeting.
23.2. If the number of nominations received is equal
to the number of vacancies to be filled, the persons nominated shall be deemed
to be elected.
23.3. If the number of nominations exceeds the number
of vacancies to be filled, a ballot shall be held.
23.4. The ballot for the election of officers of the Committee shall be
conducted at the annual general meeting in such usual and proper manner as the
Committee may direct.
23.5. A nomination of a candidate for election under
this clause is not valid if that candidate has been elected for another office
at the same election.
24, For the purpose of these rules, the office of an
officer of the Committee becomes vacant if the officer:
a) ceases to be a member of the Association.
b) fails to attend three (3) or more consecutive
meetings of the Committee without prior notice to the Secretary; or
c) resigns his/her office by notice in writing given
to the Secretary.
25.1. The Committee shall meet at least six (6) times
each year at such place and such times as the Committee may determine.
25.2. Special meetings of the Committee may be
convened by the President or by any five (5) members of the Committee.
25.3. Notice shall be given to members of the
Committee of any special meeting specifying the general nature of the business
to be transacted and no other business shall be transacted
25.4. Any five (5) members of the committee constitute
a quorum for the transaction of the business of a meeting of the Committee.
25.5. No business shall be transacted unless a quorum
is present and if within half an hour of the time appointed for the meeting=
a
quorum is not present the meeting shall stand adjourned to the place and time
designated by the person presiding as per sub-clause 6. below.
25.6. At meetings of the Committee:
a) the President or in his/her absence shall preside;
or
b) if the President and Vice-President are absent,
such one of the remaining members of the Committee as may be chosen by the
members present shall preside.
25.7. Questions arising at a meeting of the Committee
or any sub-Committee appointed by the Committee shall be determined on a show
of hands or, if demanded by a member, by a poll taken in such manner as the
person presiding at the meeting shall determine.
25.8. Each member present at a meeting of the
Committee or of any sub-committee appointed by the Committee (including the
person presiding at the meeting) is entitled to one vote and, in the event of
an equality of votes on any question, the person presiding may exercise a second
or casting vote.
25.9. Written notice of each committee meeting shall
be served on each member of the Committee by delivering it to him/her at a
reasonable time before the meeting or by sending it by pre-paid post addresses
to him/her at his/her usual or last known place of abode at least two business
days before the date of the meeting.
25.10. Subject to sub-clause 4, the Committee may act
notwithstanding any vacancy on the Committee.
26. The Secretary of the Association shall keep
minutes of the resolutions and proceedings of each general meeting and each
Committee in books provided for that purpose together with a record of names of
persons present at Committee meetings.
27.1. The Treasurer of the Association:
a) shall collect and receive all moneys due to the
Association and make all payments authorised by the Association; and
b) shall keep correct accounts and books showing the
financial affairs of the Association with full details of all receipts and
expenditure connected with the activities of the Association.
27.2. The accounts and books referred to in sub-clause
1. shall be available for inspection by members.
28. In this regard a Committee member would be deemed
an ordinary member for appropriate action by the Committee.
29. All cheques, drafts, bills of exchange, promissory
notes and other negotiable instruments shall be signed by two (2) members of
the Committee.
30.1. The Common Seal of the Association shall be kept
in the custody of the Secretary.
30.2. 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 signature of two (2) members of the
Committee.
31. These rules and the statement of purpose of the
Association shall not be altered except in accordance with the Act.
32.1. A notice may be served by or on behalf of the
Association upon any member personally or by sending it by post to the member
at his/her address shown in the Register of Members.
32.2. Where a document is properly addresses pre-paid
and posted to a person as a letter, the document shall, unless the contrary is
proved, be deemed to have been given to the person at the time at which the
letter would have been delivered in the ordinary course of post.
33. In the event of the winding up or the cancellation
of the incorporation of the Association, the assets of the Association shall be
disposed of in accordance with the provisions of the Act.
34. Except otherwise provided in these Rules or
designated by the Committee, the Secretary shall keep in his/her custody or
under his/her control all books, documents and securities of the Association.
35. The funds of the Association shall be derived from
annual subscriptions, donations and such other sources as the Committee
determines.
Disputes and mediation
(1) The grievance procedure set out in this rule
applies to disputes under these Rules between-
(a) a member and
another member; or
(b) a member and
the Association.
(2) The parties to the dispute must meet and discuss
the matter in dispute, and, if possible, resolve the dispute within 14 days
after the dispute comes to the attention of all of the parties.
(3) If the parties are unable to resolve the dispute
at the meeting, or if a party fails to attend that meeting, then the parties
must, within 10 days, hold a meeting in the presence of a mediator.
(4) The mediator must be-
(a) a person
chosen by agreement between the parties; or
(b) in the
absence of agreement-
(i) in the case
of a dispute between a member and another member, a person appointed by the
committee of the Association; or
(ii) in the case
of a dispute between a member and the Association, a person who is a mediator
appointed or employed by the Dispute Settlement Centre of Victoria (Department
of Justice).
(5) A member of the Association can be a
mediator.
(6) The mediator cannot be a member who is a party to
the dispute.
(7) The parties to the dispute must, in good faith,
attempt to settle the dispute by mediation.
(8) The mediator, in conducting the mediation,
must--
(a) give the
parties to the mediation process every opportunity to be heard; and
(b) allow due
consideration by all parties of any written statement submitted by any party;
and
(c) ensure that
natural justice is accorded to the parties to the dispute throughout the
mediation
process.
(9) The
mediator must not determine the dispute.
(10) If the mediation process does not result in the
dispute being resolved, the parties may seek to resolve the dispute in
accordance with the Act or otherwise at law.