Constitution

OBJECTS OF THE ASSOCIATION
of
THE SYDNEY LYCEUM CLUB Inc.

 

Lyceum Constitution 2013 as PDF
1. THE name of the Association is “The Sydney Lyceum Club Inc”.
2. THE registered office of the Association is situated in Sydney.
3. THE objects for which the Association is established are:-

(i) GENERAL
(a) To establish, maintain and conduct a club (of a non-sectarian
and non-political character) for members of the Association
and their guests and to provide a club house and other
conveniences and generally to afford members and their
friends all the usual privileges, advantages and conveniences
and accommodation of a club.
(b) To associate women of all nationalities who are dedicated to
or actively interested in the arts, sciences, letters, scholarship,
public life and welfare, and to encourage their fellowship.
(c) To promote such fellowship by encouraging and facilitating
the study, practice and appreciation of music, arts, sciences,
letters, scholarship, public life and welfare.
2
(d) To give and arrange the giving of musical performances
lectures and seminars to its members and others and to give
prizes and awards.
(e) To foster learning, and to provide opportunities for the
appreciation of music, arts and scholarship.
(f) To print and publish any newsletters, periodicals, books or
leaflets that the Association may think desirable for the
promotion of its objects.
(ii) PROPERTY
(a) To purchase, take on, lease, or in exchange hire, and
otherwise acquire for the purpose of the Association any real
or personal property and in particular any lands buildings
furniture club and household effects utensils books
newspapers periodicals musical instruments fittings
apparatus appliances conveniences and accommodation and
so far as the law may from time to time allow to sell demise
let mortgage or dispose of the same.
Provided that in case the Association shall take or hold any
property that 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.
(b) To purchase, take on lease or in exchange, hire and otherwise 3
acquire any lands, building, easement or property, real and
personal, and any right 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.
(c) To construct, improve, maintain, develop, work, manage,
carry out, alter or control any houses, buildings, ground,
works or conveniences which may seem calculated directly
or indirectly to advance the Association’s interests, and to
contribute, to subsidise or otherwise assist and take part in
the construction, improvement, maintenance, development,
working, management, carrying out, alteration or control
thereof.
(d) So far as the law may allow, to give sell exchange hire lease
or otherwise dispose of the property of the Association of any
part or parts thereof.
(e) To buy, sell and deal in all kinds of apparatus and all kinds
of provisions, liquid and solid, required by the members of
the Association or persons frequenting the Association
premises.
(f) To take any gift of property whether subject to any special
trust or not for any one or more of the objects of the
Association but subject always to the proviso in paragraph
Clause 3.2(a).
(iii) FINANCE4
(a) To invest and deal with the money of the Association not
immediately required in such manner as the Board thinks fit
(b) To borrow or raise or secure the payment of money in such
manner as the Association may think fit and to secure the
same or the repayment or performance of any debt liability
contract guarantee or other engagement incurred or to be
entered into by the Association in any way and in particular
by the issue of debentures perpetual or otherwise charged
upon all or any of the Association’s property (both present
and future), and to purchase, redeem or pay off such
securities.
(c) To make, draw, accept, endorse, discount, execute and issue
promissory notes, bills of exchange, bills of lading and other
negotiable or transferable instruments.
(d) To take such steps by personal or written appeals, public
meetings or otherwise, as may from time to time be
expedient for the purpose of procuring contributions to the
funds of the Association in the shape of donations, annual
subscriptions or otherwise.
(e) To sell, improve, manage, develop, exchange, lease, dispose
of, turn to account or otherwise deal with all or any part of
the property and rights of the Association.
(f) To take or hold mortgages, liens and charges to secure
payment of the purchase price or any unpaid balance of the 5
purchase price, of any part of the Association’s property of
whatsoever kind sold by the Association or any money due to
the Association from purchasers and others.
(iv) CONTRACTS
(a) To enter into 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.
