Constitution (Page 2)

10.7 The President shall preside as Chairperson at every meeting of the Board, or if there is no President, or if at any meeting he is not present within ten minutes after the time appointed for the meeting, the Vice President shall be Chairperson or if the Vice President is not present, the members may choose one of their number to be Chairperson of the meeting.

10.8 If within a half hour from the time appointed for the commencement of a Board meeting a quorum is not present, the meeting, if convened at the request of the members of the Board, shall lapse. In any other case, it shall stand adjourned to the same day in the next week and at such time and place as the board may determine. If at the adjourned meeting a quorum is not present with a half hour from the time appointed for the meeting, the meeting shall lapse.


11 DELEGATION OF BOARD OF MANAGEMENT POWERS

11.1 The Board may delegate any of its powers to a sub committee consisting of such members as the board thinks fit. Any sub committee so formed may only exercise powers as delegated by the Board.

11.2 A sub committee may elect a Chairperson of its meetings. If no Chairperson is elected or if at any meeting the Chairperson is not present with ten minutes after the time appointed for the meeting, the members present may choose one of their of their number to be Chairperson of the meeting.

11.3 A sub committee may meet and adjourn as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes of the members present and in the case of an equality of votes, the question shall be decided in the negative.


12 ACTS BY THE BOARD OF MANAGEMENT

12.1 All acts done by any meeting of the Board or of a sub committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Board or person acting as aforesaid, or that the members of the Board or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Board of Management.


13 RESOLUTIONS OF THE BOARD OF MANAGEMENT

13.1 A resolution in writing signed by all members of the Board for the time being entitled to receive notice of a meeting of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Board.


14 FIRST GENERAL MEETING

14.1 The first General Meeting shall be held not less than one month nor more than three months after incorporation of the Association, at a place the Board may determine. Business at this first meeting must include the appointment of an auditor.


15 FIRST ANNUAL GENERAL MEETING

15.1 The first Annual General Meeting must be held within eighteen months after incorporation of the Association.


16 BUSINESS OF THE ANNUAL GENERAL MEETING

16.1 Subsequent Annual General Meetings must be held at least once per year and within six months after the end of the Association’s previous financial year.

16.2 Business of these Meetings shall be …
(a) Receiving of the Board of Management’s report and statement of income and expenditure, assets and liabilities and of mortgages, charges and securities affecting the property of the Association for the preceding financial year;
(b) Receiving of the Auditor’s report on the financial affairs of the Association for the preceding year.
(c) Presenting the audited statement to the meeting for adoption.
(d) Election of members to the Board of Management.
(e) Appointment of an Auditor.
(f) Such business as decided upon by members of the Association at such Meeting.
17 SPECIAL GENERAL MEETINGS

17.1 The Secretary shall convene a special general meeting …
(a) When directed to do so by the Board of Management; or
(b) On the requisition in writing signed by not less than one third of the members presently on the Board or not less than the number of members of the Association which equals double the number of members presently on the Board plus one. Such requisition shall clearly state the reasons why such special general meeting is being convened and the nature of the business to be transacted.


18 CONVENING GENERAL MEETINGS

18.1 The Secretary shall convene all general meetings of the Association by giving not less than fourteen days notice of any such meeting to the members of the Association.

18.2 The manner in which such notice shall be given shall be determined by the Board and detailed in the By-Laws. Notice of such meeting shall clearly state the nature of the business to be transacted.


19 RULES OF GENERAL MEETINGS

19.1 Unless otherwise provided by these Rules, at every general meeting …

19.2 The President shall be Chairperson, or if he is not present within fifteen minutes after the appointed time of the meeting or is unwilling to act, the Vice President shall be Chairperson or if the Vice President is not present or unwilling to act, then the members present shall elect one of the own number to be Chairperson of the meeting.

19.3 The Chairperson shall maintain order and conduct the meeting in a proper and orderly manner.

19.4 Every question, matter or resolution shall be decided by a majority of votes of the members present.

19.5 Every member present shall be entitled to one vote and in the case of an equality of votes, the Chairperson shall have a second or casting vote.

