RULES OF THE ASSOCIATION FOR
THE CARIBBEAN ASSOCIATION OF VICTORIA (CARIBVIC)

Deed made on the date specified in item 1 of Schedule 1.

RECITALS

A. The Association has resolved to replace the existing rules of the Association with these Rules on and from the date of this document.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this document, the following words and expressions have these meanings unless the contrary intention appears:

Act means the Associations Incorporation Act 1981 (VIC).

Action Group means an action group who have been delegated authority to act on either the Executive’s or the Committee’s behalf.

AGM means the Annual General Meeting of the Association.

Annual Subscription Fee means the amount specified in item 5 of Schedule 1.

Association has the meaning given to that term in Rule 2.

Auditor means:

(a) a registered company auditor;

(b) a firm of registered company auditors;

(c) a person who is a member of CPA Australia or the Institute of Chartered Accountants in Australia; or

(d) any other person who is approved by the registrar as an auditor of the accounts of the incorporated association for the purposes of this section,

but cannot be:

(e) a Member of the Committee;

(f) an employer or employee of a Member of the Committee;

(g) a member of the same partnership as a Member of the Committee; or

(h) an employee of the Association.

Business Day means a day on which trading banks are open for general banking business in Victoria, Australia excluding Saturdays and Sundays.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Committee means the Committee of Management comprising seven Members of the Association as described in Rule 24.1.

Entrance Fee means the amount specified in item 4 of Schedule 1.

Executive means those four of the seven members of the Committee who have been elected to and are holding the positions of President, Vice-President, Secretary and Treasurer of the Association.

Financial Member means a financial member of the Association as set out in Rule 8.2(a).

Financial Year means a year commencing 1 July and ending 30 June in the following calendar year.

General Meeting means an AGM or a special General Meeting of Members convened in accordance with Rule 15.

Honorary Life Member means an honorary life member of the Association as set out in Rule 8.2(b).

Member means a member of the Association as set out in Rule 8 and includes a Financial Member and an Honorary Life Member.

Ordinary Business means the business referred to in Rule 14.7.

Ordinary Member of the Committee means a member of the Committee who is not a member of the Executive.

Ordinary Resolution means a resolution passed by a simple majority of not less than 50% of the Members of the Association who are entitled under the Rules of the Association to vote and who are present and actually vote in person at a General Meeting or, where proxies or postal votes are allowed by the Rules of the Association by proxy or postal vote. For the avoidance of doubt, votes will be determined in accordance with Rule 19.1.

Registrar means the registrar under the Act.

Regulations means regulations under the Act.

Relevant Documents means records or other documents, however compiled, recorded or stored, that relate to the incorporation and management of the Association, including membership records, accounts, accounting records and documents relating to transactions, dealings, business or property of the Association.

Resolution means an Ordinary Resolution or Special Resolution (as relevant).

Rule means each rule set out in this document and Rules means all rules set out in this document.

Secretary means:

(i) if a person holds office under these Rules as Secretary of the Association, that person; and

(j) in any other case, is the public officer of the Association.

Special Business means all business that is conducted at a special General Meeting and all business that is conducted at the AGM, except for business conducted under the Rules as Ordinary Business of the AGM.

Special Resolution means a resolution passed by a majority of not less than 75% of the Members of the Association who are entitled under the Rules of the Association to vote and who are present and actually vote in person at a General Meeting or, where proxies or postal votes are allowed by the Rules of the Association by proxy or postal vote, of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with these Rules. For the avoidance of doubt, votes will be determined in accordance with Rule 19.1.

1.2 Interpretation

In this document unless the contrary intention appears:

(a) words importing any gender includes the other gender;

(b) the singular includes the plural, and vice versa;

(c) a reference to any legislation or statutory instrument, regulation, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d) the provisions of this document are construed in accordance with the relevant statute in Victoria for the interpretation of legislation;

(e) other grammatical forms of defined words or expressions have corresponding meanings;

(f) a reference to a person includes a natural person, partnership, corporation, body corporate, association, governmental or local authority or agency or other entity;

(g) a reference to a party is to a party to this document, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;

(h) a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to this document and a reference to this document includes any schedules and annexures;

(i) where a party comprises two or more persons an agreement, representation, warranty or indemnity or other obligation:

(i) binding that party binds those persons jointly and severally; or

(ii) in favour of two or more parties is for the benefit of them jointly and severally,

and a reference to that party is a reference to any one or more of those persons;

(j) a reference to a document or agreement, including this document, includes a reference to that document or agreement as novated, supplemented, altered or replaced from time to time;

(k) headings are used for reference only and do not affect the construction of this document;

(l) all monetary amounts are in Australian currency;

(m) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this document or any part of it;

(n) a reference to time is to local time in Melbourne, Victoria; and

(o) a reference to writing includes typewriting, printing, lithography, photography, photocopy and any other method of representing or reproducing words, figures or symbols in a permanent and visible form.

1.3 Business Days

If the day on or by which a person must perform an obligation or an event must occur is not a Business Day, the person must perform the obligation or the event must occur on or by the next Business Day.

2. NAME

The name of the incorporated Association is the name set out in item 2 of Schedule 1.

