Mary Valley Heritage Railway

Rules of the MVHRMA


MARY VALLEY HERITAGE RAILWAY MUSEUM

ASSOCIATION INCORPORATED MODEL RULES
Includes amendments to June 2011

NAME

1        Interpretation
(1)       In these rules—
          Act means the Associations Incorporation Act 1981.
present
(a)       at a management committee meeting, see rule 23(6); or
(b)       at a general meeting, see rule 37(2).
(2)       A word or expression that is not defined in these model rules, but is defined in the Act has, if the context permits, the meaning given by the Act.

2        Name
(1)        The name of the incorporated association is MARY VALLEY HERITAGE RAILWAY MUSEUM ASSOCIATION INCORPORATED (the association).

3        Objects
(1)        The objects of the association are—

  • to establish and operate a Railway Museum at Gympie and to establish and operate a Heritage Railway Service upon the Mary Valley Branch Railway line from Gympie or other designated Queensland Rail Line;
  • in furtherance o the objects of the Railway Museum to make available to the public a Heritage Railway Service to be used by the public according to conditions set by the Association;
  • to acquire by purchase, lease or otherwise, lands and property of any tenure or any interest in the same for use of the aforesaid Museum and Heritage Railway Service;
  • to erect, maintain and construct buildings or works of any description on any lands under the control of the Association or otherwise and generally to deal with and improve the property of the Association;
  • to sell, lease, mortgage or dispose of any property of the Association;
  • to operate the aforesaid Museum and Heritage Railway service and to carry out all necessary acts in furtherance of and pursuant to the carrying out of that service;
  • to further the preservation and maintenance of moveable cultural heritage and the undertaking of actions in this regard;
  • to provide opportunities for training and employment in and through the activities of the Association to ensure a trained workforce is available to meet the objects of the Association.

4        Powers
(1)        The association has the powers of an individual.
(2)        The association may,

  • Subscribe to, become a member of and cooperate with any other association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Association provided that the Association shall not subscribe to or support with its funds any club, association or organisation which does not prohibit the distribution of its income and property among its members to an extent that at least as great as that imposed on the Association under or by virtue of Rule 44.2  
  • In furtherance of the objects of the Association buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Association’s premises;
  • Purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings easements or property, real and personal, and any rights pr privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Association: Provided that in case the Association shall take or hold any property which may be subject to any trusts the Association shall only deal with the same in such manner as is allowed by law having regard to such trusts;
  • Enter into any arrangements with any  Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association; 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;
  • 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;
  • Remunerate any person or body corporate for services rendered, or to be rendered, and whether by way of brokerage or otherwise in placing or assisting to place or guaranteeing the placing of any unsecured notes, debentures or other securities of the incorporated association, or in or about the incorporated association or promotion of the incorporated association or in the furtherance of its objects;
  • Construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, 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;
  • Invest and deal with the money of the Association not immediately required in such manner as may from time to time be thought fit;
  • Take or otherwise acquire and hold shares, debentures or other securities of any company or body corporate;
  • In furtherance of the objects of the Association lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate.
  • Borrow or raise money either alone or jointly with any other person or legal entity in such manner as may be thought proper and whether upon fluctuation advance account or overdraft or otherwise to represent of secure any moneys and further advances borrowed or to be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge lien or other security upon the whole of any part of the incorporated association’s property or assets present of future and to purchase, redeem or pay-off any such securities;
  • Draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;
  • In furtherance of the objects of the Association 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;
  • Take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the 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;
  • Take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Association’s but subject always to the proviso in 4 (2) (d)  
  • Take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise;
  • Print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects;
  • Make donations for patriotic, charitable or community purposes;
  • Transact any lawful business in aid of the Commonwealth of Australia in the prosecution of any war in which the Commonwealth of Australia is engaged;
  • do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.

