Network South West Rules

RULES OF ASSOCIATION

Name of Association

1 The name of the Association is NETWORK SOUTH WEST INC.

Definitions

2 (1) In these rules, unless the contrary intention appears-

“Committee meeting” means a meeting referred to in rule 15(1);

“Committee member” means person referred to in paragraph (a), (b), (c) or (d) of rule 10 (1);

“Financial year” means a period not exceeding 15 months fixed by the Committee, being a period commencing on the date of incorporation of the Association and ending on 30 June; and thereafter each period commencing 1 July and ending on 30 June in the following year;

“General meeting” means a meeting convened under rule 16;

“Member” means any member of the Association;

“Ordinary resolution” means resolution other than a special resolution;

“Special resolution” has the meaning given by section 24 of the Act;

“the Act” means the Associations Incorporation Act 1987;

“the Association” means the Association referred to in rule 1;

“the Chairperson” means in relation to the proceedings at a Committee meeting or General meeting, the person presiding at the Committee meeting or General meeting in accordance with rule 11;

“the Committee” means the Committee of Management of the Association referred to in rule 10 (1);

“the Convenor” means the Convenor referred to in paragraph (a) of rule 10 (1);

“the Secretary” means the Secretary referred to in paragraph (b) of rule 10 (1);

“the South West” means the South West region of Western Australia;

“the Treasurer” means the Treasurer referred to in paragraph (c) of rule 10 (1);

(2) Unless expressly stated otherwise, it is sufficient for the purposes of these rules that any notification required by these rules be given orally.

Objects of Association

3 (1) The objects of the Association are-

(a) to encourage and foster in the South West;

(i) existing and new business;

(ii) high ethical standards in business;

(iii) the promotion and advancement of the business of Members.

(b) to promote the interests of the South West community as a whole. 2

(c) to promote the education of Members and the South West community as a whole in business and community matters;

(d) to network in Business and Community in the South West.

(2) The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to Members, except in good faith in the promotion of those objects.

Powers of Association

4 The powers conferred on the Association by section 13 of the Act, are subject to the following additions, exclusions or modifications –

the Association may –

(a) acquire, hold, deal with, and dispose of any real or personal property;

(b) open and operate bank accounts;

(c) invest its money –

(i) in any security in which trust monies may lawfully be invested; or

(ii) in any other manner authorised by the rules of the Association;

(d) borrow money upon such terms and conditions as the Association thinks fit;

(e) give such security for the discharge of liabilities incurred by the Association as it thinks fit;

(f) appoint agents to transact any business of the Association on its behalf; and

(g) enter into any other contract it considers necessary or desirable.

Qualifications for membership of Association

5 (1) (a) Subject to approval of the Committee in its discretion under sub-rule (4), membership of the Association is open to adult persons of good character and good business or professional reputation who carry on business or practice a profession in the South-West region of Western Australia.

(b) For the purposes of sub-rule (1)(a) persons who carry on business or practice a profession includes and is limited to the proprietor or manager of a business or trustee of a trust or director of a company or partner in a partnership carrying on business or practicising a profession or a nominated representative of such a person accepted by the Committee.

(2) Each Member must notify the Committee of their core business and subsidiary businesses by reference to the profession, trade, occupation or type of goods or services associated with each area of business.

(3) A person who wishes to become a Member must-

(a) attend a meeting as a guest of a current Member;

(b) attend a further two or more meetings; and

(c) apply for membership to the Committee in writing- 3

(i) signed by that person and the Member referred to in paragraph (a); and

(ii) in such form as the Committee from time to time directs.

(4) The Committee members must consider each application made under rule 5(3) at a Committee meeting and must at the Committee meeting or a subsequent Committee meeting accept or reject that application in the absolute discretion of the Committee subject only to sub-rules (5) and (7). The decision of the Committee is final and not subject to appeal.

(5) The Committee must not exercise their discretion to admit into membership an applicant who is involved in a business that is the same as or overlaps with a business included in the register of Members as:

(a) the core business of an existing Member unless the Committee obtains the prior consent of the existing Member; or

(b) a subsidiary business of an existing Member unless the Committee notifies the relevant existing Member of their decision.

(6) In the event of a dispute as to whether an applicant is involved in a business that is the same as or overlaps with a business included in the register of Members the decision of the Committee is final and not subject to appeal.

