AUSTRALIAN AND NEW ZEALAND THIRD SECTOR RESEARCH INCORPORATED
A Objects
B Purposes
PART 1 PRELIMINARY
1. Definitions
3 Nomination for Membership
5 Membership
Entitlements not Transferable
6 Resignation
of a Membership
8 Fees
and Subscriptions
9 Members’
Liabilities
10 Resolution
of Internal Disputes
11 Disciplining
of Members
12 Right
of Appeal of Disciplined Member
PART 3 THE
COMMITTEE
14 Constitution and Membership
15 Election of Members
16 Secretary
17 Treasurer
18 Casual Vacancies
19 Removal of Member
20 Meetings and Quorum
21 Delegation by Committee to Sub-Committee
22 Voting and Decisions
23 Annual
General Meetings – holding of
25 Special General Meetings – calling of
26 Notice
28 Presiding member
29 Adjournment
34 Insurance
36 Funds
– management
37 Alteration
of Objects and Rules
38 Common
Seal
40 Inspection
of Books
41 Service
of Notices
(a) Form of Appointment of Proxy
AUSTRALIAN AND NEW ZEALAND THIRD SECTOR RESEARCH INCORPORATED
The objects for
which the Association is established are:
(i) To
encourage interest in and support for the development of research into the
Third Sector. The Third Sector being non-government, nonprofit organisations,
associations and clubs, and the associated phenomena of altruism, philanthropy,
voluntary action and nonprofit enterprise.
(ii) To promote research and scholarship of matters relating to the
Third Sector including altruism, philanthropy, voluntary action, nonprofit
enterprise and associated issues.
(iii) To advocate the importance of the Third Sector and research and
scholarship of it.
(iv) To serve as a centre for information in regard to all aspects of
the Third Sector and to publish in the field.
(v) To convene seminars and conferences involving the issues of the Third Sector.
(vi) To develop and maintain relations with other national and
international organisations concerned with Third Sector issues.
B PURPOSES
The Association is established for the
purposes set out in the Object of Association.
Solely for the purpose of carrying out the aforesaid objects and not
otherwise the Association shall have the following powers:
(i) To promote To hold or arrange competitions and provide or
contribute towards the provision of prizes, awards and distinctions in
connection therewith. Provided that no member of the Association shall receive
any prize, award or distinction of monetary value except as a successful
competitor at any competition held or promoted by the Association.
(ii) To subscribe to, become a member of and co-operate with or amalgamate with any other association or organisation, whether incorporated or not, whose objects are similar to those of the Association. Provided that the Association shall not subscribe to or support with its funds or amalgamate with any association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Association under or by virtue of Rule 2b.
(iii) To
purchase, take on lease or in exchange, hire and otherwise acquire any lands,
building, easement or property, real and personal, and any rights or privileges
which may be requisite for the purposes of, or capable of being conveniently
used in connection with, any of the objects of the Association. Provided that
in case the Association shall take or hold any property which may be subject to
any trusts the Association shall only deal with the same in such manner as is
allowed by law having regard to such trusts.
(iv) To enter into any arrangements with any Government or authority,
supreme, municipal, local, or otherwise, that may seem conducive to the Association's
objects or any of them and to obtain from any such Government or authority any
rights, privileges and concessions which the Association may think it desirable
to obtain; and to carry out, exercise and comply with any such arrangements,
rights, privileges and concessions.
(v) To appoint, employ, remove or suspend such managers, clerks,
secretaries, servants, workmen and other persons as may be necessary or
convenient for the purpose of the Association.
(vi) To establish and support or aid in the establishment and support
of associations, institutions, funds, trusts and conveniences calculated to
benefit employees or past employees of the Association or the dependents or
connections of any such persons; and to grant pensions and allowances; and to
make payment towards insurance; and to subscribe or guarantee money for
charitable or benevolent objects, or for any public, general or useful object.
(vii) To invest and deal with money of the Association not immediately
required in such manner as may be permitted by law for the investment of trust
funds.