5        Classes of members
(1)        The membership of the association consists of the following classes of memberships:
(a)        An ordinary member is defined as a person who
       (i)  pays the designated membership fee
       (ii)  has a membership application approved by the Management Committee
                                           (iii) agrees to abide by the rules of the Association
(b)        An ‘Honorary Member’ is defined as a person who
(i)   has paid a fee to gain admission to a social function held by the Association, or
(ii)  Is a volunteer employee of the Association travelling to, from or attending voluntary employment activities with the Association and that person is not a member of any of the other classes of membership.  Such person shall be an honorary member for the duration of the activities specified.
(iii) is not required to pay a membership fee.
 (c)       A ‘Life Member’ is defined as an ordinary member who
               (i)      has been elected at a meeting of the Management Committee as a ‘life member’ for outstanding and meritorious service to the Association
               (ii)      agrees to abide by the rules of the Association
              (iii)      has full voting rights
              (iv)     is not required to pay a membership fee
 (d)       An ‘Incorporated Member” is:
                        (i)     An Incorporated Association,
                        (ii)    represented by a member of that association,
                        (iii)   agrees to abide by the rules of the Association,
                        (iii)   pays the designated membership fee, and
                        (iv)  has a membership application approved by the Management  
                               Committee as per rule 7-9.
(e)        A ‘Gifted Member’ is:
                        (i) an organisation or a person as determined by a General Meeting of
                            the MVHRMA to have this class of membership,
            (a) represented by a member of that association in the case of an incorporated organisation membership,
                        (ii)  agrees to abide by the rules of the Association,
                        (iii)  is not required to pay membership fees.
(2)        The number of ordinary members is unlimited.
(3)        Ordinary members, gifted members, incorporated member and life members are the only classes of members that shall have voting rights.

6        New membership
(1)        An applicant for membership of the association must be 18 years of age and is proposed by one (1) member of the association (the proposer) and seconded by another member (the seconder).
 (2)       An application for membership must be—
(a)        in writing;
(b)        signed by the applicant and the applicant’s proposer and seconder;
(c)        in the form decided by the management committee.

7        Membership fees
(1)        The membership fee for each ordinary membership and for each other class of membership (if any)—
(a)        is the amount decided by the members from time to time at a General Meeting of the MVHRMA;
(b)        is payable when, and in the way, the management committee decides.
(2)        A member of the incorporated association who, before becoming a member, has paid the members annual subscription for membership of the unincorporated association on or before a day fixed by the management committee, is not liable to pay a further amount of annual subscription for the period before the day fixed by the management committee as the day on which the next annual subscription is payable.

8        Admission and rejection of new members
(1)        The Management Committee will consider an application for membership when the Management Committee receives—
(a)        the application for membership; and
(b)        the appropriate membership fee for the application.
(2)        An application for membership will be received at a Management Committee meeting and be referred to the following Management Committee meeting for consideration.
(3)        The Management Committee must ensure that, as soon as possible after the person applies to become a member of the association, and before the Management Committee considers the person’s application, the person is advised—
(a)        whether or not the association has public liability insurance; and
(b)        if the association has public liability insurance—the amount of the insurance.
 (4)       The management committee must decide at the meeting, as outlined in (2) whether to accept or reject the application.
 (5)       If a majority of the members of the management committee present at the meeting vote to accept the applicant as a member, the applicant must be accepted as a member for the class of membership applied for.
(6)        The secretary of the association must, as soon as practicable after the management committee decides to accept or reject an application, give the applicant a written notice of the decision.

9        When membership ends
(1)        A member may resign from the association by giving a written notice of resignation to the secretary.
(2)        The resignation takes effect at—
(a)        the time the notice is received by the secretary; or
(b)        if a later time is stated in the notice—the later time.
(3)        The management committee may terminate a member’s membership if the member—
(a)        is convicted of an indictable offence; or
(b)        does not comply with any of the provisions of these rules; or
(c)        has membership fees in arrears for at least 2 months; or
(d)        conducts himself or herself in a way considered to be injurious or prejudicial to the character or interests of the association.
(4)        Before the management committee terminates a member’s’ membership, the committee must give the member a full and fair opportunity to show why the membership should not be terminated.
(5)        If, after considering all representations made by the member, the management committee decides to terminate the membership, the secretary of the committee must give the member a written notice of the decision.
(6)        A member whose membership is under consideration, by the Management Committee as outlined in 9, 3 (a-d) shall have their membership suspended until the matter is resolved through 9 (4-5),10 (1-3) and 11 (1-5).This suspension shall take place from the time the Management Committee determines the issue is serious enough to enter the suspension process to when the Secretary writes to or contacts the member to inform them whether the termination process is concluded or an appeal is upheld.  
 
