1.Name
The
name of the incorporated association is the Australian Early Medieval Association
(hereinafter "the Association").
2.Statement
of purpose
The
purpose of the Association is to encourage and support the study of the
early medieval period.This may include
the production of a scholarly journal and the provision of scholarly conferences.The
assets and income of the Association shall be applied solely in furtherance
of this purpose and no portion shall be distributed directly or indirectly
to the members of the Association except as bona fide compensation for
services rendered or expenses incurred on behalf of the Association.
3.Definitions
(1)
In these Rules, unless the contrary intention appears -
"Act"
means the Associations Incorporation Act 1981;
"committee"
means the committee of management of the Association;
"financial
year" means the year ending 30 June;
"general
meeting" means a general meeting of members convened in accordance
with rule 13;
"member"
means a member of the Association;
"Regulations"
means regulations under the Act;
"relevant
documents" has the same meaning as in the Act.
(2)
In these Rules, a reference to the Membership Secretary of an Association
is a reference -
(a)
if a person holds office under these Rules as Membership Secretary of the
Association, to that person; and
(b)
in any other case, to the public officer of the Association.
4.Alteration
of the Rules
These
Rules must not be altered except in accordance with the Act.
5.Membership,
entry fees and subscription
(1)
A person who applies and is approved for membership as provided in these
Rules is eligible to be a member of the Association on payment of the entrance
fee and annual subscription payable under these Rules.
(2)
A person who is not a member of the Association at the time of the incorporation
of the Association (or who was a member at that time but has ceased to
be a member) must not be admitted to membership unless -
(a)
he or she applies for membership in accordance with sub-rule (3); and
(b)
the admission as a member is approved by the committee.
(3)
An application of a person for membership of the Association must -
(a)
be made in writing in the form set out in Appendix 1; and
(b)
be lodged with the Membership Secretary of the Association.
(4)
As soon as practicable after the receipt of an application, the Membership
Secretary must refer the application to the committee.
(5)
The committee must determine whether to approve or reject the application.
(6)
If the committee approves an application for membership, the Membership
Secretary must, as soon as practicable -
(a)
notify the applicant in writing of the approval for membership; and
(b)
request payment within 28 days after receipt of the notification of the
sum payable under these Rules as the entrance fee and the first year's
annual subscription.
(7)
The Membership Secretary must, within 28 days after receipt of the amounts
referred to in sub-rule (6), enter the applicant's name in the register
of members.
(8)
An applicant for membership becomes a member and is entitled to exercise
the rights of membership when his or her name is entered in the register
of members.
(9)
If the committee rejects an application, the committee must, as soon as
practicable, notify the applicant in writing that the application has been
rejected.
(10)
A right, privilege, or obligation of a person by reason of membership of
the Association -
(a)
is not capable of being transferred or transmitted to another person; and
(b)
terminates upon the cessation of membership whether by death or resignation
or otherwise.
(11)
The entrance fee is the relevant amount set out in Appendix 4.
(12)
The annual subscription is the relevant amount set out in Appendix 4 and
is payable in advance on or before 1 July in each financial year.
(13)
A new member must pay the annual subscription for the financial year in
which they join unless such subscription is waived by resolution of the
committee.
6.Register
of members
(1)
The Membership Secretary must keep and maintain a register of members containing
-
(a)
the name and address of each member; and
(b)
the date on which each member's name was entered in the register.
(2)
The register is available for inspection free of charge by any member upon
request.
(3)
A member may make a copy of entries in the register.
7.Ceasing
membership
(1)
A member of the Association who has paid all moneys due and payable by
a member to the Association may resign from the Association by giving one
month's notice in writing to the Membership Secretary of his or her intention
to resign.
(2)
After the expiry of the period referred to in sub-rule (1) -
(a)
the member ceases to be a member; and
(b)
the Membership Secretary must record in the register of members the date
on which the member ceased to be a member.
8.
Discipline,
suspension and expulsion of members
(1)
Subject to these Rules, if the committee is of the opinion that a member
has refused or neglected to comply with these Rules, or has been guilty
of conduct unbecoming a member or prejudicial to the interests of the Association,
the committee may by resolution -
(a)
suspend that member from membership of the Association for a specified
period; or
(b)
expel that member from the Association.
(2)
A resolution of the committee under sub-rule (1) does not take effect unless
-
(a)
at a meeting held in accordance with sub-rule (3), the committee confirms
the resolution; and
(b)
if the member exercises a right of appeal to the Association under this
rule, the Association confirms the resolution in accordance with this rule.