(b) To appoint, employ, remove or suspend such managers,
clerks, secretaries, servants, workmen and other persons as
may be necessary or convenient for the purposes of the
Association.
4. No addition, alteration or amendment shall be made to or in the
Constitution or Rules of Association for the time being in force, unless the
same shall have been previously submitted to and approved by the
Department of Fair Trading.
(Cl 4 amended 21 Aug 2003) 67
THE RULES OF ASSOCIATION
of
THE SYDNEY LYCEUM CLUB Inc.
INDEX
Page Membership criteria for admission nomination
Page Membership nomination (cont=d) cessation –
entitlements – categories
Page Membership categories
Page Membership categories (cont=d) –
resignation – register
of members
Page Membership fees and subscriptions – members=
liability – discipline
Page Membership discipline (cont=d)
Page Membership discipline (cont=d)
Page Board constitution and membership8
Page Board constitution and membership (cont=d)
election of members
Page Board election of members (cont=d) office
bearers – treasurer
Page Board treasurer (cont=d) – casual vacancies –
removal of member
Page Board removal of member (cont=d) – meetings
and quorum
Page Board delegation to sub-committee – voting and
decisions
Page General Meetings Annual – holding of – calling
of business at
Page General Meetings Special – calling of Notice
Page General Meetings notice of (cont=d) – procedure
at
Page General Meetings presiding member –
adjournment of – determination of
decisions at
Page General Meetings determination of decisions at 9
(cont=d) special resolutions at – voting
at – appointment of proxies for
Page Insurance Funds
Page Alterations of objects and rules
Page Common Seal: Custody and Inspection of Books:
Service of Notices:10
RULES OF THE ASSOCIATION
of
THE SYDNEY LYCEUM CLUB INC.
PART 1
PRELIMINARY
INTERPRETATION
1. (1) In these rules, except in so far as the context or subject matter
otherwise indicates or requires –
ADirector-General means –
the Director-General of the Department of Fair Trading@
(Definition inserted 21 Aug 2003)
Asecretary@ means –
(a) the person holding office under these rules as secretary of the
association; or
(b) where no such person holds that office – the public officer of the
association;
ASpecial general meeting@ means -11
A general meeting of the association other than annual general
meeting;
AThe Act@ means –
the Associations Incorporation Act 1984;
AThe Regulation@ means –
AThe Associations Incorporation Regulation 1994″
(Sub-Rule 1(1) amended 11 Oct 2001)
(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, where the
function is a duty, a reference to the performance of the duty;
(c) a reference to a rule includes a reference to a clause.
(Sub-Rule 2(c) inserted 11 Oct 2001)
(3) 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.12
PART II
MEMBERSHIP
2. (1) A woman of any nationality is qualified to be a member of the
association if she is a woman of good fame and repute and –
(a) who is a graduate of a university or any tertiary institution of a
standard acceptable to the Board, or a member of a recognised
profession; or
(b) who has distinguished herself by her achievements or active
interest in the humanities, sciences, arts, letters, music, education,
journalism, historical or other scholarship; or
(c) who has distinguished herself in public or community service,
or in business management, public or private administration; or
(d) who is eligible by reason of her intellectual or moral
characteristics.
(2) There shall be two kinds of members of the association –
(a) those who have been nominated for membership of the
association as provided by rule 3, known as ordinary members;
and
(b) those who have been approved for membership of the 13
(c) association by the board of the association as extraordinary
members.
NOMINATION FOR MEMBERSHIP
3. (1) A nomination of a person for membership of the association –
(a) shall be made by two members of the association to whom she
is personally known, in writing on the form attached to these
rules; and
(b) shall be lodged with the secretary of the association.
(2) As soon as practicable after receiving a nomination for membership,
the secretary shall refer the nomination to the board. If the nominee
is approved by the board, the board shall thereafter publish the name
and address of the nominee to the membership for at least one
calendar month before it shall determine whether to approve or to
reject the nomination.