(viii) To take such steps by personal or written appeals, public
meetings, or otherwise, as may from time to time be deemed expedient for the
purpose of procuring contributions to the funds of the Association in the shape
of donations, annual subscriptions or otherwise.
(ix) To print and publish any newspapers, periodicals, books or
leaflets that the Association may think desirable for the promotion of its
objects.
(x) To purchase or otherwise acquire and undertake all or any part
of the property, assets, liabilities and engagements of any one or more of the
companies, institutions, societies, or associations with which the Association
is authorised to amalgamate.
(xi) To transfer all or any part of the property, assets, liabilities
and engagements of the Association to any one or more of the companies,
institutions, societies, or associations with which the Association is
authorised to amalgamate.
(xii) The income and property of the Association whencesoever derived, shall be applied solely towards the promotion of the Objects of the Association and no portion thereof shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise, to the members of the Association. Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Association or to any member of the Association in return for any services actually rendered to the Association or for goods supplied in the ordinary and usual way of business, nor prevent the payment of interest at a rate not exceeding the rate for the time being fixed for the purpose of this paragraph by the Rule on money borrowed from any members of the Association or reasonable and proper rent for premises demised or let by any member to the Association, but so that no more than one at anytime Committee Member shall be appointed to any salaried office of the Association or any office of the Association paid by fees and that no remuneration or other benefit in money or money's worth shall be paid or given by the Association to any other Committee Member except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Association.
AUSTRALIAN AND NEW ZEALAND THIRD SECTOR RESEARCH INCORPORATED
1.
Definitions
(1) In these rules:
(R1 revised)
Director-General means the Director-General of the Department of Fair Trading.
ordinary member means a member of the committee who is not an office-bearer of the association, as referred to in rule 14(2).
secretary means:
(a) person holding office under these rules as secretary of the association and includes an Honorary Secretary, or the
(b) if no such person holds that office – the public officer of the association.
Special general meeting means a general meeting of the association other than an annual general meeting.
the Act means the Associations Incorporation Act 1984.
the
regulation means the Associations Incorporation Regulation 1999.
"The Committee" means the Committee
Members of the Association elected or appointed pursuant to these Rules;
"The Association" means the Australian and New
Zealand Third Sector Research Incorporated;
"the seal" means the common seal of the
Association;
(2) In these rules:
(a) a reference to a function includes a reference to a power, authority and duty, and
(b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
[Expressions referring to writing
shall, unless the contrary intention appears, be construed as including
references to printing lithography, photography and other modes of representing
or reproducing words in a visible form; ]
(c) The provisions of the Interpretation Act
1987 apply to and in respect of these rules in the same manner as those
provisions would so apply if these rules were an instrument made under the Act.
The members of Australian & New
Zealand Third Sector Research Limited and such other persons as the Committee
shall admit to membership in
accordance
with these Rules shall be members of the Association. The classes of membership
shall be:
(a) Individual
(b) Organisation
(c) Student and unwaged
(d) Life
A person is qualified to be a member of
the association, if but only if:
(a) the person is a person referred to in section
15(1) (a), (b) or (c) of the Act and has not ceased to be a member of the
association at any time after incorporation of the association under the Act,
or
(b) the person is a natural person:
(i)
who has been nominated for membership of the association as provided by rule 5
and
(ii)
who has been approved for membership of the association by the committee of the
association.
B. The liability of the members is limited
3
Nomination for membership
(a) Every applicant for membership of the
Association shall make their application in writing, signed by the
applicant,
and shall be in such form as the Committee from time to time prescribes.
(b) At the next meeting of the Committee after the receipt of any
application for membership, such application shall be considered by
the
Committee, which shall thereupon determine upon the admission or rejection of
the applicant. In no case shall the Committee be
required
to give any reason for the rejection of an applicant.