(7) The number of Members of the Association must not exceed 40.

(8) (a) A Member must attend at least 60% of the regular meetings of the Association in each Financial Year of the Association.

(b) Non-attendance by a Member of:

(i) 41% or more of the Association’s regular meetings in a Financial Year; or

(ii) 3 consecutive meetings without sending apologies or a representative,

shall be deemed conduct detrimental to the interests of the Association, which shall entitle the Committee to invoke rule 9 unless good cause for such non-attendance can be shown by the Member.

Register of Members of Association

6 (1) The Secretary must, on behalf of the Association, keep and maintain the register of Members in accordance with section 27 of the Act and that register must be so kept and maintained at his or her place of residence.

(2) The register of Members must include the core business and any subsidiary businesses of each Member as notified under rule 5(2); the address of each Member, and where provided, the email address of each Member.

(2) The Secretary must cause the name of a person who dies or who ceases to be a Member under rules 7(4), 8(1) or 9 to be deleted from the register of Members referred to in sub-rule (1).

Subscriptions of members of Association

7 (1) The Members may from time to time at a General meeting determine the amount of the subscription to be paid by each Member. 4

(2) Each Member must pay to the Treasurer bi-annually half the amount of the subscription determined under sub-rule (1).

(3) Payments under sub-rule 2 must be made on or before 1 July and 1 January or such other dates as the Committee from time to time determines.

(4) Subject to sub-rule (5), a member whose subscription is not paid within one month after the relevant date fixed by or under sub-rule (3) ceases on the expiry of that period to be a Member, unless the Committee decides otherwise.

(5) A person exercises all the rights and obligations of a Member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under sub-rule (2) or within one month thereafter, or such other time as the Committee allows.

Resignation of membership of the Association

8 (1) A Member may resign by giving not less than 30 days notice in writing of his or her resignation from the Association to the Secretary or another Committee member. The Member ceases to be a Member on the date given in the notice.

(2) Upon receiving notice of resignation under sub-rule (1) the Secretary or other Committee member who receives the notice must notify the Treasurer. The Treasurer must then determine the subscription fees owed by or refundable to the person resigning in accordance with sub-rule (3) or (4), as applicable.

(3) If the person has paid their subscription in respect of a period beyond the date of resignation, the Association must refund them the proportion of their paid subscription that relates to the period beyond the date of resignation. For the purposes of this clause, the effective date of resignation is the date following the required period of notice under sub-rule (1), or such later date as specified in such notice.

(4) A person who ceases to be a Member under sub-rule (1) 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 that cessation, and be the amount pro-rata to the effective date of resignation.

Suspension or expulsion of members of Association

9 (1) 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 communicate, either orally or in writing, to the Member-

(a) notice of the proposed suspension or expulsion and of the time, date and place of the Committee meeting at which the question of that suspension or expulsion will be decided; and

(b) particulars of that conduct,

not less than 30 days before the date of the Committee meeting referred to in paragraph (a). 5

(2) At the Committee meeting referred to in a notice communicated under sub-rule (1), 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.

(3) Subject to sub-rule (5), 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 sub-rule (2).

(4) A Member who is suspended or expelled under sub-rule (2) 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 sub-rule (3).

(5) When notice is given under sub-rule (4)-

(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.

Committee of Management

10 (1) Subject to sub-rule (9), the affairs of the Association will be managed exclusively by a Committee of Management consisting of-

(a) a Convenor;

(b) a Secretary;

(c) a Treasurer; and

(e) not less than one other person,

all of whom must be Members of the Association.

(2) Committee members must be elected to membership of the Committee at an annual General meeting or appointed under sub-rule (8).

(3) Subject to sub-rule (8), a Committee member’s term will be from his or her election at an annual General meeting until the election referred to in sub-rule (2) at the next annual General meeting after his or her election, but he or she is eligible for re-election to membership of the Committee.

(4) Except for nominees under sub-rule (7), a person is not eligible for election to membership of the Committee unless a member has nominated him or her for election by delivering notice in writing of that nomination, signed by-

(a) the nominator; and

(b) the nominee to signify his or her willingness to stand for election, 6

to the Secretary not less than 21 days before the day on which the annual General meeting concerned is to be held.

(5) A person who is eligible for election or re-election under this rule may –

(a) propose or second himself or herself for election or re-election; and

(b) vote for himself or herself.