(3) Where the board determines to approve a nomination for membership
the secretary shall, as soon as practicable after that determination,
notify the nominee of that approval and request the nominee to pay
such entrance fee and annual subscription as the board shall
determine from time to time.
(4) The secretary shall, on payment by the nominee of the amounts
referred to in clause (3) within the period referred to in that clause,
advise the public officer that the member is now financial. The
public officer shall then enter the nominee=s name in the register of14
members and, upon the name being so entered, the nominee becomes a
member of the association.
CESSATION OF MEMBERSHIP
4. A person ceases to be a member of the association if the person –
(a) dies;
(b) resigns that membership; or
(c) is expelled from the association
MEMBERSHIP ENTITLEMENTS
5. (a) Members may be either ordinary or extraordinary members –
(i) Ordinary members are those members who shall have the right
to vote at a general meeting or on a ballot, and to hold office.
They comprise the following categories of membership:
Town Members;
All ordinary members (other than honorary life members)
whose usual place of residence is within a radius of 100
kilometres of the Sydney General Post Office.
Country Members;15
All ordinary members (other than honorary life members)
whose usual place of residence is within the state of New South
Wales, but outside a radius of 100 kilometre of the Sydney
General Post Office.
Interstate Members;
All ordinary members (other than honorary life members)
whose usual place of residence is outside the State of New South
Wales, but within the Commonwealth of Australia.
Honorary Life Members;
Such members of the club as the board from time to time elect
having regard to their distinguished services to the club. Every
honorary life member shall be entitled to all the privileges and be
subject to all the obligations of ordinary membership of the club
save the obligation to pay annual subscriptions.
Associate Members;
All ordinary members who are under the age of 25 years in the
appropriate category of membership.
Absent Members;
Town, country or interstate members who are absent or anticipate
being absent from the Commonwealth of Australia for a period of
twelve calendar months or more and are accepted as such absent
members by the board.16
(ii) Extraordinary members who shall have no right to vote at a
general meeting, or on a ballot, or to hold office.
Honorary Members;
The board shall have power to elect any woman who is of
distinguished position or attainment an honorary member of the
club for such period or periods as it may in its absolute discretion
determine.
Temporary Members;
The board shall have power to elect any of the following women
as a temporary member of the club –
(a) any woman who is a new arrival in or a visitor to the state
of New South Wales; or
(b) any woman who is connected with ambassadorial or consular
services of any country; or
(c) any woman who intends to reside in Australia for a restricted
period.
Visiting Members;
(a) Any woman who is a visitor to the state of New South Wales and
who is a full member of any Lyceum Club which is affiliated with
the International Association of Lyceum Clubs shall have the 17
right to participate in any club events at the discretion of the
board for a period the board may determine.
(b) A right, privilege or obligation which a person has by reason of
being a member of the association –
(i) is not capable of being transferred or transmitted to another
person; and
(ii) terminates upon cessation of the person=s membership.
RESIGNATION OF MEMBERSHIP
6. (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 notice
(being not less than 1 month or not less than such other period as the
board may determine) in writing to the secretary of the member=s
intention to resign and, upon the expiration of the period of notice,
the member ceases to be a member.
(3) Where a member of the association ceases to be a member pursuant to
Clause (2), and in every other case where a member ceases to hold
membership, the secretary shall make an appropriate entry in the
register of members recording the date on which the member ceased
to be a member.18
REGISTER OF MEMBERS
7. (1) The public officer of the association shall 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; and shall
require such person to sign the register, whereupon she shall be
allocated a membership number.
(2) The register of members shall be kept by the public officer of the
association and shall be open for inspection, free of charge, by any
member of the association at any reasonable hour.
FEES, SUBSCRIPTIONS ETC.
8. (1) A member of the association shall, upon admission to membership,
pay to the association a fee of whatever amount has been determined
by the board.
(2) In addition to any amount payable by the member under Clause (1), a
member of the association shall pay to the association an annual
membership fee of whatever amount has been determined by the
board.