(c) When an applicant has been accepted for membership the Secretary shall forthwith send to the applicant written notice of their acceptance and a request for payment of their entrance fee and first annual subscription if such payment was not tendered with the application. Upon payment of their entrance fee and first annual subscription the applicant shall become a member of the Association, provided nevertheless that if such payment be not made within two calendar months after the date of the notice, the Committee may in its discretion cancel its acceptance of the applicant for membership of the Association.
A
person ceases to be a member of the association if the person
(a) dies
(b) resigns membership
(c) is expelled from the association or
(d) fails to pay the subscription
If the subscription of a member shall
remain unpaid for a period of two calendar months after it becomes due then the
member may, after notice of the default shall have been sent to them by the
Secretary or Honorary Treasurer, be debarred by resolution of the Committee
from all privileges of membership provided that the Committee may reinstate the
member on payment of all arrears if the Committee thinks fit to do so.
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 a member
(1) A member of the association is not entitled to resign that membership except in accordance with this rule
(2) A member may at any time, by giving notice in writing to the
Secretary, resign their membership of the Association but shall continue liable
for any annual subscription and all arrears due and unpaid at the date of their
resignation and for all other monies due by them to the Association and in
addition for any sum not exceeding ten dollars ($10) for which that person is
liable as a member of the Association under Rule 9.
(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 cased 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.
(2) A member of the association may obtain a copy of any part of the register on payment of a fee of $1 for each page copied or, if some other amount is determined by the committee, that other amount.
(1) The entrance fee and annual subscription payable by members of
the Association shall be such as the Association in general meeting shall from
time to time prescribe.
(2) All annual subscriptions shall become due and payable in
advance on the 30th day of June in every year.
9 Members’ liabilities
(1) Every member of the Association undertakes to contribute to the
property of the Association in the event of the same being wound up while that
person is a member, or within one year after that person ceases to be a member,
for payment of the debts and liabilities of the Association (contracted before
that person ceases to be a member) and of the costs, charges and expenses of winding
up and for the adjustment of the rights of the contributories among themselves,
such amount as may be required, not exceeding ten dollars ($10).
(2) If upon the winding-up or dissolution of the Association there
remains, after satisfaction of all its debts and liabilities, any property
whatsoever, the same shall not be paid to nor distributed among the members of
the Association, but shall be given or transferred to some other fund,
institution or Association having objects similar to the Objects of the
Association and whose Memorandum of Association or constitution shall prohibit
the distribution of its or their income and property among its or their members
to an extent at least as great as is imposed on the Association under or by
virtue of clause 3 hereof, and is fund, institution or Association approved by
the Commissioner of Taxation as a fund, institution or company referred to in
Section 23 of the Income Tax Assessment Act, 1936 (as amended). Such
institution or institutions to be determined by the members of the Association
at or before the time of the dissolution and in default thereof by application
to the Supreme Court for determination.
10 Resolution of internal disputes
(1) Disputes between members (in their capacity as members) of the association, and disputes between members and the association, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.
(2) At least 7 days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.
(1) A
complaint may be made to the committee by any person that a 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(5),
whichever is the later.
(1) A
member may appeal to the association in general meeting against a resolution of
the committee under rule 11, within 7 days after notice of the resolution is
served on the member, by lodging with the secretary a notice to that effect.
(2) The notice
may, but need not, be accompanies by a statement of the grounds on which the
member intends to reply for the purposes of the appeal.
(3) On receipt
of a notice from a member under clause (1), the secretary must notify the
committee which is to convene a general meeting of the association to be held
within 28 days after the date on which the secretary received the notice.
(4) At a
general meeting of the association convened under clause (3):
(a) no
business other than the question of the appeal is to be transacted, and
(b) the
committee and the member must be given the opportunity to state their
respective cases orally or in writing, or both, and
(c) the
members present are to vote by secret ballot on the question of whether the
resolution should be confirmed or revoked.
