A. In these Rules, unless the contrary intention appears:
C.V. means Camellias Victoria Inc.
A.C.R.S. means The Australian Camellia Research Society Inc.
"Public Officer" is a member appointed by the Committee.
"Committee" means the committee of management of Camellias Victoria Inc.
"Financial Year" means the year ending on 31st August.
"General Meeting" means a general meeting of members convened in accordance with Rule 12.
"Member" means a member of Camellias Victoria Inc.
"Ordinary Member of the Committee" means a member of the Committee who is not an officer under Rule 5.1.
"The Act" means the Associations Incorporation Act 1981.
"The Regulations" means regulations under the Act.
B. In these Rules, a reference to the Secretary of an Association is a reference:
(a) where a person holds office under these Rules as secretary of Camellias Victoria Inc. — to that person; and
(b) in any other case, to the Public Officer of Camellias Victoria Inc.
C. Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.
D. In these Rules, words importing the masculine gender shall be deemed to include the feminine gender, and words importing plural shall be deemed to include singular, unless it shall appear from the context that the contrary is intended.
1.1 Any person interested in the objectives of C.V. may be admitted to membership of C.V. by the Committee upon paying the current year's subscription and agreeing to be bound by these Rules. Membership categories are as follows:
Family—being those individuals who form a group and their children under age 18, each family being entitled to the rights and privileges of two single memberships but to receive one Newsletter.
Association/Nursery—which shall have the same privileges as Family members.
Patrons—being those, who because of their position in the community and/or interest in C.V. have been asked and have consented to become Patrons.
Life Members—being those who pay an amount of money determined by the Committee, and who pay no annual subscription.
Honorary Life Members—being those who are recognised by the Committee for outstanding service to C.V. and who pay no annual subscription.
1.2 Members of C.V., as an Affiliate, are indirect and non-voting members of the A.C.R.S.
1.3 The Committee shall have the right to suspend or expel any member, if, in the opinion of the Committee, there is sufficient reason for such suspension or expulsion. That person shall have the right to appeal to the Committee against his suspension or expulsion. The suspension or expulsion shall take effect only if approved by no less than three-fourths of the members of the Committee then present and voting.
1.4 Any member may voluntarily cease to be a member upon giving notice in writing of his desire to so do, and paying all subscriptions owing by him.
2. REGISTER OF MEMBERS
The Membership Secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member and the register shall be available for inspection by members at the address of the Membership Secretary.
3. ANNUAL SUBSCRIPTION, AFFILIATION FEES AND FINANCIAL YEAR
3.1 The annual subscription is decided from year to year by the Committee.
3.2 C.V. shall pay each year the appropriate affiliation/capitation fee per member to the the A.C.R.S. as determined by the National Council of the A.C.R.S.
3.3 All members' annual subscriptions shall become due at the Annual General Meeting but subscriptions by new members shall be payable immediately upon admission. Any member who has not paid his subscription within five (5) months from the date upon which it first became payable may have his membership terminated by the Committee, and shall thereupon cease to be a member. The Committee may, if it thinks fit, reinstate such member upon such terms as it deems proper.
3.4 The membership subscription year shall commence at the Annual General Meeting. The financial year shall be from 1st September to 31st August in order that the Treasurer may prepare financial statements for presentation to members at the Annual General Meeting in October.
The management and control of C.V. shall be vested in the Committee, but the Committee shall not act contrary to any decision reached at a General Meeting.
5.1 The officers of C.V. shall be: President, 2 Vice-Presidents, Treasurer; and Secretary
5.2 The Committee of C.V. shall consist of the officers of C.V.; and 9 Ordinary members.5.3 The officers and members of the Committee shall each be elected from and by the members at the Annual General Meeting.
5.3 The officers and members of the Committee shall each be elected from and by the members at the Annual General Meeting.
6. TENURE OF OFFICE
6.1 Officers and members of the Committee shall hold office from the Annual General Meeting at which they are declared to be elected until the next ensuing Annual General Meeting and are eligible for re-election.6.2 The President shall not hold office as such for more than three consecutive years in one term.
6.2 The President shall not hold office as such for more than three consecutive years in one term.
7. VACATION OF OFFICE
An officer or member of the Committee shall vacate his office: if he ceases to be a member of C.V.; or if he is absent without leave from four consecutive meetings of the Committee.
8. LEAVE OF ABSENCE
The Committee may grant leave of absence to an officer or member of the Committee for a period not exceeding six months.
9. NOMINATIONS FOR AN ELECTION TO OFFICE
9.1 Nominations for office shall be made and received fourteen or more days before the Annual General Meeting.
9.2 If the number of candidates nominated for election to a particular office does not exceed the number to be elected, the persons nominated shall be declared to be duly elected at the Annual General Meeting.