(a) except as provided by paragraph (b) before 1
st
July in each
calendar year; or
(b) where the member becomes a member on or after 1
st
July in any 19
calendar year – upon becoming a member and before 1
st
July in
each succeeding calendar year.
MEMBERS LIABILITY
9. The liability of a member of the association to contribute towards the
payment of the debts and liabilities of the association or the cost, charges
and expenses of the winding up of the association is limited to the
amount, if any, unpaid by the member in respect of membership of the
association as required by Rule 8.
DISCIPLINING OF MEMBERS
10. (1) Where the board is of the opinion that a member of the association –
(a) has persistently refused or neglected to comply with a provision
or provisions of these rules;
(b) has persistently and wilfully acted in a manner prejudicial to the
interest of the association;
(c) is guilty of any conduct which in the opinion of the board is
unbecoming of a member;
the board may by resolution –
(d) expel the member from the association; or20
(e) suspend the member from membership of the association for a
specified period;
(f) fine or censure the member.
Voting by the members of the board present at such meeting shall be
by secret ballot and no resolution by the board to expel, suspend, fine
or censure pursuant to this rule shall be deemed to be passed unless a
2/3rd majority of the entire board vote in favour of such a resolution.
The member expelled, suspended, fined or censured pursuant to this
rule shall have no right of action whether at law or in equity or other
remedy whatsoever against the association or board or any member
thereof by reason of such expulsion, suspension, fine or censure or by
reason of any act done or notice given prior to or consequent on or
incidental to the same.
(2) A resolution of the board under clause (1) is of no effect unless the
board, at a meeting held not earlier than 14 days and not later than
28 days after service on the member of a notice under clause (3)
confirms the resolution in accordance with this rule.
(3) Where the board passes a resolution under clause (1), the secretary
shall, as soon as practicable, cause a notice in writing to be served
on the member –
(a) setting out the resolution of the board and the grounds on which
it is based;21
(b) stating that the member may address the board at a meeting to be
held not earlier than 14 days and not later than 28 days
after service of the notice;
(c) stating the date, place and time of that meeting; and
(d) informing the member that the member may do either or both of
the following:-

(i) attend and speak at that meeting;

(ii) submit to the board at or prior to the date of that meeting written representations
relating to the resolution.
(4) At a meeting of the board held as referred to in clause (3), the board
shall-
(a) give to the member an opportunity to make oral representations;
(b) give due consideration to any written representations submitted to
the board by the member at or prior to the meeting; and
(c) by resolution determine whether to confirm or to revoke the
resolution.
(5) Where the board confirms a resolution under clause (4), the secretary
shall, within 7 days after that confirmation, by notice in writing 22
inform the member of the fact and of the member=s right of appeal
under rule 11.
(6) A resolution confirmed by the board under clause (4) does not take
effect-
(a) until the expiration of the period within which the member is
entitled to appeal against the resolution where the member does
not exercise the right of appeal within that period; or
(b) where within that period the member exercises the right of
appeal unless and until the association confirms the
resolution pursuant to rule 11(4).
RIGHT OF APPEAL OF DISCIPLINED MEMBER
11. (1) A member may appeal to the association in general meeting against a
resolution of the board which is confirmed under rule 10(4), within 7
days after notice of the resolution is served on the member by lodging
with the secretary notice to that effect.
(2) Upon receipt of a notice from a member under clause (1), the
secretary shall notify the board which shall convene a general meeting
of the association to be held within 21 days after the date on which
the secretary received the notice.
(3) At a general meeting of the association convened under clause (2):23
(a) no business other than the question of the appeal shall be
transacted;
(b) the board and the member shall be given the opportunity to state
their respective cases orally or in writing, or both; and
(c) the members present shall vote by secret ballot on the question of
whether the resolution should be confirmed or revoked.
(4) If at the general meeting the association passes a special resolution in
favour of the confirmation of the resolution, the resolution is
confirmed.