3. OBJECTS

The Association will be an independent, not-for-profit organisation, non-sectarian and must not be affiliated with any political party. The objects of the Association are to:

(a) foster and promote friendship, Caribbean cultural education, understanding and good fellowship among citizens of the Caribbean and their descendants within the Australian population, former citizens of the Caribbean and the Australian population;

(b) promote welfare of its Members by every means available within the objects and power of the Association; and

(c) apply the property and income of the Association solely towards the promotion of the objects or purposes of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to Members of the Association, except in good faith in the promotion of these objects or purposes.

For the purpose of carrying out these objects, the Association will, in addition to all powers conferred by the Act, be deemed to have all the same powers as are conferred upon a company incorporated under the Corporations Act 2001 (Cth) provided that nothing herein will be constructed so as to permit a Member to make a profit from those transactions (except in good faith in the promotion of these objects or purposes).

4. POWERS

For the purpose of giving effect to its objects, the Association may:

(a) arrange meetings of its Members;

(b) arrange conferences, seminars and other meetings;

(c) sponsor community events or persons who are connected to the Association or the Caribbean to further the objects of the Association;

(d) liaise with any other bodies with similar objects;

(e) publish and distribute, or assist in publishing and distributing, any newsletter, periodical, book, article, leaflet, computer software, audio visual materials or other similar item that the Association considers desirable for the promotion of its objects;

(f) receive subscriptions from its Members;

(g) apply for and accept money and any other form of property by grant, sponsorship, gift bequest or otherwise for its objects;

(h) undertake or direct or grant sums of money from the Association’s funds in pursuit of its objects; and

(i) do all such other lawful things that are incidental to or conducive to the attainment of one or more of its objects.

5. SECRETARIAT AND OFFICE

The Association’s secretariat and office will be located at premises nominated from time to time by its AGM. Until otherwise decided, the Association’s secretariat and office will be based at the address specified in item 3 of Schedule 1.

6. ALTERATION OF THE RULES

These Rules and the statement of purposes of the Association must not be altered except in accordance with the Act.

7. MEMBER QUALIFICATION

Members of the Association are not required to have any qualifications.

8. MEMBERSHIP, ENTRANCE FEES AND SUBSCRIPTION FEES

8.1 A person is eligible to apply for membership as a Financial Member or Honorary Life Member of the Association if:

(a) he or she whose written application in the form of Schedule 2, proposed and seconded by two Members, has been approved by the Executive for that person to become a Member; and

(b) the Entrance Fee and Annual Subscription Fee payable under these Rules (if applicable under clause 8.2) have been paid in full as directed by the Executive.

The Annual Subscription Fees may be apportioned bi-annually between 1 July to 31 December and 1 January to 30 June (if so determined by the Executive). Voting rights will be determined in accordance with Rule 19.1.

8.2 Subject to Rule 8.1, admission for membership of the Association may be as follows:

(a) Financial Member

A person may become a Financial Member by applying for membership in accordance with the procedure established for that purpose from time to time by the Committee, subscribing to the objects of the Association and paying the Entrance Fee and Annual Subscription Fee. The Committee will determine whether an applicant satisfies the eligibility requirements for membership of the Association.

(b) Honorary Life Member

An Honorary Life Member is any person who has been nominated by at least two Members in writing to the Secretary and has been approved by the Committee as making an extraordinary contribution to the objects of the Association. An Honorary Life Member will enjoy all the rights and privileges of a Financial Member but will not be required to pay the Entrance Fee and Annual Subscription Fee usually required to be paid by a Financial Member. The Committee may relax the eligibility criteria for life membership in special circumstances.

8.3 An application of a person for membership must:

(a) be made in writing in the form set out in Schedule 1; and

(b) be lodged with the Secretary.

8.4 As soon as practicable after the receipt of an application, the Secretary must refer the application to the Executive.

8.5 The Executive must determine whether to approve or reject the application.

8.6 The Secretary must, within 28 days after receipt of the Entrance Fee and the Annual Subscription Fee enter the applicant’s name in the register of Members.

8.7 An applicant for membership becomes a Member and is entitled to exercise the rights of membership when his or her name is entered in the register of Members.

8.8 If the Executive rejects an application, the Secretary must, as soon as practicable, notify the applicant in writing that the application has been rejected.

8.9 The Annual Subscription Fee is payable within 180 days before the beginning of each Financial Year.

8.10 A right, privilege, or obligation of a person by reason of membership of the Association:

(a) is not capable of being transferred or transmitted to another person; and

(b) terminates upon the cessation of membership whether by death or resignation or otherwise.

9. RULES TO BE AVAILABLE TO MEMBERS

A current standing copy of the Rules is to be available to the Members of the Association in accordance with section 28 of the Act.

10. REGISTER OF MEMBERS

10.1 The Secretary must keep and maintain a register of Members containing:

(a) the full name, email address and mailing address of each Member; and

(b) the date on which each Member’s name was entered in the register.

10.2 The register is available for inspection free of charge by any Member upon request.

10.3 A Member may make a copy of entries in the register.

10.4 It is the responsibility of each Member to ensure that they advise the Secretary of their current address.

11. CEASING MEMBERSHIP

11.1 A Member who has paid all moneys due and payable by a Member to the Association may resign from the Association by giving written notice to the Secretary of his or her intention to resign.

11.2 The Secretary will record in the register of Members, the date on which the notice referred to in Rule 11.1 is received. The date recorded will become the date on which the Member ceased to be a Member.