(3)
A meeting of the committee to confirm or revoke a resolution passed under
sub-rule (1) must be held not earlier than 14 days, and not later than
28 days, after notice has been given to the member in accordance with sub-rule
(4).
(4)
For the purposes of giving notice in accordance with sub-rule (3), the
Membership Secretary must, as soon as practicable, cause to be given to
the member a written notice -
(a)
setting out the resolution of the committee and the grounds on which it
is based; and
(b)
stating that the member, or his or her representative, may address the
committee at a meeting to be held not earlier than 14 days and not later
than 28 days after the notice has been given to that member; and
(c)
stating the date, place and time of that meeting; and
(d)
informing the member that he or she may do one or both of the following
-
(i)
attend that meeting;
(ii)
give to the committee before the date of that meeting a written statement
seeking the revocation of the resolution;
(e)
informing the member that, if at that meeting the committee confirms the
resolution, he or she may, not later than 48 hours after that meeting,
give the Membership Secretary a notice to the effect that he or she wishes
to appeal to the Association in general meeting against the resolution.
(5)
At a meeting of the committee to confirm or revoke a resolution passed
under sub-rule (1), the committee must -
(a)
give the member, or his or her representative, an opportunity to be heard;
and
(b)
give due consideration to any written statement submitted by the member;
and
(c)
determine by resolution whether to confirm or to revoke the resolution.
(6)
If, at the meeting of the committee, the committee confirms the resolution,
the member may, not later than 48 hours after that meeting, give the Membership
Secretary a notice to the effect that he or she wishes to appeal to the
Association in general meeting against the resolution.
(7)
If the Membership Secretary receives a notice under sub-rule (6), he or
she must notify the committee and the committee must convene a general
meeting of the Association to be held within 21 days after the date on
which the Membership Secretary received the notice.
(8)
At a general meeting of the Association convened under sub-rule (7) -
(a)
no business other than the question of the appeal may be conducted; and
(b)
the committee may place before the meeting details of the grounds for the
resolution and the reasons for the passing of the resolution; and
(c)
the member, or his or her representative, must be given an opportunity
to be heard; and
(d)
the members present must vote by secret ballot on the question whether
the resolution should be confirmed or revoked.
(9)
A resolution is confirmed if, at the general meeting, not less than two-thirds
of the members voting, in person or by proxy, vote in favour of the resolution.
In any other case, the resolution is revoked.
9.
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.
10.
Annual
general meetings
(1)
The committee may determine the date, time and place of the annual general
meeting of the Association.
(2)
The notice convening the annual general meeting must specify that the meeting
is an annual general meeting.
(3)
The ordinary business of the annual general meeting shall be -
(a)
to confirm the minutes of the previous annual general meeting and of any
general meeting held since that meeting; and
(b)
to receive from the committee reports upon the transactions of the Association
during the last preceding financial year; and
(c)
to elect officers of the Association and the ordinary members of the committee;
and
(d)
to receive and consider the statement submitted by the Association in accordance
with section 30(3) of the Act.
(4)
The annual general meeting may conduct any special business of which notice
has been given in accordance with these Rules.
11.
Special
general meetings
(1)
In addition to the annual general meeting, any other general meetings may
be held in the same year.
(2)
All general meetings other than the annual general meeting are special
general meetings.
(3)
The committee may, whenever it thinks fit, convene a special general meeting
of the Association.
(4)
If, but for this sub-rule, more than 15 months would elapse between annual
general meetings, the committee must convene a special general meeting
before the expiration of that period.
(5)
The committee must, on the request in writing of members representing not
less than five percent of the total number of members, convene a special
general meeting of the Association.
(6)
The request for a special general meeting must -
(a)
state the objects of the meeting; and
(b)
be signed by the members requesting the meeting; and
(c)
be sent to the address of the Membership Secretary.
(7)
If the committee does not cause a special general meeting to be held within
one month after the date on which the request is sent to the address of
the Membership Secretary, the members making the request, or any of them,
may convene a special general meeting to be held not later than 3 months
after that date.
(8)
If a special general meeting is convened by members in accordance with
this rule, it must be convened in the same manner so far as possible as
a meeting convened by the committee and all reasonable expenses incurred
in convening the special general meeting must be refunded by the Association
to the persons incurring the expenses.
12.
Special
business
All
business that is conducted at a special general meeting and all business
that is conducted at the annual general meeting, except for business conducted
under the rules as ordinary business of the annual general meeting, is
deemed to be special business.
13.