9.3 If the number of candidates nominated for election to a particular office exceeds the number to be elected a ballot shall be conducted at the Annual General Meeting.
9.4 In the event of any office not being filled, the Committee may fill the vacancy.
10. POWERS OF THE COMMITTEE
The Committee shall, subject to the Rules and Purposes of C.V. control the affairs and business of C.V., and without limiting the generality of the foregoing powers the Committee has power:
to control all financial matters of C.V.; to appoint sub-committees; to elect the Councillors representing the Affiliate on the National Council of the A.C.R.S.; such Councillors to be elected from members of the Committee and to represent C.V. as directed by the Committee; to select times and places of meetings and prepare agendas therefore; to promote camellia shows, competitions, displays and functions and to set such rules as deemed necessary for their administration and conduct; to invest or lend any moneys of C.V. in such manner as it may think fit, and to vary or realize such investments; to appoint a Public Officer, Membership Secretary, Editor, Librarian, Publicity Officer, Registration Committee, show officials, flower judges, or any other office or officer it thinks fit, but no such appointee, if not already a member of the Committee, has a right to be present at Committee meetings except by invitation of the Committee and then without the right to vote; to fill casual vacancies on the Committee; and to make recommendations to the National Council of the A.C.R.S.. in relation to all matters affecting the interests of C.V. as an Affiliate of the A.C.R.S.; to initiate, alter or rescind awards as deemed appropriate and to set procedures for bestowing such awards.
11. QUORUM AT COMMITTEE MEETINGS
Five members of the Committee present in person shall constitute a quorum.
12. GENERAL MEETINGS
12.1 General Meetings shall be held in each month of the year from March to November on such day and at such hour and in such place as the Committee shall from time to time select. The Committee shall bring before such meetings all such business as should properly be dealt with by the members. Any member may, with the permission of the Chairman of the meeting, bring before such meeting any matter or question relating to the affairs of C.V. or to the subject of Camellias.
12.2 At General Meetings voting shall be by a show of hands unless otherwise required by these Rules, or by a secret ballot if the President so decides, and a majority shall prevail.
12.3 In the event of equality of voting on any question at a General Meeting, the President shall have a casting vote.
12.4 At General Meetings twenty-five (25) members shall form a quorum.
12.5 Notice of the time date and place fixed for holding General Meetings and notices of motions and general business at these meetings will be published in the C.V. Newsletter and mailed to members seven (7) days prior to the meeting.
13. ANNUAL GENERAL MEETINGS
13.1 The Annual General Meeting of C.V. shall be held before the end of October in each year.
13.2 Subject to the last preceding sub-rule the Committee shall determine the time and date when and the place where the Annual General Meeting of C.V. is to be held.
13.3 The Honorary Secretary shall give to each member of C.V. not less than fourteen (14) days' notice of the time, date and place fixed for the holding of the Annual General Meeting.
14. BUSINESS AT ANNUAL GENERAL MEETINGS
14.1 The Annual Report of the President stating the proceedings during the year immediately preceding the Annual General Meeting of C.V.
14.2 The Treasurer's Report and Statement of Accounts as at 31st August.
14.3 The election of Officers and members of the Committee of C.V.
14.4 The appointment of an Auditor.
14.5 A member of C.V. may by notice in writing given to the Honorary Secretary not less than fourteen (14) days before the time fixed for the holding of the Annual General Meeting give notice of his intention to move a resolution at that Annual General Meeting on any matter within the objects or relating to the affairs of the Association.
14.6 The Committee shall bring before an Annual General Meeting:
all matters of which notice has been given under the last preceding sub-rule; and
such other matters as it considers necessary in the interests of C.V. or its members.
14.7 An Annual General Meeting may grant leave to a member to bring before the meeting any business within the objects or relating to the affairs of C.V.
15. SPECIAL MEETINGS CONVENED BY THE COMMITTEE
15.1 The Committee may on its own motion convene a special meeting of C.V. to be held at a time, date and place fixed by the Committee.
15.2 The Honorary Secretary shall cause notice of the time, date and place so fixed to be given at least seven (7) days prior to the meeting to each member and of the matter or matters to be considered at the Special Meeting.
15.3 No other matter or matters shall be considered at the meeting.
16. SPECIAL MEETINGS CONVENED AT THE REQUEST OF MEMBERS
16.1 Four members of C.V. may by notice in writing given to the Honorary Secretary request the Committee to convene a Special Meeting for the purpose of determining the matter or matters specified in the notice.
16.2 The Committee shall fix a time, date and place for the holding of the Special Meeting.
16.3 The Honorary Secretary shall give to each member of C.V. notice of the time, date and place fixed for the holding of the Special Meeting and of the matter or matters of which notice has been given under this rule, such notice to be given at least seven (7) days prior to the meeting.