10      Appeal against rejection or termination of membership
(1)        A person whose application for membership has been rejected, or whose membership has been terminated, may give the secretary written notice of the persons’ intention to appeal against the decision.
(2)        A notice of intention to appeal must be given to the secretary within 1 month after the person receives written notice of the decision.
(3)        If the secretary receives a notice of intention to appeal, the secretary will, within 1 month after receiving the notice, call a general meeting to decide the appeal.

11      General meeting to decide appeal
(1)        The general meeting to decide an appeal must be held within 3 months after the secretary receives the notice of intention to appeal.
(2)        At the meeting, the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated.
(3)        The Management Committee and the members of the committee who rejected the application or terminated the membership must be given a full and fair opportunity to show why the application should be rejected or the membership should be terminated.
(4)        An appeal must be decided by a majority vote of the members present and eligible to vote at the meeting.
(5)        If a person whose application for membership has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the membership fee paid by the person.

12      Register of members
(1)        The Management Committee must keep a register of members of the association. The term members refers to those ordinary, life, gifted and incorporated members who are current financial members.
(2)        The register must include the following particulars for each member—
(a)        the full name of the member;
(b)        the postal or residential address of the member;
(c)        the date of admission as a member;
(d)        the date of death or time of resignation of the member;
(e)        details about the termination or reinstatement of membership;
(f)         any other particulars the management committee or the members at a general meeting decide.
(3)        The register must be open for inspection by members of the association at all reasonable times.
(4)        A member must contact the secretary to arrange an inspection of the register.
(5)        However, the Management Committee may, on the application of a member of the association, withhold information about the member (other than the member’s full name) from the register available for inspection if the Management Committee has reasonable grounds for believing the disclosure of the information would put the member at risk of harm or where the MC has received such a specific request from a member. 

13      Prohibition on use of information on register of members
(1)        A member of the association must not—
(a)        use information obtained from the register of members (ordinary, life, associated and gifted) of the association to contact, or send material to, another member of the association for the purpose of advertising for political, religious, charitable, or commercial purposes; or
(b)        disclose information obtained from the register to someone else, knowing that the information is likely to be used to contact, or send material to, another member of the association for the purpose of advertising for political, religious, charitable, or commercial purposes.
(c)        use the information obtained in a manner injurious or prejudicial to the character or interests of the association.
(2)        Subrule (1) does not apply if the use or disclosure of the information is approved by the association.

14      Appointment or election of secretary
(1)        The secretary must be an individual residing in Queensland, or in another State but not more than 65km from the Queensland border, who is—
(a)        a member of the association elected by the association as secretary; or
(b)        any of the following persons appointed by the Management Committee as secretary—
(i)         a member of the association’s Management Committee;
(ii)        another member of the association;
(iii)       another person.
(2)       If a vacancy happens in the office of secretary, the members of the Management Committee must ensure a secretary is appointed or elected for the association within 1 month after the vacancy happens.
(3)       If the management committee appoints a person mentioned in subrule (1)(b)(ii) as
secretary, other than to fill a casual vacancy on the management committee, the person does not become a member of the management committee.
(4)        However, if the Management Committee appoints a person mentioned in subrule 14(1)(b) (ii) as secretary to fill a casual vacancy on the Management Committee, the person becomes a member of the Management Committee.
(5)        If the Management Committee appoints a person mentioned in subrule 14 (1) (b) (iii) as secretary, the person does not become a member of the Management Committee.
(6)        In this rule—
casual vacancy, on a Management Committee, means a vacancy that happens when an elected member of the Management Committee resigns, dies or otherwise stops holding office.

15      Removal of secretary
(1)        The Management Committee of the association may at any time remove a person appointed by the committee as the secretary.
(2)        If the Management Committee removes a secretary who is a person mentioned in rule 14(1) (b) (i), the person remains a member of the Management Committee.
(3)        If the Management Committee removes a secretary who is a person mentioned in rule 14(1) (b) (ii) and who has been appointed to a casual vacancy on the Management Committee under rule 15 (5), the person remains a member of the Management Committee.

16      Functions of secretary
(1)        The secretary’s functions include, but are not limited to—
(a)        calling meetings of the association, including preparing notices of a meeting and of the business to be conducted at the meeting in consultation with the president of the association; and
(b)        keeping minutes of each meeting; and
(c)        keeping copies of all correspondence and other documents relating to the association; and
(d)        maintaining the register of members of the association.