11.3 A Member who fails to make payment of his or her Annual Subscription Fee by the date which is 60 days after the due date for payment of the subscription will thereupon cease to be a Member of the Association. Notwithstanding any other clause, if a person wishes to become a Member again they will have to reapply in accordance with the terms of these Rules and pay the Entrance Fee and Annual Subscription Fee (as applicable at such time).

12. TERMINATION OF MEMBERSHIP

Membership of the Association may be terminated upon:

(a) receipt by the Secretary or another Committee member of a notice in writing from a Member of his or her resignation from the Association. Such person remains liable to pay to the Association the amount of any subscription due and payable by that person to the Association but unpaid at the date of termination; or

(b) non-payment by a Member of his or her subscription within 90 days of the date fixed by the Committee for subscriptions to be paid, unless the Committee decides otherwise in accordance with Rule 11.3; or

(c) expulsion of a Member in accordance with Rule 13.

13. DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS

13.1 Subject to these Rules, if the Committee is of the opinion that a Member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming of a Member or prejudicial to the interests of the Association, including conduct which:

(a) is slanderous against the Association or any member of the Committee, or

(b) brings the Association into disrepute,

the Committee may by Resolution:

(c) fine that Member an amount not exceeding $100.00;

(d) suspend that Member from membership of the Association for a specified period (in accordance with the requirements of Rules 13.2 to 13.6); or

(e) expel that Member from the Association (in accordance with the requirements of Rules 13.2 to 13.6).

13.2 If the Committee considers that a Member should be suspended or expelled from membership of the Association because his or her conduct is detrimental to the interests of the Association, the Committee must cause to be given to the Member a written notice:

(a) setting out the Resolution of the Committee and the grounds or particular conduct on which it is based;

(b) stating the date (being no later than 21 days after the notice has been given to that Member), place and time of that meeting;

(c) stating that the Member, or his or her representative, may address the Committee at that meeting at which the question of his or her suspension or expulsion will be decided; and

(d) informing the Member that he or she may do one or both of the following:

(i) attend that meeting; or

(ii) give to the Secretary before the date of that meeting a written statement seeking the revocation of the Resolution.

13.3 At the Committee meeting referred to in a notice communicated under Rule 13.2, the Committee may, having afforded the Member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, suspend or expel or decline to suspend or expel that Member from membership of the Association and must, forthwith after deciding whether or not to suspend or expel that Member, communicate that decision in writing to that Member.

13.4 Subject to Rule 13.6, a Member has his or her membership suspended or ceases to be a Member 14 days after the day on which the decision to suspend or expel a Member is communicated to him or her under Rule 13.3.

13.5 A Member who is suspended or expelled under Rule 13.3 must, if he or she wishes to appeal against that suspension or expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in Rule 13.4.

13.6 When notice is given under Rule 13.5:

(a) the Association in a General Meeting, must either confirm or set aside the decision of the Committee to suspend or expel the Member, after having afforded the Member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association in the General Meeting; and

(b) the Member who gave that notice is not suspended or does not cease to be a Member unless and until the decision of the Committee to suspend or expel him or her is confirmed under this sub-Rule.

14. ANNUAL GENERAL MEETINGS

14.1 The Association will hold an AGM in every calendar year within 4 months after the end of the Association’s Financial Year or such longer period as may in a particular case be allowed by the Commissioner under the Act (except for the first AGM which may be held at any time within 18 months after incorporation).

14.2 The Committee may determine the date, time and place of the AGM of the Association.

14.3 Notice of the AGM will be sent by the Secretary to each Member at least 14 days or, if a Special Resolution has been proposed, 21 days before the date of the AGM. The notice convening the AGM must specify:

(a) that the meeting is an AGM;

(b) the place, date and time of the AGM; and

(c) the nature of the business to be transacted at the AGM.

14.4 Notice may be sent:

(a) by facsimile transmission or electronic transmission; or

(b) if the Member requests, by prepaid post to the address appearing in the register of Members.

14.5 No business other than that set out in the notice convening the meeting may be conducted at the meeting.

14.6 A Member intending to bring any business before a meeting may notify the Secretary in writing or by electronic transmission. The Secretary must include that business in the next notice calling an AGM if it has been received at least 24 hours prior to the notice being sent in accordance with the Rules.

14.7 The Ordinary Business of the AGM is to:

(a) confirm the minutes of the previous AGM and of any General Meeting held since that meeting;

(b) elect the Executive officers and the Committee members;

(c) receive and consider reports from the Committee upon the transactions of the Association during the last preceding Financial Year; and

(d) to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.

14.8 The AGM may conduct any Special Business of which notice has been given in accordance with these Rules.

14.9 A question arising at the AGM will be determined on a show of hands and, unless before or on the declaration of the show of hands a poll by way of ballot is demanded, a declaration by the person presiding that a Resolution has, on a show of hands, been carried by a particular majority or not been carried, an entry to that effect in the minute book of the Association, is evidence of the fact without proof of the number of the votes recorded in favour or against that Resolution.

14.10 Both Financial Members and Honorary Life Members may vote at an AGM in person or by proxy. Upon a show of hands each Member present will have one vote and upon a poll by way of ballot each Member present or by proxy will have one vote.

14.11 The proxy-appointing instrument must be received by email or mail by the Secretary (or other person specified in the notice convening the meeting) at least 48 hours before the AGM. The instrument must be in writing signed by the appointor in the form set out in Schedule 3.