Notice
of general meetings
(1)
The Membership Secretary of the Association, at least 14 days, or if a
special resolution has been proposed at least 21 days, before the date
fixed for holding a general meeting of the Association, must cause to be
sent to each member of the Association, a notice stating the place, date
and time of the meeting and the nature of the business to be conducted
at the meeting.
(2)
Notice may be sent -
(a)
by prepaid post to the address appearing in the register of members; or
(b)
by electronic transmission to the email address supplied by the member;
or
(c)
by facsimile transmission by prior arrangement between the member and the
Membership Secretary.
(3)
No business other than that set out in the notice convening the meeting
may be conducted at the meeting.
(4)
A member intending to bring any business before a meeting may notify the
Membership Secretary, in writing or by electronic transmission, of that
business. The Membership Secretary must include that business in the notice
calling the next general meeting.
14.
Quorum
at general meetings
(1)
No item of business may be conducted at a general meeting unless a quorum
of members entitled under these Rules to vote is present at the time when
the meeting is considering that item.
(2)
A quorum for the conduct of the business of a general meeting shall be
whichever is the lesser of -
(a)
five members personally present (being members entitled under these Rules
to vote at a general meeting); or
(b)
the next whole number greater than one half of the members entitled under
these Rules to vote at 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-
(i)
in the case of a meeting convened upon the request of members - the meeting
must be dissolved; and
(ii)
in any other case - the meeting shall stand adjourned to a date, time and
place specified by the Chairperson at the time of the adjournment or by
written notice to members given before the day to which the meeting is
adjourned.
(4)
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
personally present (being not less than three) shall be a quorum.
15.
Presiding
at general meetings
(1)
The President, or, if the President is absent or unable to preside, the
Vice-President, shall preside as Chairperson at each general meeting of
the Association.
(2)
If the President and the Vice-President are absent from a general meeting,
or are unable to preside, the members present must select one of their
number to preside as Chairperson.
16.
Adjournment
of meetings
(1)
The Chairperson may, with the consent of a majority of members present
at the meeting, adjourn the meeting from time to time and place to place.
(2)
No business may be conducted at an adjourned meeting other than the unfinished
business from the meeting that was adjourned.
(3)
If a meeting is adjourned for 14 days or more, notice of the adjourned
meeting must be given in accordance with rule 13.
(4)
Except as provided in sub-rule (3), it is not necessary to give notice
of an adjournment or of the business to be conducted at an adjourned meeting.
17.
Voting
at general meetings
(1)
Upon any question arising at a general meeting of the Association, a member
has one vote only.
(2)
All votes must be given personally or by proxy.
(3)
In the case of an equality of voting on a question, the Chairperson of
the meeting is entitled to exercise a second or casting vote.
(4)
A member is not entitled to vote at a general meeting unless all moneys
due and payable by the member to the Association have been paid, other
than the amount of the annual subscription payable in respect of the current
financial year.
18.
Poll
at general meetings
(1)
If at a meeting a poll on any question is demanded by not less than three
members, it must be taken at that meeting in such manner as the Chairperson
may direct and the resolution of the poll shall be deemed to be a resolution
of the meeting on that question.
(2)
A poll that is demanded on the election of a Chairperson or on the question
of an adjournment must be taken immediately and a poll that is demanded
on any other question must be taken at such time before the close of the
meeting as the Chairperson may direct.
19.
Manner
of determining whether resolution carried
If
a question arising at a general meeting of the Association is determined
on a show of hands -
(a)
a declaration by the Chairperson that a resolution has been -
(i)
carried; or
(ii)
carried unanimously; or
(iii)
carried by a particular majority; or
(iv)
lost; and
(b)
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.
20.
Proxies
(1)
Each member is entitled to appoint another member as a proxy by notice
given to the Membership 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 must be -
(a)
for a meeting of the Association convened under rule 8(7), in the form
set out in Appendix 2; or
(b)
in any other case, in the form set out in Appendix 3.
21.
Committee
of management
(1)
The affairs of the Association shall be managed by the committee of management.
(2)
The committee -
(a)
shall control and manage the business and affairs of the Association; and
(b)
may, subject to these Rules, the Act and the Regulations, 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 the members of the Association; and
(c)
subject to these Rules, the Act and the Regulations, 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.
(3)
Subject to section 23 of the Act, the committee shall consist of -
(a)
the officers of the Association; and
(b)
seven other members -
each
of whom shall be elected at the annual general meeting of the Association
in each year.
22.
Officers
(1)
The officers of the Association shall be -
(a)
a President;
(b)
a Vice-President;
(c)
a Treasurer; and
(d)
a Membership Secretary, who shall generally also be the Public Officer
of the Association.