(6) If the number of persons nominated in accordance with sub-rule (4) for election to membership of the Committee does not exceed the number of vacancies in that membership to be filled-

(a) the Secretary must report accordingly to; and

(b) the Chairperson must declare those persons to be duly elected as members of the Committee at,

the annual General meeting concerned.

(7) If vacancies remain on the Committee after the declaration under sub-rule (6), additional nominations of Committee members may be accepted from the floor of the annual General meeting. If such nominations from the floor do not exceed the number of vacancies the Chairperson must declare those persons to be duly elected as members of Committee. Where the number of nominations from the floor exceeds the remaining number of vacancies on the Committee, elections for those positions must be conducted.

(8) If a vacancy remains on the Committee after the application of sub-rule (7), or when a casual vacancy within the meaning of rule 14 occurs in the membership of the Committee-

(a) the Committee may appoint a Member to fill that vacancy; and

(b) a Member appointed under this sub-rule will –

(i) hold office until the election referred to in sub-rule (2); and

(ii) be eligible for election to membership of the Committee,

at the next following annual General meeting.

(9) The Committee may delegate, in writing, to one to more sub-committees (consisting of such Member or Members of the Association as the Committee thinks fit) the exercise of such functions of the Committee as are specified in the delegation other than-

(a) the power of delegation; and

(b) a function which is a duty imposed on the Committee by the Act or any other law.

(10) Any delegation under sub-rule (9) may be subject to such conditions and limitations as to the exercise of that function or as to time and circumstances as are specified in the written delegation and the Committee may continue to exercise any function delegated.

(11) The Committee may, in writing, revoke wholly or in part any delegation under sub-rule (9). 7

Chairperson

11 (1) Subject to sub-rule (4), each General meeting (not being the annual General meeting) must be presided over by a Chairperson, being a Member nominated at a previous General meeting. In the absence of a Chairperson at a General meeting, the Convenor shall nominate a Member to be Chairperson of that General meeting at or prior to the commencement of that General meeting.

(2) Each Committee meeting must be presided over by a Chairperson, being a Committee member being present in the following order of priority; firstly the Convenor, secondly the Secretary, thirdly the Treasurer.

(3) Annual General meetings must be presided over by a Chairperson, being a Member present at the meeting, in the following order of priority; firstly the Convenor, secondly the Secretary, thirdly the Treasurer, and failing that then in accordance with sub-rule (4).

(4) In the event of any dispute as to who should be the Chairperson at a General meeting the matter must be elected by a simple majority of the Members present, as appropriate.

Secretary

12 The Secretary must-

(a) co-ordinate the correspondence of the Association;

(b) keep full and correct minutes of the proceedings of the Committee and of the Association;

(c) comply on behalf of the Association with-

(i) section 27 of the Act with respect to the register of Members of the Association, as referred to in rule 6;

(ii) section 28 of the Act in respect of the rules of the Association; and

(iii) section 29 of the Act in respect of the record of the officeholders, and any trustees, of the Association.

(d) unless the Members resolve otherwise at a General meeting, have custody of all books, documents, records and registers of the Association, including those referred to in paragraph (c), other than those required by rule 13 to be kept and maintained by, or in the custody of, the Treasurer; and

(e) perform such other duties as are imposed by these rules on the Secretary.

Treasurer

13 The Treasurer must-

(a) be responsible for the receipt of all moneys paid to or received by, or by him or her on behalf of, the Association and must issue receipts for those moneys in the name of the Association;

(b) pay all moneys referred to in paragraph (a) into such account or accounts of the Association as the Committee may from time to time direct;

(c) make payments from the funds of the Association with the authority of a General meeting or of the Committee and in so doing ensure that all

8

cheques are signed by any two members of the Committee, or by any two Members as are authorised by the Committee;

(d) comply on behalf of the Association with sections 25 and 26 of the Act with respect to the accounting records of the Association;

(e) whenever directed to do so by the Convenor, submit to the Committee or to the Association in General meeting, a report, balance sheet or financial statement in accordance with that direction;

(f) have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraphs (d) and (e); and

(g) perform such other duties as are imposed by these rules on the Treasurer.