15. SPECIAL GENERAL MEETINGS

15.1 In addition to the AGM, any other General Meetings may be held in the same year. All General Meetings other than the AGM are special General Meetings.

15.2 If, but for this Rule 15, more than 15 months would elapse between AGMs, the Committee must convene a special General Meeting before the expiration of that period.

15.3 The Committee may convene a special General Meeting:

(a) whenever it thinks fit; or

(b) on the request in writing of Members representing not less than ten per cent of the total number of Members, convene a special General Meeting of the Association.

15.4 The request for a special General Meeting must:

(a) state the objects of the meeting;

(b) be signed by the Members requesting the meeting; and

(c) be sent to the address of the Secretary.

15.5 Notice of the special General Meeting must be sent by the Secretary to each Member at least 14 days or, if a Special Resolution has been proposed, 21 days before the date of the special General Meeting. The notice convening the AGM must specify:

(a) that the meeting is a special General Meeting;

(b) the place, date and time of the special General Meeting; and

(c) the nature of the business to be transacted at the special General Meeting.

15.6 Notice may be sent:

(a) by facsimile transmission or electronic transmission; or

(b) if the Member requests, by prepaid post to the address appearing in the register of Members.

15.7 No business other than that set out in the notice convening the special General Meeting may be conducted at the special General Meeting.

15.8 If the Committee does not cause a special General Meeting to be held within one month after the date on which the request is sent to the address of the Secretary, the Members making the request, or any of them, may convene a special General Meeting to be held not later than three months after that date.

15.9 If a special General Meeting is convened by Members in accordance with this Rule, it must be convened and conducted (including the requirement for a quorum) in the same manner so far as possible as the AGM and all reasonable expenses incurred in convening the special General Meeting must be refunded by the Association to the persons incurring the expenses.

16. QUORUM AT GENERAL MEETINGS

16.1 The quorum of a General Meeting will be fifteen percent of the total number of Members on the register, present in person or by proxy.

16.2 No item of business may be conducted at a General Meeting unless a quorum of Members entitled under these Rules to vote is present in person or by proxy at the time when the meeting is considering that item.

17. PRESIDING AT GENERAL MEETINGS

17.1 The President, or in the President’s absence, the Vice-President, will preside as chairperson at each General Meeting of the Association.

17.2 If the President and the Vice-President are absent from a General Meeting, or are unable to preside, the Members present must select one of their number to preside as chairperson.

18. ADJOURNMENT OF GENERAL MEETINGS

18.1 The person presiding may, with the consent of a majority of Members present at the meeting, adjourn the General Meeting from time to time and place to place.

18.2 No business may be conducted at an adjourned General Meeting other than the unfinished business from the General Meeting that was adjourned.

18.3 If a General Meeting is adjourned for 14 days or more, notice of the adjourned General Meeting must be given in accordance with Rule 14.3.

18.4 Except as provided in Rule 18.3 it is not necessary to give notice of an adjourned meeting or of the business to be conducted at an adjourned meeting.

19. VOTING AT GENERAL MEETINGS

19.1 Notwithstanding any other Rule, upon any question arising at a General Meeting of the Association, a Financial Member and an Honorary Life Member (if they are over the age of eighteen years) has one vote only.

19.2 All votes must be given personally or by proxy.

19.3 In the case of an equality of voting on a question, the question will not be passed.

19.4 A Member is not entitled to vote at a General Meeting unless all moneys due and payable by the Member to the Association have been paid, other than the amount of the Annual Subscription Fee payable in respect of the current Financial Year.

20. POLL AT GENERAL MEETINGS

20.1 If at a meeting a poll by way of ballot on any question is demanded by not less than three Members, it must be taken at that meeting in such manner as the chairperson may direct and the Resolution of the poll will be deemed to be a Resolution of the meeting on that question. For the avoidance of doubt, votes will be determined in accordance with Rule 19.1.

20.2 A poll by way of ballot that is demanded on the election of a chairperson or on a question of an adjournment must be taken immediately and a poll by way of ballot that is demanded on any other question must be taken at such time before the close of the meeting as the chairperson may direct.

21. MANNER OF DETERMINING WHETHER RESOLUTION CARRIED

21.1 If a question arising at a General Meeting of the Association is determined on a show of hands and a declaration by the chairperson that a Resolution has:

(a) been carried unanimously;

(b) been carried by a particular majority (depending on whether it is in respect of an Ordinary Resolution or Special Resolution); or

(c) not been passed,

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.

22. PROXIES

22.1 Each Member is entitled to appoint another Member as a proxy by notice in the form set out in Schedule 3 received by email or mail by the Secretary no later than 48 hours before the time of the General Meeting in respect of which the proxy is appointed. That proxy may attend, and vote on behalf of the appointing Member at, any General Meeting. For the avoidance of doubt, votes will be determined in accordance with Rule 19.1.

23. DISCLOSURE OF INTEREST

23.1 Any Members of the Committee who have a direct or indirect pecuniary interest in any contract or arrangement made, or proposed to be made, with the Association must:

(a) as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; and

(b) not take part in any deliberations or decision of the Committee with respect to that contract,

except if that pecuniary interest exists only by virtue of the fact that the Member of the Committee is a member of a class of persons for whose benefit the Association is established.

23.2 Rule 23.1(a) does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the Member of the Committee is an employee of the Association.