(5) If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
(1) The business of the Association shall be managed by the Committee who may pay all expenses incurred in promoting and registering the Association and may exercise all such powers of the Association as are not, by the Act or these rules, required to be exercised by the Association in general meeting, subject, nevertheless, to any of these Rules, the provisions of the Act, and such directions, not being inconsistent with the aforesaid Rules or provisions, as may be prescribed by the Association in general meeting; provided that any rule, regulation or by-law of the Association issued or made by the Committee may be disallowed by the Association in general meeting; and provided further that no resolution passed by the Association in general meeting shall invalidate any prior act of the Committee, which would have been valid if that resolution had not been passed.
14 Constitution and membership
(1) The
office-bearers of the Association shall consist of a Chair, a Deputy Chair and
an Honorary Treasurer, all of whom shall be members of the Association.
(2) The
following named persons who have been Directors of Australian & New Zealand
Third Sector Research Limited in April 2002 shall constitute the first
Committee.
Dr Rosemary Leonard (Chair)
Dr David Robinson (Deputy Chair)
Dr Anne Abraham (Honorary Treasurer & Public Officer)
Dr John Newton-Hewitt
Dr Elizabeth Ozanne
Dr Grazyna Zajdow
Dr Melanie Oppenheimer
Dr Gianni Zappala
(1) The Committee shall consist of the office-bearers and 6 other
members of the Association.
(2) At the Annual General Meeting of the Association in 2002 and in
each alternate year thereafter the office bearers and three Committee Members
shall retire by rotation, commencing with the longest serving Committee
Members. Retiring Committee Members and office bearers shall be eligible for
re-election.
(3) The election of office-bearers and other Committee Members shall
take place in the following manner:
(a) Any two members of the Association shall be
at liberty to nominate any other member to serve as an office-bearer or other
Committee Member.
(b) The nomination, which shall be in writing
and signed by the member and their proposer and seconder, shall be lodged with
the Secretary at least fourteen days before the Annual General Meeting at which
the election is to take place.
(c) A list of the candidates' names, in
alphabetical order, with the proposers' and seconders' names shall be posted in
a conspicuous place in the principal place of business of the Association for
at least seven days immediately preceding the Annual General Meeting.
(d) Balloting lists shall be prepared (if necessary)
containing the names of the candidates only, in alphabetical order. Each member
present at the Annual General shall be entitled to vote for any number of such
candidates not exceeding the number of vacancies.
(e) In case there shall not be a sufficient
number of candidates nominated, the Committee may fill up the remaining vacancy
or vacancies.
(4) The Association may from time to time by resolution passed at a
general meeting increase or reduce the number of office-bearers or other
members of the Committee.
(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) The secretary
shall cause minutes to be made:
(a) of
all appointments of officers and servants;
(b) of the names of the Committee Members
present at all meetings of the Association and of the Committee;
(c) of all proceedings at all meetings of the
Association and of the Committee.
Such minutes shall be signed by the
chairperson of the meeting at which the proceedings were held 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
(1) The Committee shall have power at any time, and from time to
time, to appoint any member of the Association as a Committee Member, either to
fill a casual vacancy or as an addition to the existing office-bearers or other
Committee Members, but so that the total number of office-bearers and other
Committee Members shall not at any time exceed the number fixed in accordance
with Rule 32. Any office-bearer or other Committee Member so appointed shall
hold office only until the next Annual General Meeting for which elections are
scheduled to be held.
19 Removal of member
(1) The
Association may, by ordinary resolution, remove any office-bearer or other
Committee Member before the expiration of their period of office, and may, by
an ordinary resolution, appoint another person in their stead; the person so
appointed shall hold office only until the next following Annual General
Meeting.
(2) The
office of a Committee Member shall become vacant if the Committee Member -
(a) becomes insolvent under administration or
makes any arrangement or composition with their creditors generally;
(b) Dies
(c) ceases to be a Committee Member by operation
of Rule 38;
(d) becomes of unsound mind or a person whose
person or estate is liable to be dealt with in any way under the law relating
to mental health;
(e) resigns
their office by notice in writing to the Association;
(f) for more than six months is absent without
permission of the Committee from meetings of the Committee held during that
period;
(g) holds any office of profit under the
Association;
(h) ceases to be a member of the Association; or
is directly or indirectly interested
in any contract or proposed contract with the Association from which the person
is likely to personally receive financial gain. Provided always that nothing in
this sub-rule shall affect the operation of Purpose xii.