19.6 Voting shall be by a show of hands or a division of members, unless not less than one fifth of the members present demand a ballot, in which case there shall be a secret ballot. The chairperson shall appoint two members to conduct the secret ballot in such a manner as he shall determine and the results of the ballot as declared by the Chairperson shall be deemed to be the resolution of the meeting at which the ballot was demanded.
19.7 The Secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Board meeting, general meeting and annual general meeting to be entered into a book to be open for inspection at all reasonable times by any representative member who previously applies to the Secretary for that inspection. For the purpose of ensuring the accuracy of the recording of such minutes, the minutes of every meeting shall be signed by the Chairperson of that meeting or the Chairperson of the next meeting verifying their accuracy.


20 QUORUMS

20.1 At any general meeting the number of members required to constitute a quorum shall be equal to double the number of members of the Association presently on the Board of Management plus one.

20.2 No business shall be conducted at a general meeting unless a quorum of members is present when the meeting proceeds to business.

20.3 If a quorum is not present within thirty minutes after the time fixed for a general meeting called on request of members of the Board or the Association, the meeting lapses.

20.4 If a quorum is not present within thirty minutes after the time fixed for a general meeting called other than on the request of members of the Board or the Association, the meeting is to be adjourned to the same day, time and place in the next week or a day, time and place decided by the Board of Management.

20.5 If at an adjourned meeting, a quorum under 20.1 is not present within thirty minutes after the time fixed for the meeting, the members present form a quorum.

20.6 The Chairperson may, with the consent of the meeting at which a quorum is present, and must if directed by the meeting, adjourn the meeting from time to time and from place to place. At a meeting adjourned in such a manner, only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting.

20.7 The Secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless the meeting is adjourned for at least thirty days. If a meeting is adjourned for at least thirty days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting.




21 BY-LAWS

21.1 The Board of Management may make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of the Association.

21.2 A by-law may be set aside by a vote of members at a general meeting of the Association.


22 ALTERATION OF RULES

22.1 Subject to the Associations Incorporation Act 1981, these rules may be amended, repealed or added to by a special resolution carried at a general meeting.

22.2 No such amendment, rescission or addition is valid unless it has been previously submitted to and approved by the respective Queensland government department.


23 COMMON SEAL

23.1 The Board of Management shall provide for a common seal and its safe custody. The common seal shall only be used by the authority of the Board and every instrument to which the seal is affixed shall be signed by a member of the Board and shall be countersigned by the Secretary or by a second member of the board or by some other person appointed by the Board for the purpose.


24 FUNDS AND ACCOUNTS

24.1 The funds of the Association must be kept in the name of the Association in a financial institution decided by the Board.

24.2 Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the Association.

24.3 All moneys must be deposited in the financial institution as soon as practicable after receipt.

24.4 If an amount of two hundred dollars or more is paid by cheque, the cheque must be signed by any two of either the President, Secretary, Treasurer or another member authorised by the Board for the purpose.

24.5 Cheques other than cheques for wages, allowances or petty cash recoupment must be crossed ‘not negotiable’.

24.6 A petty cash account must be kept on the imprest system, the Board to decide the amount of petty cash to be kept in the account.

24.7 All expenditure must be approved or ratified at a Board meeting.

24.8 The Treasurer must as soon as practicable after the end of each financial year ensure a statement containing the following particulars is prepared …
(a) Income and expenditure for the financial year just ended.
(b) Associations assets and liabilities as at the close of the financial year.
(c) Mortgages, charges and securities affecting the property of the Association at the close of the financial year.

24.9 If the Association is incorporated within three months before the end of the Association’s financial year, 24.8 does not apply for the financial year the Association is incorporated.

24.10 The Auditor must examine the statement prepared under 24.8 and present a report on it to the Secretary before the next Annual General Meeting following the financial year for which the audit was made.

24.11 The income and property of the Association must be used solely in promoting the Association’s objects and exercising the Association’s powers.


25 DOCUMENTS

25.1 The Board of Management must ensure the safe custody of books, documents, instruments of title and securities of the Association.


26 FINANCIAL YEAR

26.1 The financial year of the Association closes on the 31st December in each year.


27 DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY

27.1 This section applies if the Association is wound up under part 10 of the Act; and

27.2 It has surplus assets

27.3 The surplus assets must not be distributed among the Association members.

27.4 The surplus assets must be given to another entity having similar objects to the Association’s objects and the rules of such entity also prohibit the distribution of the entity’s income and assets to its members. Surplus assets has the meaning given by section 92(3) of the Act.