23.3 No Members of the Association will vote as Members of the Association in respect of any contract or arrangement, or proposed to be made, in which they are so interested as aforesaid. If Members do so vote then their votes will be disregarded.

23.4 All declarations of interest under this clause must be recorded in the minutes.

24. COMMITTEE

24.1 The Committee will consist of:

(a) the officers of the Association; and

(b) three Members,

each of whom will be elected or appointed in accordance with these Rules.

24.2 Subject to these Rules, the affairs of the Association will be managed by the Committee.

24.3 The Committee:

(a) will control and manage the business and affairs of the Association;

(b) may, subject to these Rules, the Act and the Regulations, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by General Meetings of the Members of the Association or by the Executive; and

(c) subject to these Rules, the Act and the Regulations, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.

24.4 The provisions of Rule 26, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to the Committee referred to in Rule 24.1.

24.5 Subject to these Rules, each Ordinary Member of the Committee will hold office from the date of election until the next AGM following the date of election. Each Member of the Committee is eligible for re-election.

24.6 In the event of a casual vacancy occurring in the office of an Ordinary Member of the Committee, the Committee may appoint a Member of the Association to fill the vacancy and the Member appointed must hold office, subject to these Rules, until the conclusion of the AGM next following the date of the appointment.

25. EXECUTIVE / OFFICE HOLDERS

25.1 The officers of the Association, which comprise the Executive, will be:

(a) a President;

(b) a Vice-President;

(c) a Treasurer; and

(d) a Secretary,

and the Secretary will be the public officer of the Association (unless precluded from holding that office by virtue of his or her place of residence, in which case the Executive will nominate another officer for the appointment).

25.2 The provisions of Rule 26, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices referred to in Rule 25.1.

25.3 In the event of a casual vacancy occurring in any office referred to in Rule 25.1, the Executive may appoint a Member of the Association to fill the vacancy and the Member appointed must hold office, subject to these Rules, until the conclusion of the AGM next following the date of the appointment..

25.4 The Committee may co-opt up to four other Members of the Association who can play a valuable role in the Association but such Members will not be members of the Executive.

26. ELECTION OF THE COMMITTEE AND EXECUTIVE

26.1 Nominations of candidates for election as Executive (officers of the Association) or as Ordinary Members of the Committee must be:

(a) made in writing, signed by two Members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

(b) delivered to the Secretary of the Association not less than 7 days before the date fixed for the holding of the AGM.

26.2 At least four weeks’ notice of the nomination deadline must be given to Members.

26.3 A candidate must have been a current Financial Member of the Association and has paid all fees owing to the Association (unless the Committee determines otherwise).

26.4 A candidate may only be nominated for one office of the Association, or as an Ordinary Member of the Committee, prior to the AGM.

26.5 If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated will be deemed to be elected and further nominations may be received at the AGM.

26.6 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated will be deemed to be elected.

26.7 If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held, with a voting system prescribed by the Committee.

26.8 Subject to these Rules, each Member of the Committee and Executive will hold office until the next AGM after the date of the election. A member of the Committee and Executive may be re-elected for an additional term.

27. VACANCIES

The office of an officer of the Association, or of an Ordinary Member of the Committee, becomes vacant if the officer or Member:

(a) ceases to be a Member of the Association;

(b) absents themselves for four consecutive meetings of the Committee without reasons or reasons unacceptable by the Executive;

(c) becomes an insolvent under administration within the meaning of the Corporations Act 2001 (Cth); or

(d) resigns from office by notice in writing given to the Secretary.

28. MEETINGS OF THE COMMITTEE AND THE EXECUTIVE

28.1 The Committee must meet, unless otherwise determined, at least once every two months at such places and such times as the Executive (subject to direction by a majority of the Committee) may determine. Special meetings of the Committee may be convened at any time by the President or by any four Members of the Committee.

28.2 The Executive will meet at such times as it determines.

28.3 Committee and Executive meetings may be conducted by telephone conferences or electronic mail communications, provided that:

(a) no member of the Executive (as the case may be) requires the convening of a formal meeting; and

(b) an adequate record is kept by the Secretary of any final decisions made by the Committee or the Executive (as the case may be) when it transacts business in that way.

29. NOTICE OF COMMITTEE AND EXECUTIVE MEETINGS

29.1 Written notice of each Committee or Executive meeting must be given to each Member of the Committee or Executive (respectively) at least two Business Days before the date of the meeting.

29.2 Written notice must be given to Members of the Committee or Executive (as relevant) of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting.

30. NOTICE TO MEMBERS

30.1 Any notice that is required to be given to a Member, by or on behalf of the Association, under these Rules may be given by:

(a) delivering the notice to the Member personally;

(b) facsimile transmission;

(c) electronic transmission; or

(d) sending it by prepaid post addressed to the Member at that Member’s address shown in the register of Members, if the Member has requested that the notice be given to him or her in this manner;

30.2 The accidental omission to give any notice of meeting required by these Rules will not invalidate the proceedings to which such notice requires provided such notice was sent to at least 90% of the Members of the Association that were required to be notified and a majority vote was passed at such meeting to the effect that the proceedings should be validated.

31. VOTING AT COMMITTEE OR EXECUTIVE MEETINGS

31.1 Questions arising at a meeting of the Committee or the Executive, will be determined on a show of hands or, if a Member requests, by a poll by way of ballot taken in such manner as the person presiding at that meeting may determine.