Casual vacancies in membership of Committee

14 A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member-

(a) dies;

(b) resigns by notice in writing delivered to the Convenor or, if the Committee member is the Convenor, to the Secretary;

(c) is convicted of an offence under the Act;

(d) is permanently incapacitated by mental or physical ill-health;

(e) is absent from more than-

(i) 3 consecutive Committee meetings; or

(ii) 3 Committee meetings in the same financial year,

without tendering an apology to the Committee meeting; of which meetings the Member received notice, and the Committee has resolved to declare the office vacant; or

(f) ceases to be a Member.

Proceedings of Committee

15 (1) The Committee must meet together for the dispatch of business not less than once in any two month period and the Convenor, or at least half the members of the Committee, may at any time convene a meeting of the Committee.

(2) Each Committee member has a deliberative vote.

(3) A question arising at a Committee meeting must be decided by a majority of votes, but, if there is no majority, the person presiding at the Committee meeting will have a casting vote in addition to his or her deliberative vote.

(4) At a Committee meeting two Committee members constitute a quorum.

(5) Subject to these rules, the procedure and order of business to be followed at a Committee meeting must be determined by the Committee members present at the Committee meeting. 9

(6) A Committee member having any direct or indirect pecuniary interest referred to in sections 21 or 22 of the Act must comply with that section.

General meetings

16 (1) The Committee-

(a) may at any time convene a special General meeting;

(b) must convene annual General meetings within the time limits provided for the holding of such meetings by section 23 of the Act; and

(c) must, within 30 days of-

(i) receiving a request in writing to do so from not less than 50 percent of, or 8 Members (whichever is the greater number), convene a special General meeting for the purpose specified in that request; or

(ii) the Secretary receiving a notice under rule 9 (4), convene a General meeting to deal with the appeal to which that notice relates.

(2) The Members making a request referred to in sub-rule (1) (c) (i) must-

(a) state in that request the purpose for which the special General meeting concerned is required; and

(b) sign that request.

(3) If a special General meeting is not convened within the relevant period of 30 days referred to-

(a) in sub-rule (1) (c) (i), the Members who made the request concerned may themselves convene a special General meeting as if they were the Committee; or

(b) in sub-rule (1) (c) (ii), the Member who gave the notice concerned may him or herself convene a special General meeting as if he or she were the Committee.

(4) When a special General meeting is convened under sub-rule (3) (a) or (b) the Association must pay the reasonable expenses of convening and holding the special General meeting.

(5) Subject to sub-rule (7), the Secretary must give to all Members not less than 14 days notice of a special General meeting and that notice must specify-

(a) when and where the General meeting concerned is to be held; and

(b) particulars of the business to be transacted at the General meeting concerned and of the order in which that business is to be transacted.

(6) Subject to sub-rule (7), the Secretary must give to all Members not less than 21 days notice of an annual General meeting and that notice must specify-

(a) when and where the annual General meeting is to be held;

(b) the particulars and order in which business is to be transacted, as follows-

(i) first, the consideration of the accounts and reports of the Committee;

(ii) second, the election of Committee members to replace outgoing Committee members; and 10

(iii) third, any other business requiring consideration by the Association at the General meeting.

(7) A special resolution may be moved either at a special General meeting or at an annual General meeting, however the Secretary must give to all Members not less than 21 days notice of the meeting at which a special resolution is to be proposed. In addition to those matters specified in sub-rule (5) or (6), as relevant, the notice must also include the resolution to be proposed and the intention to propose the resolution as a special resolution.

(8) The Secretary must give a notice under sub-rule (5), (6) or (7) by-

(a) serving it on a Member personally; or

(b) sending it by post to a Member at the address of the Member appearing in the register of Members kept and maintained under rule 6; or

(c) sending it by electronic mail to the Member to the email address appearing in the registrar of Members kept and maintained under rule 6.

(9) When a notice is sent by post under sub-rule (8)(b), sending of the notice will be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.

Quorum and proceedings at general meetings

17 (1) At a General meeting fifty percent of the Members as at the date of the General meeting, rounding up, present in person constitute a quorum.

(2) If within 30 minutes after the time specified for the holding of a General meeting in a notice given under rule 16 (5) or (6)-

(a) as a result of a request or notice referred to in rule 16 (1) (c) or as a result of action taken under rule 16 (3) a quorum is not present, the General meeting lapses; or

(b) otherwise than as a result of a request, notice or action referred to in paragraph (a), the General meeting stands adjourned to the same time on the same day in the following week and to the same venue.