17      Membership of management committee
(1)        The Management Committee of the Association shall consist of nine (9) members who are -

  • eligible to vote and elected or appointed by Association members at a general meeting; annual general meeting or
  • appointed in accordance with rule 21 (1) or
  • a Secretary appointed under Rule 14 (1) (b) (iii)

(2)       The nine Management Committee members shall consist of President, Vice President, Secretary, Treasurer and five other members as the members of the Association may appoint at an Annual General Meeting.
(3)        A member of the Management Committee, other than a secretary appointed by the management committee under rule 14(1)(b)(iii), must be a member of the association.
(4)        (a) At the Annual General Meeting of the association, all elected members of the
Management Committee whose two year term has expired shall retire from office, but shall be eligible upon nomination for re-election.
(b) The President, Treasurer and two ordinary members are elected in one year (odd calendar year) and the Secretary, (notwithstanding rule 14 (1) (b) (iii), Vice President and the three other ordinary members are elected in the succeeding year (even calendar year).
 (5)       Members appointed by the committee to a casual vacancy shall retire at the AGM at which the member they replaced was due to retire.
 (6)       A member of the association may be appointed to a casual vacancy on the management committee under rule 21.
 (7)       If an elected member of the Management Committee is absent from consecutive Management Committee meetings for three months without leave of absence from the Management Committee, the Management Committee, upon a majority vote, may terminate this person’s position on the Management Committee and replace this member with another financial member as per clause 21(1).

18      Electing the Management Committee
(1)        A member of the management committee may only be elected
as follows—
(a)        any 2 financial members of the association may nominate another
member (the candidate) to serve as a member of the Management Committee;
(b)        the nomination must be—
(i)         in writing; and
(ii)        signed by the candidate and the members who
nominated him or her; and
(iii)       given to the secretary at least 14 days before the
annual general meeting at which the election is to be held;
(c)        each member of the association present and eligible to
vote at the annual general meeting may vote for 1
candidate for each vacant position on the Management
Committee;
(d)        if, at the start of the meeting, there are not enough
candidates nominated, nominations may be taken from
the floor of the meeting.
(2)        A person may be a candidate only if the person—
(a)        is at least 18 years of age; and
(b)        is not ineligible to be elected as a member under section 61A of the Act.
(3)        A list of the candidate’s’ names in alphabetical order, with the names of the members who nominated each candidate, must be posted in a conspicuous place in the office or usual place of meeting of the association for at least 7 days immediately preceding the annual general meeting.
(4)        If required by the Management Committee, balloting lists must be prepared containing the names of the candidates in alphabetical order.
(5)        The Management Committee must ensure that, before a candidate is elected as a member of the Management Committee, the candidate is advised—
(a)        whether or not the association has public liability insurance; and
(b)        if the association has public liability insurance—the amount of the insurance.

19      Resignation, removal or vacation of office of Management Committee member
(1)        A member of the Management Committee may resign from the committee by giving written notice of resignation to the secretary.
(2)        The resignation takes effect at—
(a)        the time the notice is received by the secretary; or
(b)        if a later time is stated in the notice—the later time.
(3)        A Management Committee member may be removed from office at a general meeting of the association if a majority of the members present and eligible to vote at the general  meeting vote in favour of removing the Management Committee member.
(4)        Before a vote of members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause why he or she should not be removed from office.
 (5)       A member has no right of appeal against the member’s removal from office under this rule.
(6)        A member immediately vacates the office of member in the circumstances mentioned in section 64(2) of the Act.

20      Vacancies on Management Committee
(1)        If a casual vacancy happens on the Management Committee, the continuing members of the committee may appoint another member of the association to fill the vacancy until the annual general meeting at which the vacating member’s term would expire.
(2)        The continuing members of the Management Committee may act despite a casual vacancy on the Management Committee.
(3)        However, if the number of committee members is less than the number fixed under rule 24(1) as a quorum of the Management Committee, the continuing members may act only to—
(a)        increase the number of Management Committee members to the number required for a quorum; or
(b)        call a general meeting of the association.