31.2 Each Member present at a meeting of the Committee or the Executive (including the person presiding at the meeting), is entitled to one vote and, in the event of an equality of votes on any question, the motion will not be passed.

32. QUORUM FOR COMMITTEE OR EXECUTIVE MEETINGS

32.1 Any four Members of the Committee including at least one non-Executive Member constitute a quorum for the conduct of the business of a meeting of the Committee.

32.2 Any three Members of the Executive constitute a quorum for the Executive.

32.3 No business may be conducted unless a quorum is present.

32.4 If within half an hour of the time appointed for the meeting a quorum is not present:

(a) in the case of a special meeting, the meeting lapses; and

(b) in any other case, the meeting will stand adjourned to the same place and the same time and day in the following week.

32.5 The Committee or the Executive (as relevant) may act notwithstanding any vacancy on the Committee or the Executive (respectively).

33. PRESIDING AT COMMITTEE OR EXECUTIVE MEETINGS

At meetings of the Committee or the Executive (as relevant):

(a) the President or, in the President’s absence, the Vice-President presides; or

(b) if the President and the Vice-President are absent, or are unable to preside, the Members present must choose one of their number to preside.

34. POWERS OF THE COMMITTEE OR THE EXECUTIVE

The Association will have the power to delegate decisions concerning the management of the Association. The Committee and/or the Executive may decide to delegate certain of its management responsibilities by appointing an Action Group to perform specified tasks and those Action Groups may comprise Members who may but need not be Members of the Committee and/or the Executive. Notwithstanding any other clause, a meeting of any Action Group, will be determined on a majority show of hands or, if a member requests, by a poll by way of ballot taken in such manner as the person presiding at that meeting may determine.

35. REMOVAL OF COMMITTEE OR EXECUTIVE MEMBER

35.1 The Association in a General Meeting may, by Ordinary Resolution, remove any Member of the Committee before the expiration of the Member’s term of office and appoint another Member in his or her place to hold office until the expiration of the term of the first-mentioned Member.

35.2 A Member who is the subject of a proposed Resolution referred to in Rule 35.1 may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the Members of the Association.

35.3 The Secretary or the President may give a copy of the representations to each Member of the Association or, if they are not so given, the Member may require that they be read out at the meeting.

36. MINUTES OF MEETINGS

The Secretary of the Association must keep minutes of the Resolutions and proceedings of each General Meeting, and each Committee and Executive meeting, together with a record of the names of persons present at each Committee and Executive meeting.

Minutes of Committee and Executive meetings must be circulated to all Committee and Executive members (respectively) within six weeks of the meeting.

37. FUNDS

37.1 The funds of the Association will be derived from annual subscriptions, donations and such other sources as the Committee determines.

37.2 The Committee must open bank accounts in the name of the Association into which all monies must be paid as soon as possible after they are received.

37.3 The Treasurer of the Association or his duly authorised delegate must:

(a) collect and receive all moneys due to the Association and make all payments authorised by the Association;

(b) keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association;

(c) present a statement of receipts and payments from the general account together with a bank passbook or bank statement before the Executive at each ordinary meeting; and

(d) present a statement of receipts and payments covering all the financial transactions of the Association and a balance sheet as at 30 June, all duly audited to the AGM.

37.4 No payment will be made from Association funds otherwise than by, cheque drawn on the Association’s bank accounts or, electronic funds transfer except with the authority of the Executive.

37.5 All expenditures must be approved or ratified by the Executive.

37.6 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two Members of the Executive.

37.7 All income and property of the Association must be applied solely towards the promotion of the objects of the Association. No portion of the income or property may be paid or transferred in any way to persons who are or have been Members of the Association.

37.8 This Rule does not preclude payment in good faith of reasonable and proper remuneration to any person or body for services rendered or goods supplied to the Association.

38. CUSTODY AND INSPECTION OF BOOKS AND RECORDS

38.1 Except as otherwise provided in these Rules, the Secretary must keep in his or her custody or under his or her control all books, documents and securities of the Association.

38.2 All accounts, books, securities and any other Relevant Documents of the Association must be available for inspection free of charge by any Member upon request.

38.3 A Member may make a copy of any accounts, books, securities and any other Relevant Documents of the Association.

39. AUDIT OF ACCOUNTS

39.1 If the accounts are not required to be audited by the Auditor under the Act, the Association may appoint an Auditor to perform the duties outlined in the Act if:

(a) a Special Resolution is passed by the Members to appoint an auditor; or

(b) a majority vote is passed by the Committee to appoint an auditor,

in respect of the relevant Financial Year.

39.2 The accounts of the Association must be examined by the Auditor in accordance with the Act.

39.3 If an Auditor has been appointed, the Auditor must certify as to the correctness of the financial statements and must report on them at the AGM.

40. WINDING UP

40.1 In the event of voluntarily winding up, the Association is subject to the procedure set out in the Act.

40.2 In the event of the winding up or the cancellation of the incorporation of the Association:

(a) each Member is liable to contribute to the payment of the liabilities of the Association and the cost of winding up; and

(b) the assets of the Association must be disposed of in accordance with the provisions of the Act.