(2)
The provisions of rule 24, so far as they are applicable and with the necessary
modifications, apply to and in relation to the election of persons to any
of the offices referred to in sub-rule (1).
(3)
Each officer of the Association shall hold office until the annual general
meeting next after the date of his or her election and is eligible for
re-election.
(4)
In the event of a casual vacancy in any office referred to in sub-rule
(1), the committee may appoint a member of the Association to the vacant
office and the member appointed may continue in office up to and including
the conclusion of the annual general meeting next following the date of
the appointment. Such appointment may include a member who also holds another
office.
23.
Other
members of the committee
(1)
The other members of the committee shall be -
(a)
an Information Coordinator;
(b)
a Journal Editor;
(c)
a Review Editor;
(d)
a Conference Convenor;
(e)
a Minutes Secretary;
(f)
a Projects Officer; and
(g)
a Development Officer.
(2)
Subject to these Rules, each member of the committee shall hold office
until the annual general meeting next after the date of election and is
eligible for re-election.
(3)
In the event of a casual vacancy occurring in the office of an ordinary
member of the committee, the committee may appoint a member of the Association
to fill the vacancy and the member appointed shall hold office, subject
to these Rules, until the conclusion of the annual general meeting next
following the date of the appointment. Such
appointment may include a member who also holds another office.
24.
Election
of officers and committee members
(1)
Nominations of candidates for election as officers of the Association or
as members of the committee must be -
(a)
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
(b)
delivered to the Membership Secretary of the Association not later than
the time fixed for the holding of the annual general meeting.
(2)
A candidate may only be nominated for one office prior to the annual general
meeting.
(3)
If insufficient nominations are received to fill all vacancies on the committee,
the candidates nominated shall be deemed to be elected and further nominations
may be received at the annual general meeting.
(4)
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.
(5)
If the number of nominations exceeds the number of vacancies to be filled,
a ballot must be held.
(6)
The ballot for the election of officers and ordinary members of the committee
must be conducted at the annual general meeting in such manner as the committee
may direct.
25.
Vacancies
The
office of an officer of the Association, or of an ordinary member of the
committee, becomes vacant if the officer or member -
(a)
ceases to be a member of the Association; or
(b)
becomes an insolvent under administration within the meaning of the Corporations
Law; or
(c)
resigns from office by notice in writing given to the Membership Secretary.
26.
Meetings
of the committee
(1)
The committee must meet at least three times in each year at such place
and such times as the committee may determine. Committee members may attend
in person or by telephone.
(2)
Special meetings of the committee may be convened by the President or by
any four members of the committee.
27.
Notice
of committee meetings
(1)
Written notice of each committee meeting must be given to each member of
the committee at least two business days before the date of the meeting.
(2)
Written notice must be given to members of the committee of any special
meeting specifying the general nature of the business to be conducted and
no other business may be conducted at such a meeting.
28.
Quorum
for committee meetings
(1)
A quorum for the conduct of the business of a meeting of the committee
shall be the next whole number greater than one half of the members of
the committee.
(2)
No business may be conducted unless a quorum is present.
(3)
If within half an hour of the time appointed for the meeting a quorum is
not present -
(i)
in the case of a special meeting - the meeting lapses;
(ii)
in any other case - the meeting shall stand adjourned to a time and place
appointed by the Chairperson.
(4)
The committee may act notwithstanding any vacancy on the committee.
29.
Presiding
at committee meetings
At
meetings of the committee -
(a)
The President, or, if the President is absent or unable to preside, the
Vice-President, presides; or
(b)
if the President and the Vice-President are absent or are unable to preside,
the members present must choose one of their number to preside.
30.
Voting
at committee meetings
(1)
Questions arising at a meeting of the committee, or at a meeting of any
sub-committee appointed by the committee, shall be determined on a show
of hands or, if a member requests, by a poll taken in such manner as the
Chairperson may determine.
(2)
Each member present at a meeting of the committee, or at a meeting 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 Chairperson may exercise a second or casting
vote.
31.
Removal
of committee member
(1)
The Association in general meeting may, by resolution, remove any member
of the committee before the expiration of the member's term of office and
appoint another member in his or her place to hold office until the expiration
of the term of the first-mentioned member.
(2)
A member who is the subject of a proposed resolution referred to in sub-rule
(1) may make representations in writing to the Membership 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.
(3)
The Membership 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.
32.
Minutes
of meetings
The
Membership Secretary of the Association must keep minutes of the resolutions
and proceedings of each general meeting, and each committee meeting, together
with a record of the names of persons present at committee meetings.