21      Functions of Management Committee
(1)        Subject to these rules or a resolution of the members of the association carried at a general meeting, the Management Committee has the general control and management of the administration of the affairs, property and funds of the association.
(2)        The Management Committee has authority to interpret the meaning of these rules and any matter relating to the association on which the rules are silent, but any interpretation must have regard to the Act, including any regulation made under the Act.
Note
The Act prevails if the association’s rules are inconsistent with the Act—see section 1B of the Act.
(3)        The Management Committee may exercise the powers of the association—
(a)        to borrow, raise or secure the payment of amounts in a way the members of the association decide; and
(b)        to secure the amounts mentioned in paragraph (a) or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the association in any way, including by the issue of debentures (perpetual or otherwise) charged upon the whole or part of the associations property, both present and future; and
(c)        to purchase, redeem or pay off any securities issued; and
(d)        to borrow amounts from members and pay interest on the amounts borrowed; and
(e)        to mortgage or charge the whole or part of its property; and
(f)         to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the association; and
(g)        to provide and pay off any securities issued; and
(h)        to invest in a way the members of the association may from time to time decide.
(i)         any other act as defined under rule 4.
(4)        For sub-rule (3)(d), the rate of interest must not be more than the current rate being charged for overdrawn accounts on money lent (regardless of the term of the loan) by—
(a)        the financial institution for the association; or
(b)        if there is more than 1 financial institution for the association—the financial institution nominated by the Management Committee.

22      Meetings of Management Committee
(1)        Subject to this rule, the Management Committee may meet and conduct its proceedings as it considers appropriate.
(2)        The Management Committee must meet at least once every 4 months to exercise its functions
(3)        The Management Committee must decide how a meeting is to be called.
(4)        Notice of a meeting is to be given in the way decided by the Management Committee.
(5)        The Management Committee may hold meetings, or permit a committee member to take part in its meetings, by using any technology that reasonably allows the member to hear and take part in discussions as they happen.
(6)        A committee member who participates in the meeting as mentioned in subrule (5) is taken to be present at the meeting.
(7)        A question arising at a committee meeting is to be decided by a majority vote of members of the committee present at the meeting and, if the votes are equal, the question is decided in the negative.
 (8)       A member of the Management Committee must not vote on a question about a contract or proposed contract with the association if the member has an interest in the contract or proposed contract and, if the member does vote, the members vote must not be counted.
(9)        The president is to preside as chairperson at a Management Committee meeting.
(10)      If there is no president or if the president is not present within 10 minutes after the time fixed for a Management Committee meeting, the members may choose 1 of their number to preside as chairperson at the meeting.

23      Quorum for, and adjournment of, Management Committee meeting
(1)        At a Management Committee meeting, more than 50% of the members elected to the committee as at the close of the last general meeting of the members form a quorum.
(2)        If there is no quorum within 30 minutes after the time fixed for a Management Committee meeting called on the request of members of the committee, the meeting lapses.
(3)        If there is no quorum within 30 minutes after the time fixed for a Management Committee meeting called other than on the request of the members of the committee—
(a)        the meeting is to be adjourned for at least 1 day; and
(b)        the members of the Management Committee who are present are to decide the day, time and place of the adjourned meeting.
(4)        If, at an adjourned meeting mentioned in sub-rule (3), there is no quorum within 30 minutes after the time fixed for the meeting, the meeting lapses.

24      Special meeting of Management Committee
(1)        If the secretary receives a written request signed by at least 33% of the members of the Management Committee, the secretary must call a special meeting of the committee by giving each member of the committee notice of the meeting within 14 days after the secretary receives the request.
(2)        If the secretary is unable or unwilling to call the special meeting, the president must call the meeting.
(3)        A request for a special meeting must state—
(a)        why the special meeting is called; and
(b)        the business to be conducted at the meeting.
(4)        A notice of a special meeting must state—
(a)        the day, time and place of the meeting; and
(b)        the business to be conducted at the meeting.
(5)        A special meeting of the Management Committee must be held within 14 days after notice of the meeting is given to the members of the Management Committee.

25      Minutes of Management Committee meetings
(1)        The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each Management Committee meeting are entered in a minute book.
(2)        To ensure the accuracy of the minutes, the minutes of each Management Committee meeting must be signed by the chairperson of the meeting, or the chairperson of the next Management Committee meeting, verifying their accuracy.