PART 111
THE BOARD
POWERS OF BOARD
12. The board shall be called the board of management of the association
and, subject to the Act, the regulations and these rules and to any
resolution passed by the association in general meeting –
(a) shall control and manage the affairs of the association;
(b) may exercise all such functions as may be exercised by the association
other than those functions that are required by these rules to be
exercised by a general meeting of members of the association; and24
(c) has powers to perform all such acts and do all such things as appear to
the board to be necessary or desirable for the proper management of
the affairs of the association.
CONSTITUTION AND MEMBERSHIP
13. (1) Subject in the case of the first members of the board to Section 21 of
the Act, the board shall consist of seven as follows –
(a) 4 office-bearers of the association; and
3 ordinary directors
Unless the board appoints a secretary from outside the board,
whereupon the board will consist of seven as follows –
(b) 3 office bearers of the association; and four ordinary directors
(2) The office-bearers of the association in the case of 13(1)(a) shall be –
(a) the president
(b) the vice-president
(c) the treasurer; and
(d) the secretary.
The office-bearers of the association in the case of 13(1)(b) shall be-
(a) the president
(b) the vice-president25
(c) the treasurer.
(3) Each board member shall be a member of a standing as shall be
determined by the board, and shall be elected at the annual general
meeting of the association pursuant to rule 14.
(4) Each member of the board, shall, subject to these rules, hold office
until the conclusion of the annual general meeting following the date
of the member=s election, but is eligible for re-election.
(5) In the event of a casual vacancy occurring in the membership of the
board, the board may appoint a member to fill the vacancy and the
member so appointed shall hold office, subject to these rules, until the
conclusion of the annual general meeting next following the date of
the appointment.
ELECTION OF BOARD MEMBERS
14. (1) Nominations of candidates for election as office-bearers of the
association or as ordinary members of the board –
(a) shall be in 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 nomination);
and26
(b) shall be delivered to the secretary of the association not less than
14 days before the date fixed for the holding of the annual general
meeting at which the election is to take place.
(c) balloting lists shall be prepared containing the names of the
candidates in alphabetical order, and shall be posted to all
members. Members must vote to fill all vacancies and failure to
do so will render the vote invalid.
(d) the election of all members of the board shall be by postal ballot
of the whole association, such ballot to be returned to the
secretary not later than noon on the day before that fixed for the
annual general meeting. The result of this ballot shall be
declared at the annual meeting.
(2) If insufficient nominations are received to fill all vacancies on the
board, the candidates nominated shall be deemed to be elected and
further nominations shall be received at the annual general meeting.
(3) If insufficient further nominations are received any vacant positions
remaining on the board shall be deemed to be casual vacancies.
(4) If the number of nominations received is equal to the number of
vacancies, the persons nominated shall be deemed to be elected.
(5) If the number of nominations received exceeds the number of
vacancies to be filled, a ballot shall be held.27
(6) The ballot for the election of office bearers and ordinary members of
the board shall be conducted at the annual general meeting in such
usual and proper manner as the board may direct.
(7) A nomination of a candidate for election under this clause is not valid
if that candidate has –
(a) been nominated for election to another office at the same
election;
(b) held office for five (5) consecutive years immediately preceding
the annual general meeting at which the election of office-bearers
takes place; and
(c) been nominated for office within 3 years of holding office for
five (5) consecutive years.
(Sub-Rules 14(6), 14(7)(b) & (c) amended 11 Oct 2001)
THE OFFICE BEARERS
15. Subject to rule 23(2)(c), the office bearers of the Association shall be –
(1) The President, who shall not be eligible for office after holding the
office of President for 2 consecutive years;
(2) The Vice-President;28
(3) The Secretary, provided that the board may appoint some suitable and
qualified person to act as secretary to the association who is not a
member of the board; in such case, the secretary may attend board
meetings but will have no voting rights.
The duties of the secretary shall include keeping minutes of –
(a) all appointments of office-bearers and members of the board;
(b) the names of members of the board present at a board meeting or
a general meeting; and
(c) all proceedings at board meetings and general meetings.