20 Meetings and quorum
(1) The Committee may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A Committee Member may at any time, and a Secretary shall, on the requisition of a Committee Member, convene a meeting of the Committee.
(2) Subject to these Rules questions arising at any meeting of the
Committee shall be decided by a majority of votes and a determination by a
majority of the Committee Members present shall for all purposes be deemed a
determination of the Committee Members. In case of an equality of votes the
chairperson of the meeting shall have a second or casting vote.
(3) The quorum necessary for the transaction of the business of the
Committee shall be three members of the Committee, or such greater number as
may be fixed by the Committee.
(4) The continuing Committee Members may act notwithstanding any
vacancy in the Committee, but if and so long as their number is reduced below
the number fixed by Rule 47 as the necessary quorum of the Committee, the
continuing Committee Members may act for the purpose of increasing the number
of Committee Members to that number or of convening a general meeting of the
Association, but for no other purpose.
(5) The Chair shall preside as chairperson at every meeting of the
Committee, or if there is no Chair, or if at any meeting the Chair is not
present within ten minutes after the time appointed for holding the meeting, or
if being present, they are unwilling to preside, the Deputy Chair shall be
chairperson or if the Deputy Chair is not present at the meeting then the
members may choose one of their number to be chairperson of the meeting.
(1) The Committee may delegate any of its powers and or functions
(not being duties imposed on the Committee as the Committee Members of the
Association by the Act or the general law) to one or more sub-committees
consisting of such member or members of the Association as the Committee thinks
fit. Any sub-committee so formed shall conform to any regulations that may be
given by the Committee and subject thereto shall have power to co-opt any
member or members of the Association and all members of such committees shall
have one vote.
(2) The Committee may appoint one or more advisory committees
consisting of such member or members of the Committee and such other member or
members of the Association as the Committee thinks fit. Such advisory
committees shall act in advisory capacity only. They shall conform to any
regulations that may be given by the Committee and, subject thereto, shall have
power to co-opt any other member or members of the Association and all members
of such advisory committees shall have one vote.
(3) Every sub-committee or advisory committee may meet and adjourn
as it thinks proper. 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 chairperson shall have a second or casting vote.
(4) All acts done by any meeting of the Committee, of a sub-committee
or by any Committee Member shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any such Committee,
sub-committee or Committee Member, or that the Committee Members or any of them
were disqualified, be as valid as if every such person had been duly appointed
and was qualified and was qualified to be a Committee Member.
22 Voting and decisions
(1) If all the Committee Members
have signed a document containing a statement that they are in favour of a
resolution of the Committee Members in terms set out in the document, a
resolution in those terms shall be deemed to have been passed at a meeting of
the Committee Members held on the day on which the document was signed and at
the time at which the document was last signed by a Committee Member or, if the
Committee Member signed the document on different days, on the day on which,
and at the time at which, the document was last signed by a Committee Member.
(2) For the purposes of sub regulation (a), 2 or more separate
documents containing statements in identical terms each of which is signed by
one or more Committee Members shall together be deemed to constitute one
document containing a statement in those terms signed by the Committee Members
on the respective days on which they signed the separate documents.
(3) A reference in sub regulation (a) to all the Committee Members
does not include a reference to a Committee Member who, at a meeting of
Committee Members, would not be entitled to vote on the resolution.
(4) The Public Officer shall be appointed by the Committee for such
term, upon such conditions as it thinks fit, and any Public Officer so
appointed may be removed by it. Nothing herein shall prevent the Committee from
appointing a member of Association as Public Officer and any member so
appointed shall forthwith become an office-bearer of the Association and, if
not already a member of the Committee ex officio a member of the Committee and
any member so appointed shall be subject to the provisions in Rule 2b.
23 – 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.