Rules of the Association
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 12. “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.
APPLICATION FOR MEMBERSHIP
Any member of the public who pays the subscription fee as fixed at the Annual General Meeting.
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.
REGISTER OF MEMBERS
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.
RESIGNATION AND EXPULSION OF A MEMBER
6. 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.
ANNUAL GENERAL MEETING
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.
DISPUTES AND MEDIATION
9.1. 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.
9.2. 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.
9.3. 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.
9.4. 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).
9.5. A member of the Association can be a mediator.
9.6. The mediator cannot be a member who is a party to the dispute.
9.7. The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
9.8. 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.
9.9. The mediator must not determine the dispute.
9.10. 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.
SPECIAL GENERAL MEETING
10. All general meetings other than the annual general meeting shall be called special general meetings.
11.1. 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.
11.2. 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.
11.3. 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.
11.4. 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.
11.5. 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.
NOTICE OF GENERAL MEETINGS
12.1. The 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.
12.2. Notice may be sent:
(a) by prepaid post to the address appearing in the register of members; or
(b) if the member requests, by electronic transmission.
12.3. No business other than that set out in the notice convening the meeting may be conducted at the meeting.
12.4. A member intending to bring any business before a meeting may notify in writing, or by electronic transmission, the Secretary of that business, who must include that business in the notice calling the next general meeting.
PROCEEDINGS AT MEETINGS
13.1. 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.
13.2. 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.
13.3. 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 the 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.
14.1. The President, or in his/her absence, the Vice-President shall preside as Chairman at each general meeting of the Association.
14.2. 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.
15. 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.
16. 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.
17.1. Upon any question arising at a general meeting of the Association, a member has one vote only.
17.2. All votes shall be given personally or by proxy.
17.3. 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.
18.1. 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.
18.2. 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.
19. 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.
20.1. 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.
20.2. The notice appointing the proxy shall be in the form set out in Appendix 2.
COMMITTEE & OFFICE BEARERS
21.1 The affairs of the Association shall be managed by a committee constituted as provided in Rule 22.
21.2. The Committee of the Association:
(a) shall control and manage the business and 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.
22.1. 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.
22.2. 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.
22.3. 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.
ELECTION OF OFFICERS AND VACANCY
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.
PROCEEDINGS OF COMMITTEE
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.
REMOVAL OF MEMBER OF COMMITTEE
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.
ALTERATION OF RULES AND STATEMENT OF PURPOSES
31. These rules and the statement of purpose of the Association shall not be altered except in accordance with the Act.
NOTICE TO MEMBERS
32. Except for the requirement in rule 12, any notice that is required to be given to a member, by or 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, if the member has requested that the notice be given to him or her in this manner.
WINDING UP OR CANCELLATION
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.
CUSTODY OF RECORDS
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.
The Rules of Association are to be read in conjunction with the Model Rules for an incorporated association and as such, the following are deemed to be included the association’s rules.
Inspection of books and records
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.
(2) A member may make a copy of any accounts, books, securities and any other relevant documents of the Association.