33.
Funds
(1)
The Treasurer of the Association must -
(a)
collect and receive all moneys due to the Association and make all payments
authorised by the Association; and
(b)
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.
(2)
All cheques, drafts, bills of exchange, promissory notes and other negotiable
instruments must be signed by two members of the committee.
(3)
The funds of the Association shall be derived from entrance fees, annual
subscriptions, donations and such other sources as the committee determines.
34.
Notice
to members
Except
for the requirement in rule 13, any notice that is required to be given
to a member, by on behalf of the Association, under these Rules may be
given by -
(a)
delivering the notice to the member personally; or
(b)
sending it by prepaid post addressed to the member at that member's address
shown in the register of members; or
(c)
electronic transmission to the email address supplied by the member; or
(d)
facsimile transmission by prior arrangement between the member and the
Membership Secretary.
35.
Winding
up
In
the event of the winding up or the cancellation of the incorporation of
the Association, the assets of the Association must be disposed of in accordance
with the provisions of the Act.
36.
Custody
and inspection of books and records
(1)
Except as otherwise provided in these Rules, the Membership Secretary must
keep in his or her custody or under his or her control all books, documents
and securities of the Association.
(2)
All accounts, books, securities and any other relevant documents of the
Association must be available for inspection free of charge by any member
upon request.
(3)
A member may make a copy of any accounts, books, securities and any other
relevant documents of the Association.
Download
printable application form in Word format here.
APPENDIX
1
Application
for membership
I,................................................................................................................................... ,
(Full
name and title)
hereby
apply for membership of the Australian Early Medieval Association Inc.
Signature:................................................................................. Date:..............................
Details
Affiliation
(eg. University):.................................................................................................
Address:.........................................................................................................................
......................................................................................................................................
E-mail:............................................................................................................................
Fax:...............................................................................................................................
Phone:............................................................................................................................
Membership
fees
Membership
includes journal subscription and reduced registration fees for the annual
conference.
I
wish to pay:
$20
entrance fee
$44
annual membership fee
$22
annual membership fee (student/unwaged)
Cheque/money
orders (in Australian dollars) are to be made payable to the 'Australian
Early Medieval Association Inc.'
Please
send all payments and correspondence to:
Attn:
Membership Secretary
Australian
Early Medieval Association Inc.
GPO
Box 3343
Melbourne
3001
Victoria
Australia
E-mail:
aema@vicnet.net.au
APPENDIX
2
FORM
OF APPOINTMENT OF PROXY FOR MEETING OF THE AUSTRALIAN EARLY MEDIEVAL ASSOCIATION
INC CONVENED UNDER RULE 8(7)
I,
..................................................
(name)
of
...............................................
(address)
being
a member of the Australian Early Medieval Association Inc,
appoint
..............................................
(name
of proxy holder)
of
...............................................
(address
of proxy holder)
being
a member of that Incorporated Association, as my proxy to vote for me on
my behalf at the appeal to the general meeting of the Association convened
under rule 8(7), to be held on
.............................................................................................................
(date
of meeting)
and
at any adjournment of that meeting.
I
authorise my proxy to vote on my behalf at their discretion in respect
of the following resolution (insert details of resolution passed under
rule 8(1)):
.........................................................................................................................................
.........................................................................................................................................
.........................................................................................................................................
Signed:
.............................................................................................
Date
.................................................................................................................................
Download
printable proxy form in Word format here.
APPENDIX
3
FORM
OF APPOINTMENT OF PROXY FOR MEETING OF THE AUSTRALIAN EARLY MEDIEVAL ASSOCIATION
INC
I,
......................................................
(name)
of
..................................................
(address)
being
a member of the Australian Early Medieval Association Inc,
appoint
..............................................
(name
of proxy holder)
of
...............................................
(address
of proxy holder)
being
a member of that Incorporated Association, as my proxy to vote for me on
my behalf at the general meeting of the Association to be held on
..........................................................................................................
(date
of meeting)
and
at any adjournment of that meeting.
My
proxy is authorised to vote in favour of/against the following resolution
(insert details of resolution):
.........................................................................................................................................
.........................................................................................................................................
.........................................................................................................................................
Signed:
...............................................................................................
Date:
................................................................................................................................
APPENDIX
4
SCHEDULE
OF FEES FOR
THE
AUSTRALIAN EARLY MEDIEVAL ASSOCIATION INC
|
Fee
|
Amount
|
|
Entrance
fee
|
$20.00
|
|
Annual
subscription fee
|
$44.00
|
|
Annual
subscription fee (concession)
|
$22.00
|