(3) If within 30 minutes of the time appointed by sub-rule (2) (b) for the resumption of an adjourned General meeting a quorum is not present, the Members who are present in person or by proxy may nevertheless proceed with the business of that General meeting as if a quorum were present.

(4) The Chairperson may, with the consent of a General meeting at which a quorum is present, and must, if so directed by such a General meeting, adjourn that General meeting from time to time and from place to place.

(5) There must not be transacted at an adjourned General meeting any business other than business left unfinished or on the agenda at the time when the General meeting was adjourned. 11

(6) When a General meeting is adjourned for a period of 30 days or more, the Secretary must give notice under rule 16 of the adjourned General meeting as if that General meeting were a fresh General meeting.

(7) At a General meeting-

(a) an ordinary resolution put to the vote will be decided by a majority of votes cast on a show of hands, subject to sub-rule (9); and

(b) a special resolution put to the vote will be decided in accordance with section 24 of the Act.

(8) A declaration by the Chairperson of a General meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact unless, during the General meeting at which the resolution is submitted, a poll is demanded in accordance with sub-rule (9).

(9) At a General meeting, a poll may be demanded by the Chairperson or by three or more members present in person or by proxy and, if so demanded, must be taken in such manner as the Chairperson directs.

(10) If a poll is demanded and taken under sub-rule (9) in respect of an ordinary resolution, a declaration by the Chairperson of the result of the poll is evidence of the matter so declared.

(11) A poll demanded under sub-rule (9) must be taken immediately on that demand being made.

Minutes of meetings of Association

18 (1) The Secretary must cause proper minutes of all proceedings of all General meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each General meeting or Committee meeting, as the case requires, in a minute book kept for that purpose.

(2) The Chairperson must ensure that the minutes taken of a General meeting or Committee meeting under sub-rule (1) are checked and signed as correct by the Chairperson of the General meeting or Committee meeting to which those minutes relate or by the Chairperson of the next succeeding General meeting or Committee meeting, as the case requires.

(3) When minutes have been entered and signed as correct under this rule, they are, until the contrary is proved, evidence that-

(a) the General meeting or Committee meeting to which they relate (in this sub-rule called “the meeting”) was duly convened and held;

(b) all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and

(c) all appointments or elections purporting to have been made at the meeting have been validly made. 12

Voting rights of Members of Association

19 Subject to these rules, each Member present in person or by proxy at a General meeting is entitled to a deliberative vote.

Proxies of Members of Association

20 A Member (in this rule called “the appointing member”) may appoint in writing another Member to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any General meeting.

Rules of Association

21 (1) The Association may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 17, 18 and 19 of the Act.

(2) These rules bind every Member and the Association to the same extent as if every Member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.

Common seal of Association

22 (1) The Association must have a common seal on which its corporate name appears in legible characters.

(2) The common seal of the Association must not be used without the express authority of the Committee and every use of that common seal must be recorded in the minute book referred to in rule 18.

(3) The affixing of the common seal of the Association must be witnessed by any two of the Convenor, the Secretary and the Treasurer.

(4) The common seal of the Association must be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

Inspection of records, etc. of Association

23 A Member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.

Disputes and mediation

24 (1) The grievance procedure set out in this rule 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.

(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. 13

(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.

(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 sub-rule (1) (c)) and the Association, a person who is a mediator appointed to, or employed with, a not for profit organisation.

(5) A Member of the Association can be a mediator.

(6) The mediator cannot be a Member who is a party to the dispute.

(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(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.

(9) The mediator must not determine the dispute.

(10) The mediation must be confidential and without prejudice.

(11) If the mediation process does not result in the dispute being resolved, the matter must be referred to the Association in General meeting.

Distribution of surplus property on winding up of Association

25 If, on the winding up of the Association, any property of the Association remains after satisfaction of the debts and liabilities of the Association and the costs, charges and expenses of that winding up, that property must be distributed:

(a) to another incorporated association having objects similar to those of the Association; or

(b) for charitable purposes,

which incorporated association or purposes, as the case requires, must be determined by resolution of the Members when authorising and directing the Committee under section 33(3) of the Act to prepare a distribution plan for the distribution of the surplus property of the Association.

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