26      Appointment and roles of subcommittees
(1)        The management committee may appoint a subcommittee consisting of members of the association considered appropriate by the committee to help with the conduct of the associations operations.
(2)        A member of the subcommittee who is not a member of the management committee is not entitled to vote at a management committee meeting.
(3)        A subcommittee may elect a chairperson of its meetings.
(4)        If a chairperson is not elected, or if the chairperson is not present within 10 minutes after the time fixed for a meeting, the members present may choose 1 of their number to be chairperson of the meeting.
(5)        A subcommittee may meet and adjourn as it considers appropriate.
(6)        A question arising at a subcommittee meeting is to be decided by a majority vote of the members present at the meeting and, if the votes are equal, the question is decided in the negative.
(7)        Sub committees will abide by their Charter as approved by the Management Committee
(8)        A Subcommittee’s authority is limited to making recommendations to the Management Committee and General Manager for consideration.

27      Acts not affected by defects or disqualifications
(1)        An act performed by the Management Committee, a subcommittee or a person acting as a member of the Management Committee is taken to have been validly performed.
(2)        Sub rule (1) applies even if the act was performed when—
(a)        there was a defect in the appointment of a member of the Management Committee, subcommittee or person acting as a member of the Management Committee; or
(b)        a Management Committee member, subcommittee member or person acting as a member of the Management Committee was disqualified from being a member.

28      Resolutions of Management Committee without meeting
(1)        A written resolution signed by each member of the Management Committee is as valid and effectual as if it had been passed at a committee meeting that was properly called and held.
(2)        A resolution mentioned in subrule (1) may consist of several documents in like form, each signed by 1(one) or more members of the committee.

29      Annual general meetings
            Each  annual general meeting must be held—
(a)        at least once each year; and
(b)        within 6 months after the end date of the association's reportable financial year.

30      Business to be conducted at annual general meeting of level 1 incorporated associations and particular level 2 and 3 incorporated associations
(1) This rule applies only if the association is—
(a)        a level 1 incorporated association; or
(b)        a level 2 incorporated association to which section 59 of the Act applies; or
(c)        a level 3 incorporated association to which section 59 of the Act applies.

(2)        The following business must be conducted at each annual general meeting of the association—
(a)        receiving the association's financial statement, and audit report, for the last reportable financial year;
(b)        presenting the financial statement and audit report to the meeting for adoption;
(c)        receiving and adopting of the Management Committee’s report as delegated by the Management Committee.                      
(d)       setting the annual membership fees for the organisation
(e)        electing members of the management committee;
(f)         for a level 1 incorporated association—association appointing an auditor or an accountant for the present financial year;
(g)        for a level 2 incorporated association, or a level 3 incorporated association, to which section 59 of the Act applies—appointing an auditor, an accountant or an approved person for the present financial year.

31      Business to be conducted at annual general meeting of other level 2 incorporated associations
(1)        This rule applies only if the association is a level 2 incorporated association to which section 59A of the Act applies.
(2)        The following business must be conducted at each annual general meeting of the association—
(a)        receiving the association's financial statement, and signed statement, for the last reportable financial year;
(b)        presenting the financial statement and signed statement to the meeting for adoption;
(c)        electing members of the management committee;
(d)        appointing an auditor, an accountant or an approved person for the present financial year.

32      Business to be conducted at annual general meeting of other level 3 incorporated associations
(1)        This rule applies only if the association is a level 3 incorporated association to which section 59B of the Act applies.
(2)        The following business must be conducted at each annual general meeting of the association—
(a)        receiving the association's financial statement, and signed statement, for the last reportable financial year;
(b)        presenting the financial statement and signed statement to the meeting for adoption;
(c)        electing members of the management committee.

33      Notice of general meeting
(1)        The secretary may call a general meeting of the association as directed by the Management Committee.
(2)        The secretary must give at least 14 days notice of the meeting to each member of the association.
(3)        If the secretary is unable or unwilling to call the meeting, the president must call the meeting.
(4)        The Management Committee may decide the way in which the notice must be given.
(5)        However, notice of the following meetings must be given in writing—
(a)        a meeting called to hear and decide the appeal of a person against the Management Committee's decision—
(i)         to reject the person's application for membership of the association; or
(ii)        to terminate the person's membership of the association;
(b)        a meeting called to hear and decide a proposed special resolution of the association.
 (6)       A notice of a general meeting must state the business to be conducted at the meeting.