(4) The Treasurer.
(5) Minutes of proceedings at a meeting shall be signed by the
chairwoman of the meeting or by the chairwoman of the next
succeeding meeting.
(Sub-Rule 15 amended and Sub-Rules 15(4) and 5 inserted 11 Oct 2001)
THE TREASURER
16. (1) It is the duty of the treasurer of the association to ensure that –
(a) all money due to the association is collected and received and
that all payments authorised by the association are made; and 29
(b) 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.
(Sub-Rule16(1) deleted and Sub-Rule 16(2) amended 11 October 2001)
CASUAL VACANCIES
17. For the purposes of these rules, a casual vacancy in the office of a
member of the board occurs if the member –
(a) dies;
(b) ceases to be a member of the association;
(c) becomes an insolvent under administration within the meaning of the
Corporations Law;
(d) resigns office by notice in writing to the secretary;
(e) is removed from office under rule 18;
(f) 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;
(g) is absent without the consent of the board from all meetings of the
board held during a period of 4 months;
(h) holds any office of profit under the association;30
(i) becomes prohibited from being a director of a company or association
by reason of any order made under the Corporations Law; or
(j) is directly or indirectly interested in any contract or proposed
contract.
( Sub-Rule 17(c) & (i) amended 21 Aug 2003)
REMOVAL OF MEMBER
18. (1) The association in a general meeting may by resolution remove any
member of the board 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)Where a member of the board 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 they 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.
MEETINGS AND QUORUM31
19 (1) The board shall meet each month at such place and time as the board
may determine.
(2) Additional meetings of the board may be convened by the president
or by any member of the board.
(3) Oral or written notice of a meeting of the board shall be given by the
secretary to each member of the board at least 48 hours (or such other
period as may be unanimously agreed upon by the members of the
board) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under clause (3) shall specify the general
nature of the business to be transacted at the meeting and no business
other than that business shall be transacted at the meeting, except
business which the board members present at the meeting
unanimously agree to treat as urgent business.
(5) Any 4 members of the board constitute a quorum for the transaction
of the business of a meeting of the board, or such greater number as
may be fixed by the board.
(6) No business shall be transacted by the board unless a quorum is
present.
(7) At a meeting of the board –
(a) the president, or in the president=s absence, the vice-president,
shall preside; or32
(b) if the president and the vice-president are absent or unwilling to
act such one of the remaining members of the board as may be
chosen by the members present at the meeting shall preside.
DELEGATION BY BOARD TO SUB-COMMITTEE
20. (1) The board may, by board resolution and instrument in writing,
delegate to one or more sub-committees (consisting of such member
or members of the association as the board thinks fit) the exercise of
such of the functions of the board as are specified in the instrument,
other than –
(a) this power of delegation; and
(b) a function which is a duty imposed on the board by the Act or by
any other law.
(2) A function the exercise of which has been delegated to a subcommittee 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 limitation as to the exercise of any function the subject
thereof, or as to time or circumstances, as may be specified in the
instrument of the delegation.
(4) Notwithstanding any delegation under this rule, the board may
continue to exercise any function delegated.33
(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 board.
(6) The board 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.
VOTING AND DECISIONS
21. (1) Questions arising at a meeting of the board or of any sub-committee
appointed by the board shall be determined by a majority of the votes
of members of the board or sub-committee present at the meeting.
(2) Each member present at a meeting of the board or any sub-committee
appointed by the board (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) subject to rule 19(5), the board may act notwithstanding any vacancy
on the board.
(4) Any act or thing done or suffered, or purporting to have been done or
suffered, by the board or by a sub-committee appointed by the board,
is valid and effectual notwithstanding any defect that may afterwards 34
be discovered in the appointment or qualification of any member of
the board or the sub-committee.
PART 1V
GENERAL MEETINGS
ANNUAL GENERAL MEETINGS
– HOLDING OF
22. (1) With the exception of the first annual general meeting of the
association, the association shall, 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) The association shall hold its first annual general meeting –
(a) within the period of 18 months after its incorporation under the
Act; and
(b) within the period of 2 months after the expiration of the first
financial year of the association.