40.3 Liability for contribution will:

(a) apply while the Member remains a Member and for one year afterwards;

(b) apply only to such liabilities contracted before the Member ceased to be a Member; and

(c) not exceed an amount equal to the Annual Subscription Fee for the Association for the last complete Financial Year prior to the date of the winding up.

41. DISTRIBUTION OF ASSETS

41.1 Subject to the Act and Rule 41.2, after the winding up or dissolution of the Association and the payment of all its liabilities, if any property or funds remain they will not be paid to or distributed among the Members of the Association but will be given or transferred to:

(a) another Association having similar objects to the objects of the Association (which prohibits the distribution of its income and property to its members); or

(b) or to a charity in existence at or before the time of dissolution or winding up, and

determined by the Members of the Association by Special Resolution. If a Special Resolution is not made then such payment on distribution must be determined by a Judge of the Supreme Court.

41.2 The assets, income and property of the Association must not be disposed of until one year from the date of winding up or dissolution of the Association. The assets, income and property of the Association prior to the final disposal must be administered by a trustee or trustees appointed at the meeting in which the Special Resolution of dissolution was passed.

42. DISPUTES AND MEDIATION

42.1 The grievance procedure set out in this Rule 42 applies to disputes under these Rules between:

(a) a Member and another Member; or

(b) a Member and the Association; or

(c) if the Association provides services to non-Members, those non-Members who receive services from the Association, and the Association.

42.2 The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.

42.3 If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.

42.4 The mediator must be:

(a) a person chosen by agreement between the parties; or

(b) in the absence of agreement

(i) in the case of a dispute between a Member and another Member, a person appointed by the Committee of the Association;

(ii) in the case of a dispute between a Member or relevant non-Member (as defined by Rule 42.1(c)) and the Association, a person who is a mediator appointed to, or employed with, a not for profit organisation.

42.5 A Member of the Association can be a mediator.

42.6 The mediator cannot be a Member who is a party to the dispute.

42.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

42.8 The mediator, in conducting the mediation, must:

(a) give the parties to the mediation process every opportunity to be heard;

(b) allow due consideration by all parties of any written statement submitted by any party; and

(c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

42.9 The mediator must not determine the dispute and the mediation must be confidential and without prejudice.

42.10 If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

SCHEDULE 1 – PARTICULARS

1. Date of this document:

2. Name of Association:
The Caribbean Association of Victoria (CaribVic)
3. Address of Association:
PO Box 1321, Kensington, VIC 3031
4. Entrance Fee:
$5.00 once off entrance fee payable to become a Member where the applicant was not a Member in the previous Financial Year (which may be amended from time to time at the AGM)

5. Annual Subscription Fee:
Financial Member: $15/year (which may be amended from time to time at the AGM)

SCHEDULE 2 – APPLICATION FOR MEMBERSHIP TO THE CARIBBEAN ASSOCIATION OF VICTORIA (CARIBVIC)

I,

Name:

Address:

Phone:

Fax:

Mobile:

Email:

Notices:

I agree to all communication from the Association to be made by facsimile or electronic transmission according to the details kept in the register of Members unless I have checked the box to the left in which case all notices are to be sent to me by prepaid post (at my expense).

I also acknowledge at all times it is my responsibility to ensure that such details in the register of Members are complete and accurate.

desire to become a Member of The Caribbean Association of Victoria (CaribVic).

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:

NOMINATION

The following Members of the Association nominate the applicant, who is personally known to the proposer and seconder (described below), for membership of the Association.

Proposer’s Name:

Seconder’s Name:

Proposer’s Signature:

Seconder’s Signature:

Date:

Date:

SCHEDULE 3 – FORM OF APPOINTMENT OF PROXY

Name:

Address:

being a Member of The Caribbean Association of Victoria (CaribVic), appoint

Name:

Address:

being a Member of the Association, as my proxy to vote for me on my behalf at the Annual/special* General Meeting of the Association to be held at the meeting described below (or any adjournment of such meeting):

Date of meeting:

Place of meeting:

My proxy is authorised to vote in favour of/against* the following resolution:

Details of resolution:

Signed
Date:

*Delete if not applicable

SCHEDULE 4 – ACTION GROUP GUIDELINES

1. EXECUTIVE DELEGATION

In the case of the Executive delegating its authority to an Action Group the following guidelines are to apply:

Name of Action Group:
[Insert Name of Action Group]

Authority of Action Group:
[Specify the limits of the authority of the Action Group. That is, are they advisory only? Specify when they can make decisions or take action without the specific approval of the Executive. Can the Action Group make decisions about particular matters or can they only make proposals or recommendations to the Executive.
Remember: Even when decisions are delegated to an Action Group, the Executive remains ultimately accountable]

Duties of Action Group:
[List]

Delegation by:
The Executive.

Rules:
Members of the Action Group are bound by the Rules of the Caribbean Association of Victoria (CaribVic), these guidelines and directions issued in writing to them by the Executive. Members of the Action Group must not prejudge or show bias in any matter and must declare personal interests at the start of every Action Group meeting.

Appointment of Members of Action Group:
Members of the Action Group will initially be [Name], [Name] and [Name] and any additional person(s) appointed from time to time by the Executive.

Chairperson of the Action Group:
The chairperson of the Action Group will initially be [Name] and any replacement person(s) appointed from time to time by the Executive

Duration of appointment:
[One year from the date of appointments] with reappointments for further terms by the Executive.