34      Quorum for, and adjournment of, general meeting
(1)        The quorum for a general meeting is at least the number of members elected or appointed to the Management Committee at the close of the association's last general meeting plus 1 (one).
(2)        However, if all members of the association are members of the Management Committee, the quorum is the total number of members less one. Any member who attends a general meeting holding more than one proxy will only constitute one member present for the purpose of determining whether a quorum is reached.
(3)        No business may be conducted at a general meeting unless there is a quorum of members when the meeting proceeds to business.
(4)        If there is no quorum within 30 minutes after the time fixed for a general meeting called on the request of members of the management committee or the association, the meeting lapses.
(5)        If there is no quorum within 30 minutes after the time fixed for a general meeting called other than on the request of members of the management committee or the association—
(a)        the meeting is to be adjourned for at least 7 days; and
(b)        the management committee is to decide the day, time and place of the adjourned meeting.
(6)       The chairperson may, with the consent of any meeting at which there is a quorum, and must if directed by the meeting, adjourn the meeting from time to time and from place to place.
(7)        If a meeting is adjourned under subrule (6), only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting.
(8)        The secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30 days.
(9)        If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting.

35      Procedure at a general meeting
(1)        A member may take part and vote in a general meeting in person, by proxy, by attorney or by using any technology that reasonably allows the member to hear and take part in discussions as they happen.
(2)        A member who participates in a meeting as mentioned in subrule (1) is taken to be present at the meeting.
(3)        At each general meeting—
(a)        the president is to preside as chairperson; and
(b)        if there is no president or if the president is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the members present must elect 1 of their number to be chairperson of the meeting; and
(c)        the chairperson must conduct the meeting in a proper and orderly way.

36      Voting at a general meeting
(1)        At a general meeting, each question, matter or resolution, other than a special resolution, must be decided by a majority of votes of the members present.
(2)        Each member present and eligible to vote is entitled to 1 vote only and, if the votes are equal, the chairperson has a casting vote as well as a primary vote.
(3)        A member is not entitled to vote at a general meeting if the member's annual subscription is in arrears at the date of the meeting.
(4)        The method of voting is to be decided by the management committee.
(5)        However, if at least 20% of the members present demand a secret ballot, voting must be by secret ballot.
(6)        If a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the way the chairperson decides.
(7)        The result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held.

37      Special general meeting
(1)        The secretary must call a special general meeting by giving each member of the association notice of the meeting within 14 days after—
(a)        being directed to call the meeting by the Management Committee; or
(b)        being given a written request signed by—
(i)         at least 33% of the number of members of the Management Committee when the request is signed; or
(ii)        at least the number of ordinary members of the association equal to double the number of members of the association on the Management Committee when the request is signed plus 1; or
(c)        being given a written notice of an intention to appeal against the decision of the Management Committee—
(i)         to reject an application for membership; or
(ii)        to terminate a person's membership.
(2)        A request mentioned in sub-rule (1)(b) must state—
(a)        why the special general meeting is being called; and
(b)        the business to be conducted at the meeting.
 (3)       A special general meeting must be held within 3 months after the secretary—
(a)        is directed to call the meeting by the management committee; or
(b)        is given the written request mentioned in subrule (1)(b); or
(c)        is given the written notice of an intention to appeal mentioned in subrule (1)(c).
(4)        If the secretary is unable or unwilling to call the special meeting, the president must call the meeting.
(5)       The Management Committee will decide the manner in which the notice must be given.

38      Proxies
(1)        An instrument appointing a proxy must be in writing and be in the following or similar form.
Note that if a member wants a proxy to vote for or against nomination or a resolution, the instrument appointing the proxy must be in the following or similar form:

MVHRMA Proxy for a General Meeting– return to Secretary prior to (date and time nominated)
I …………………………………….......... of ………………..…………………. being a member of the Mary Valley Heritage Railway Museum Association Inc, hereby appoint …………..…………………… of ………………………….. or failing him/her, …………..…………………… of ………………………….. or
The President,……..(Please tick), as my proxy to vote for me, on my behalf, at the (Annual) General Meeting of the Association, to be held on the ..... day, of ...........................20... , and at any adjournment of the meeting.

Signed  ………………………….  Date …………………….

 .............     A. This form may be used as the Proxy sees fit

OR

 

 .............    B. This form is to be used *in favour of / *against [strike out whichever is not wanted] the following resolutions or nominations:

[List relevant positions or resolutions]
.....................................................................................................
.....................................................................................................