(c) Clauses (1) and (2) have effect subject to any extension or
permission granted by the Director General under section 26(3)
of the Act.
(Sub-Rule 22(3) amended 21 Aug 2003) 35
ANNUAL GENERAL MEETINGS
– CALLING OF AND BUSINESS AT
23. (1) The annual general meeting of the association shall, subject to the Act
and to rule 22, be convened on such date and at such place and time
as the board thinks fit.
(2)In addition to any other business which may be transacted at an
annual general meeting, the business of an annual general meeting
shall be –
(a) to confirm the minutes of the last preceding annual general
meeting and of any special general meeting held since that
meeting;
(b) to receive from the board reports upon the activities of the
association during the last preceding financial year;
(c) to elect office-bearers of the association and ordinary members
of the board; and
(d) to receive and consider the statement which is required to be
submitted to members pursuant to section 26(6) of the Act.
(3) An annual general meeting shall be specified as such in the notice
convening it.
SPECIAL GENERAL MEETINGS 36
– CALLING OF
24. (1) The board may, whenever it thinks fit, convene a special general
meeting of the association.
(2) The board shall, on the requisition in writing of not less than 5% 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) shall state the purpose or purposes of the meeting;
(b) shall be signed by the members making the requisition;
(c) shall 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 board fails to convene a special general meeting to be held
within 1 month after the 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) shall be convened as nearly as practicable in
the same manner as general meetings are convened by the board and 37
any member who thereby incurs expense is entitled to be reimbursed
by the association for any expense so incurred.
NOTICE
25. (1) Except where the nature of the business proposed to be dealt with at a
general meeting requires a special resolution of the association, the
secretary shall, 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) Where the nature of the business proposed to be dealt with at a
general meeting requires a special resolution of the association, the
secretary shall, 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) No other business other than that specified in the notice convening a
general meeting shall be transacted at the meeting except, in the case
of an annual general meeting, business which may be transacted
pursuant to rule 23(2).
(4) A member desiring to bring any business before a general meeting
may give notice in writing of that business to the secretary who shall 38
include that business in the next notice calling a general meeting
given after receipt of the notice from the member.
PROCEDURE
26. (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 the meeting is considering that item.
(2) 10% of 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 if convened
upon the requisition of members shall be dissolved and in any other
case stand adjourned to the same day in the following week at the
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 not less than 15) shall constitute a
quorum.
PRESIDING MEMBER39
27. (1) The president or, in the president=s absence, the vice-president, shall
preside as chairwoman at each general meeting of the association.
(2)If the president and the vice-president are absent from a general
meeting or unwilling to act, the members present shall elect one of
their number to preside as chairwoman at the meeting.
ADJOURNMENT
28. (1) The chairwoman 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 shall be transacted at an adjourned meeting other
than the business left unfinished at the meeting at which the
adjournment took place.
(2) Where a general meeting is adjourned for 14 days or more, the
secretary shall 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.
MAKING OF DECISIONS40
29. (1) A question arising at a general meeting 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 chairwoman that a
resolution has 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 chairwoman or by not less than three members present in person
or by proxy at the meeting.
(3) Where a poll is demanded at a general meeting, the poll shall be
taken –
(a) immediately in the case of a poll which relates to the election of
the chairwoman 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 chairwoman directs, and the
resolution of the poll on the matter shall be deemed to be the
resolution of the meeting on that matter.
SPECIAL RESOLUTION
30. A resolution of the association is a special resolution if -41
(a) it is passed by a majority which comprises not less than three-
quarters of such members of the association as, being entitled
under these rules to do so, vote in person or by proxy at a
general meeting of which not less than 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
possible or 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.
(Sub-Rule 30(b) amended 21 Aug 2003)
VOTING
31. (1) Upon any question arising at a general meeting of the association a
member has one vote only.
