Model Rules for the Incorporation of Societies

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The Australasian Society for Psychophysiology (ASP) was incorporated New South Wales, under the Associations Incorporation Act 1984 (NSW), and is therefore bound under this Act and the Associations Incorporation Regulation 1994, of which Schedule 1 provides a set of Model Rules (here reproduced in a convenient format). The Society has ratified some Procedural Guidelines for its business meetings which can be seen to be consistent with these Rules.

PART 1 PRELIMINARY
- 1. Definitions
PART 2 MEMBERSHIP
PART 3 THE COMMITTEE
PART 4 GENERAL MEETINGS
PART 5 MISCELLANEOUS

PART 1 PRELIMINARY

1. Definitions

(1)

PART 2 MEMBERSHIP

2. Membership qualifications

3. Nomination for membership

(1)

A nomination of a person for membership of the association:

(a)

(2)

As soon as practicable after receiving a nomination for membership, the secretary must refer the nomination to the committee which is to determine whether to approve or to reject the nomination.

(3)

If the committee determines to approve a nomination for membership, the secretary must, as soon as practicable after that determination, notify the nominee of that approval and request the nominee to pay (within the period of 28 days after receipt by the nominee of the notification) the sum payable under these rules by a member as entrance fee and annual subscription.

(4)

The secretary must, on payment by the nominee of the amounts referred to in clause (3) within the period referred to in that clause, enter the nominee's name in the register of members and, on the name being so entered, the nominee becomes a member of the association.

4. Cessation of membership

A person ceases to be a member of the association if the person:

(a): dies; or
(b): resigns membership; or
(c): is expelled from the association.

5. Membership entitlements not transferable

A right, privilege or obligation which a person has by reason of being a member of the association:

(a): is not capable of being transferred or transmitted to another person; and
(b): terminates on cessation of the person's membership.

6. Resignation of membership

(1): A member of the association is not entitled to resign that membership except in accordance with this rule.
(2): A member of the association who has paid all amounts payable by the member to the association in respect of the member's membership may resign from membership of the association by first giving to the secretary written notice of at least one month (or such other period as the committee may determine) of the member's intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
(3): If a member of the association ceases to be a member under clause (2), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

7. Register of members

(1): The public officer of the association must establish and maintain a register of members of the association specifying the name and address of each person who is a member of the association together with the date on which the person became a member.
(2): The register of members must be kept at the principal place of administration of the association and must be open for inspection, free of charge, by any member of the association at any reasonable hour.

8. Fees and subscriptions

(1)

A member of the association must, on admission to membership, pay to the association a fee of $1 or, if some other amount is determined by the committee, that other amount.

(2)

In addition to any amount payable by the member under clause (1), a member of the association must pay to the association an annual membership fee of $2 or, if some other amount is determined by the committee, that other amount:

(a): except as provided by paragraph (b), before 1 July in each calendar year; or
(b): if the member becomes a member on or after 1 July in any calendar year on becoming a member and before 1 July in each succeeding calendar year.

9. Members' liabilities

10. Resolution of internal disputes

11. Disciplining of members

(1)

A complaint may be made by any member of the association that some other member of the association:

(a): has persistently refused or neglected to comply with a provision or provisions of these rules; or
(b): has persistently and wilfully acted in a manner prejudicial to the interests of the association.

(2)

On receiving such a complaint, the committee:

(a): must cause notice of the complaint to be served on the member concerned; and
(b): must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint; and
(c): must take into consideration any submissions made by the member in connection with the complaint.

(3)

The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.

(4)

If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member's right of appeal under rule 12.

(5)

The expulsion or suspension does not take effect:

(a): until the expiration of the period within which the member is entitled to appeal against the resolution concerned; or
(b): if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under rule 12 (4), whichever is the later.

12. Right of appeal of disciplined member

(1)

PART 3 THE COMMITTEE

13. Powers of the committee

14. Constitution and membership

(1)

15. Election of members

(1)

Nominations of candidates for election as office-bearers of the association or as ordinary members of the committee:

(a): must be made in writing, signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination); and
(b): must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of 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 are taken to be elected and further nominations are to be received at the annual general meeting.

(3)

If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.

(4)

If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.

(5)

If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.

(6)

The ballot for the election of office-bearers and ordinary members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

16. Secretary

(1)

The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.

(2)

It is the duty of the secretary to keep minutes of:

(a): all appointments of office-bearers and members of the committee;
(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 must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

17. Treasurer

It is the duty of the treasurer of the association to ensure:

(a): that all money due to the association is collected and received and that all payments authorised by the association are made; and
(b): that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.