If you select ‘B’ and if you wish to direct the Proxy’s vote to less than all positions/resolutions, and wish the proxy to vote as they see fit for the remaining positions/resolutions, tick here:     
     .............    My proxy can exercise undirected votes 
......................................
(2)        The instrument appointing a proxy must—
(a)        if the appointer is an individual—be signed by the appointer or the appointer’s attorney properly authorised in writing; or
(b)        if the appointer is a corporation or company
(i)         be under seal; or
(ii)        be signed by a properly authorised officer or attorney of the corporation.
(3)        A proxy may be a member of the association or another person.
(4)        The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot.
(5)        The President can be appointed proxy and vote in accordance with directions of the appointer or, in the absence of any directions, as specified in 40 (7).
(6)        Each instrument appointing a proxy must be given to the secretary by the time nominated in the notice of meeting, which will be before the start of the meeting or adjourned meeting, at which the person named in the instrument proposes to vote.
(7)        Unless otherwise instructed by the appointer, the proxy may vote as the proxy considers appropriate.

39      Minutes of general meetings
(1)        The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each general meeting are entered in a minute book or equivalent resource.
(2)        To ensure the accuracy of the minutes—
(a)        the minutes of each general meeting must be signed by the chairperson of the meeting, or the chairperson of the next general meeting, verifying their accuracy; and
(b)        the minutes of each annual general meeting must be signed by the chairperson of the meeting, or the chairperson of the next meeting of the association that is a general meeting or annual general meeting, verifying their accuracy.
(3)        If asked by a member of the association, the secretary must, within 28 days after the request is made—
(a)        make the minute book or equivalent resource for a particular general meeting available for inspection by the member at a mutually agreed time and place; and
(b)        give the member copies of the minutes of the meeting.
(4)        The association may require the member to pay the reasonable costs of providing copies of the minutes.

 

40      By-laws
(1)        The Management Committee may make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of the association.
(2)        A by-law may be set aside by a vote of members at a general meeting of the association.

41      Alteration of rules
(1)        Subject to the Act, these rules may be amended, repealed or added to by a special resolution carried at a general meeting.
(2)        However an amendment, repeal or addition is valid only if it is registered by the chief executive.

42      Common seal
(1)        The Management Committee must ensure the association has a common seal.
(2)        The common seal must be—
(a)        kept securely by the management committee; and
(b)        used only under the authority of the Management Committee.
(3)        Each instrument to which the seal is attached must be signed by a member of the Management Committee and countersigned by—
(a)        the secretary; or
(b)        another member of the Management Committee; or
(c)        a person authorised by the Management Committee.

43      Funds and accounts
(1)        The funds of the association must be kept in an account in the name of the association in a financial institution decided by the Management Committee.
(2)        Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the association.
(3)        All amounts must be deposited in the financial institution account as soon as practicable after receipt.
(4)        A payment by the association of $100 or more must be made by cheque or electronic funds transfer.
(5)        If a payment of $100 or more is made by cheque, the cheque must be signed by any 2 of the following—
(a)        the president;
(b)        the secretary; (unless appointed under rule 15 (1) (b) (iii)
(c)        the treasurer;
(d)        or other member authorised from time to time by the Management Committee
(6)        However, 1 of the persons who signs the cheque must be the president, the secretary (unless appointed under rule 15 (1) (b) (iii) or the treasurer.
(7)        Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed not negotiable.
(8)        A petty cash account must be kept on the imprest system, and the Management Committee shall determine the amount of petty cash to be kept in the account.
(9)        All expenditure must be approved or ratified at a Management Committee meeting.

44      General financial matters
(1)        On behalf of the Management Committee, the treasurer must, as soon as practicable after the end date of each financial year, ensure a financial statement for its last reportable financial year is prepared.
(2)       The income and property of the association must be used solely in promoting the association's objects and exercising the association's powers.

45      Documents
The Management Committee must ensure the safe custody of books, documents, instruments of title and securities of the association.

46      Financial year
The end date of the association's financial year is 30th June in each year.

47      Distribution of surplus assets to another entity
(1)        This rule applies if the association—
(a)        is wound-up under part 10 of the Act; and
(b)        has surplus assets.
(2)        The surplus assets must not be distributed among the members of the association.
(3)        The surplus assets must be given to another entity—
(a)        having objects similar to the association's objects; and
(b)        the rules of which prohibit the distribution of the entity's income and assets to its members.
(4)        In this rule— surplus assets see section 92(3) of the Act.