(2) All votes shall 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 chairwoman of the meeting is entitled to exercise a second or
casting vote.42
(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.
APPOINTMENT OF PROXIES
32. (1) Each member shall be entitled to appoint another member as 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.
(2) The notice appointing the proxy shall be in the form set out in the
form attached to these rules.
(3) A member shall be entitled to instruct her proxy in favour of or
against any proposed resolution.
(4) Unless instructed otherwise, the proxy may vote as she thinks fit.
(5) The instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding poll.
PART V.
MISCELLANEOUS
INSURANCE43
34. (1) The Association shall effect and maintain insurance pursuant to
section 44 of the Act.
(2) In addition to the insurance required under clause (1), the association
may effect and maintain other insurance.
FUNDS – SOURCE
34. (1) The funds of the association shall 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 board determines.
(2) All money received by the association shall be deposited as soon as
practicable and without deduction to the credit of the association=s
bank account.
(3) The association shall, as soon as practicable after receiving any money,
issue an appropriate receipt.
FUNDS – MANAGEMENT
35. (1) Subject to any resolution passed by the association in general
meeting, the funds of the association shall be used in pursuance of the
objects of the association in such manner as the board determines.
(2) All cheques, drafts, bills of exchange, promissory notes and other
negotiable instruments shall be signed by any 2 members of the board
or employees of the association, being members or employees of the 44
association, being members or employees authorised to do so by the
board.
(3) True accounts shall be kept of the sums of money received and
expended by the association and the matters in respect of which such
receipt and expenditure take place and of the property credits and
liabilities of the association and subject to any reasonable
restrictions as to time and manner of inspecting the same that may be
imposed in accordance with the regulations for the time being of the
association shall be open to the inspection of the members.
(4) Payment may be made in good faith of remuneration to any officers or
directors 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 rules of
association 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 member of the board or
governing body of the association shall be appointed to any salaried
office of the association or any office of the association paid by fees
no remuneration or other benefit in money or money=s worth shall be
paid or given by the association to any member of such board or
governing body 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. 45
(5) The property of the association whencesoever derived, shall be
applied solely towards the promotion of the objects of the association
as set forth in this constitution of 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.
ALTERATION OF OBJECTS AND RULES
36. The statement of objects and these rules may be altered, rescinded or
added to only by a special resolution of the association.
COMMON SEAL
37. (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 board and the affixing of the common seal must
be attested by the signature either of 2 members of the board or of 1
member of the board and of the public officer or secretary.
CUSTODY OF BOOKS
38. Except as otherwise provided by these rules, the public officer must keep
in her custody or under her control all records, books and other
documents relating to the association.
INSPECTION OF BOOKS46
39. 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.
SERVICE OF NOTICES
40. (1) For the purpose of these rules, a notice may be served on or
given to a person:
(a) by delivering it to the person personally; or

(b) by sending it by pre-paid post to the address of the person;
or
(c) by sending it by facsimile transmission or some other form
of electronic transmission to an address specified by the
person for giving or serving the notice.
(2) For the purpose of these rules, a notice is taken, unless the
contrary is proved, to have been given or served:

(a) in the case of a notice given or served personally, on the
date on which it is received by the addressee; and
(b) in the case of a notice sent by pre-paid post, on the date
when it would have been delivered in the ordinary course
of post; and47
(c) in the case of notice sent by facsimile transmission or
some other form of electronic transmission, on the date it
was sent, or if the machine from which the transmission
was sent produces a report indicating that the notice was
sent on a later date, on that date.
(Rule 40 amended 21 Aug 2003)
SURPLUS PROPERTY (WINDING UP)
41. (1) At the first general meeting of the association, the association shall
pass a special resolution nominating an incorporated association as
the association in which to vest its surplus property pursuant to
section 53(2) of the Act in the event of the winding up or the
cancellation of the incorporation of the association.
(2) The incorporated association nominated shall fulfil the requirements
of Section 53(2A)(a)-(c) of the Act.

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