18. Casual vacancies

19. Removal of member

(1): The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
(2): If a member of the committee to whom a proposed resolution referred to in clause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

20. Meetings and quorum

(1): The committee must meet at least 3 times in each period of 12 months at such place and time as the committee may determine.
(2): Additional meetings of the committee may be convened by the president or by any member of the committee.
(3): Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
(4)

21. Delegation by committee to sub-committee

(1)

The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the association 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 duty imposed on the committee by the Act or by any other law.

(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 section 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)

Despite 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.

22. Voting and decisions

(1): Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to 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 one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3)

PART 4 GENERAL MEETINGS

23. Annual general meetings holding of

(1): With the exception of the first annual general meeting of the association, the association must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association, convene an annual general meeting of its members.
(2)

24. Annual general meetings calling of and business at

(1)

25. Special general meetings calling of

(1)

The committee may, whenever it thinks fit, convene a special general meeting of the association.

(2)

The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the association.

(3)

A requisition of members for a special general meeting:

(a): must state the purpose or purposes of the meeting; and
(b): must be signed by the members making the requisition; and
(c): must be lodged with the secretary; and
(d): may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

(4)

If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

(5)

A special general meeting convened by a member or members as referred to in clause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who consequently incurs expense is entitled to be reimbursed by the association for any expense so incurred.

26. Notice

(1): Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post 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): If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, 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 clause (1) specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.
(3)

27. Procedure

(1)

No item of business is to 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)

Five 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:

(a): if convened on the requisition of members, is to be dissolved; and
(b): in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the 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 at least 3) is to constitute a quorum.

28. Presiding member

(1): The president or, in the president's absence, the vice-president, is to preside as chairperson at each general meeting of the association.
(2): If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

29. Adjournment

(1): The chairperson of 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 is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2): If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the association 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 clauses (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.

30. Making of decisions

(1)

A question arising at a general meeting of the association is to 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 chairperson 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 association, 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 association, a poll may be demanded by the chairperson or by at least 3 members present in person or by proxy at the meeting.

(3)

If a poll is demanded at a general meeting, the poll must be taken:

(a): immediately in the case of a poll which relates to the election of the chairperson of 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 chairperson directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

31. Special resolution

A resolution of the association is a special resolution:

(a): if it is passed by a majority which comprises at least three-quarters of such members of the association as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which at least 21 days' written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or
(b): where it is made to appear to the Director-General that it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in a manner specified by the Director-General.

32. Voting

(1): On 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 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 chairperson of the meeting 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 association unless all money due and payable by the member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.

33. Appointment of proxies

(1)

PART 5 MISCELLANEOUS

34. Insurance

(1)

35. Funds source

(1): The funds of the association are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, such other sources as the committee determines.
(2): All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association's bank account.
(3): The association must, as soon as practicable after receiving any money, issue an appropriate receipt.

36. Funds management

(1): Subject to any resolution passed by the association in general meeting, the funds of the association are to be used in pursuance of the objects of the association in such manner as the committee determines.
(2): All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the association, being members or employees authorised to do so by the committee.

37. Alteration of objects and rules

: The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the association.

38. Common seal

(1): The common seal of the association must be kept in the custody of the public officer.
(2): The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures either of 2 members of the committee or of 1 member of the committee and of the public officer or secretary.

39. Custody of books

: Except as otherwise provided by these rules, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the association.

40. Inspection of books

: The records, books and other documents of the association must be open to inspection, free of charge, by a member of the association at any reasonable hour.

41. Service of notices

(1): For the purpose of these rules, a notice may be served by or on behalf of the association on 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): If a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document is, unless the contrary is proved, taken 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.


APPENDIX 1
(Rule 3 (1))

APPLICATION FOR MEMBERSHIP OF ASSOCIATION

.......................................... Incorporated (incorporated under

the Associations Incorporation Act 1984)

I, ............................................................................
   (full name of applicant)

of ............................................................................
   (address)

.............................. hereby apply to become a .......................
(occupation)

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, ............................................... a member of the association,
   (full name)

nominate the applicant, who is personally known to me, for membership of the

association.

Signature of proposer ...................................  Date ...............

I, ............................................... a member of the association,
   (full name)

second the nomination of the applicant, who is personally known to me, for

membership of the association.

Signature of seconder ...................................  Date ...............


APPENDIX 2
(Rule 33 (2))

FORM OF APPOINTMENT OF PROXY

I, ............................................................................
   (full name of applicant)

of ............................................................................
   (address)

being a member of .............................................................
                  (name of incorporated association)

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

special 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).

* To be inserted if desired.


Signature of member appointing proxy ....................  Date ...............

NOTE: A proxy vote may not be given to a person who is not a member of the

      association.

Model Rules for the Incorporation of Societies

CONTENTS

3. Nomination for membership