Frequency of Action Group meetings:
Frequency of Action Group meetings is to be determined by the Chairperson of the Action Group and the Action Group members by way of majority vote

Decision of Action Group:
A meeting of any Action Group, will be determined on a majority show of hands or, if a member requests, by a poll by way of ballot taken in such manner as the person presiding at that meeting may determine.

[Choose one of the below:]
The chairperson of the Action Group may vote on all issues.
[or]
The chairperson of the Action Group doesn’t vote on any issue except in the event of a tie.
Record of meetings:
The chairperson of the Action Group will take or authorize another person to take minutes of each Action Group meeting. The minutes are to be circulated with [2] weeks of the meeting being held.

Reporting to the Executive:
The chairperson of the Action Group will report to the Executive orally within [1] week of each Action Group meeting unless the Executive has requested a written report be tendered. The Action Group will seek to reach a consensus on any matter examined and will report it to the Executive. If agreement cannot be reached on a question, the differing views together with their supporting rationales shall be reported. A copy of all minutes for each Action Group meeting will be provided to the Executive at the same time they are circulated to the Action Group members.

Quorum:
Two Action Group members

Expenses:
Notwithstanding any other rule, the Action Group is responsible for all expenses incurred from its fundraising activities unless prior written authority to incur those expenses has been given by the Treasurer.

Money received:
All money received by the Action Group must be deposited in an account, approved by the Executive, in the name of the Association.
Amendment to guidelines:
These guidelines may be amended from time to time with the written consent of the Executive.

Disband, reorganise or wind up:
The Action Group will be responsible in all its actions to the Executive which will have the right to disband, reorganise or wind up affairs of the Action Group at any time by providing each member of the Action Group with one weeks written notice.
Special conditions:
[List]

__________________________
Date approved

__________________________
President

__________________________
Action Group chairperson

2. COMMITEE DELEGATION

In the case of the Committee delegating its authority to an Action Group the following guidelines are to apply:

Name of Action Group:
[Insert Name of Action Group]

Authority of Action Group:
[Specify the limits of the authority of the Action Group. That is, are they advisory only? Specify when they can make decisions or take action without the specific approval of the Committee. Can the Action Group make decisions about particular matters or can they only make proposals or recommendations to the Committee.
Remember: Even when decisions are delegated to an Action Group, the Committee remains ultimately accountable]

Duties of Action Group:
[List]

Delegation by:
The Committee.

Rules:
Members of the Action Group are bound by the Rules of the Caribbean Association of Victoria (CaribVic), these guidelines and directions issued in writing to them by the Committee. Members of the Action Group must not prejudge or show bias in any matter and must declare personal interests at the start of every Action Group meeting.

Appointment of Members of Action Group:
Members of the Action Group will initially be [Name], [Name] and [Name] and any additional person(s) appointed from time to time by the Committee.

Chairperson of the Action Group:
The chairperson of the Action Group will initially be [Name] and any replacement person(s) appointed from time to time by the Committee

Duration of appointment:
[One year from the date of appointments] with reappointments for further terms by the Committee.

Frequency of Action Group meetings:
Frequency of Action Group meetings is to be determined by the Chairperson of the Action Group and the Action Group members by way of majority vote

Decision of Action Group:
A meeting of any Action Group, will be determined on a majority show of hands or, if a member requests, by a poll by way of ballot taken in such manner as the person presiding at that meeting may determine.

[Choose one of the below:]
The chairperson of the Action Group may vote on all issues.
[or]
The chairperson of the Action Group doesn’t vote on any issue except in the event of a tie.
Record of meetings:
The chairperson of the Action Group will take or authorize another person to take minutes of each Action Group meeting. The minutes are to be circulated with [2] weeks of the meeting being held.

Reporting to the Committee:
The chairperson of the Action Group will report to the Committee orally within [1] week of each Action Group meeting unless the Committee has requested a written report be tendered. The Action Group will seek to reach a consensus on any matter examined and will report it to the Committee. If agreement cannot be reached on a question, the differing views together with their supporting rationales shall be reported. A copy of all minutes for each Action Group meeting will be provided to the Committee at the same time they are circulated to the Action Group members.

Quorum:
Two Action Group members

Expenses:
Notwithstanding any other rule, the Action Group is responsible for all expenses incurred from its fundraising activities unless prior written authority to incur those expenses has been given by the Treasurer.

Money received:
All money received by the Action Group must be deposited in an account, approved by the Committee, in the name of the Association.
Amendment to guidelines:
These guidelines may be amended from time to time with the written consent of the Committee.

Disband, reorganise or wind up:
The Action Group will be responsible in all its actions to the Committee which will have the right to disband, reorganise or wind up affairs of the Action Group at any time by providing each member of the Action Group with one weeks written notice.
Special conditions:
[List]

__________________________
Date approved

__________________________
President

__________________________
Action Group chairperson

EXECUTED as a deed.

We, the undersigned, being each a Member of the Executive, confirm that the former rules of the Association have been replaced in their entirety by the Rules set out in this document by way of Special Resolution on the date specified in item 1 of Schedule 1.

__________________________
President
Roger Phillips
Dated:August 2014

__________________________
Vice-President
Asif Jan

Dated: August 2014

__________________________
Treasurer
Joe Singh
Dated: August 2014

__________________________
Secretary
Pat Thomas
Dated: August 2014

© Copyright Lloyd Meridian Legal 2012

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