16.4 No matter other than the matter or matters of which notice has been so given shall be considered or transacted at the Special Meeting convened under this rule.
17. QUORUM AT ANNUAL GENERAL MEETINGS OR SPECIAL MEETINGS
Twenty-five (25) members of C.V. present in person constitute a quorum.
18.1 The President is the administrative head of C.V. and shall direct its affairs subject to the control of the Committee. He is a member ex-officio of sub-committees.
18.2 The Vice-Presidents shall act as consultants to the President and one shall take the place of the President during his absence.
18.3 The Honorary Treasurer shall:
receive and take charge of all moneys of C.V. and pay same into an account of C.V. and attend to its investments at the direction of the Committee;
submit accounts of receipts and payments in a form acceptable to the Committee at any time when requested by the Committee;
be responsible for the safe custody of all books of account, supporting documents and securities of C.V. and these shall be made available for inspection by the members at a reasonable time and place.
18.4 The Honorary Secretary is the executive officer of C.V. and custodian of its records. He shall keep the minutes of C.V., conduct correspondence, act as liaison officer with the officers of the A.C.R.S. and other Affiliates, and perform such other duties as may be required of him by the Committee. He shall at the time specified by the National Council of the A.C.R.S. certify in writing to the National Secretary of the A.C.R.S. the names and addresses of the Councillors who have been appointed by C.V. and who are willing to act.
18.5 The Membership Secretary shall receive subscriptions, record the membership and transfer membership records and affiliation fees when required to the proper officer of the A.C.R.S.
18.6 The Editor has general supervision over the editing, publishing and distribution of the publications of C.V. under the general control of the Committee.
18.7 Any of the above duties may be delegated to a member of C.V. with the approval of the Committee.
The income of C.V. shall be derived from subscriptions, interest from investments, entrance fees to exhibitions, shows and displays staged by C.V., sale of horticultural and allied materials, gifts, bequests and any other legitimate form of fund-raising as may be approved by the Committee.
20. MANAGEMENT OF FUNDS
20.1 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members of the Committee authorised so to do.
20.2 The income and property of C.V. whencesoever derived shall be applied solely towards the promotion of the objectives of C.V. and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the members of C.V. provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of C.V. or to any member of C.V. in return for any services actually rendered to C.V. or reasonable and proper rent for premises let by any member to C.V.
21.1 A person not being an officer or member of the Committee shall be appointed at each Annual General Meeting as Auditor of the Association and he shall carry out audits of the books and accounts of the Association.
21.2 The Auditor of shall hold office until the next ensuing Annual General Meeting and is eligible for re-appointment.
21.3 Where an auditor is unable to perform his duties the Committee shall appoint another person to act as auditor in his place.
22. ALTERATION OF STATEMENT OF PURPOSES AND RULES
22.1 The Statement of Purposes and Rules may be amended by a resolution passed by a three-quarter majority of the members present in person at the Annual General Meeting or a Special Meeting of C.V. called for that purpose, of which one month's notice specifying the intention to propose the resolution as an amendment to the Statement of Purposes and Rules is given.
22.2 The Notice to Members calling the meeting shall contain particulars of the proposed amendment.
23.1 The Common Seal of C.V. shall be kept in the custody of the Honorary Secretary or the Public Officer.
23.2 The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either of two members of the Committee or of one member of the Committee and of the Public Officer of C.V.
24. CUSTODY OF RECORDS
Except as otherwise provided in these Rules, the Honorary Secretary shall keep in his custody or under his control all books, documents and securities of C.V., all of which shall be made available for inspection by members at a reasonable time and place.
25.1 A notice may be served by or on behalf of C.V. upon any member either personally or by sending it by post to the member at his address shown in the Register of members.
25.2 Where a document is properly addressed, pre-paid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the member at the time at which the latter would have been delivered in the ordinary course of post.
26. PUBLIC OFFICER
26.1 The Public Officer shall be a member appointed by the Committee at the Committee Meeting immediately following the Annual General Meeting.
26.2 The statutory obligations of the Public Officer are:
to notify the Registrar of his appointment (except as a result of incorporation of an unincorporated association or an organisation transferring from another Act) within fourteen (14) days;
to notify his change of address within fourteen (14) days
to notify alterations to the Statement of Purposes or Rules within one (1) month
to make application for approval of a change of name within the prescribed time (Section 13.2).
to lodge with the Registrar the documents required by Section 30 (4) in respect of the Annual General Meeting within one (1) month of the date of the meeting, or such further period as the Registrar may allow;
to produce any book to the Registrar or his authorised officer on being required to so do;
to tell the Registrar or his authorised officer where a book is at the time a request is made; and
not to hinder or obstruct the Registrar or his authorised officer whilst he is exercising powers of inspection pursuant to section 47 (1).
27. WINDING UP OR CANCELLATION
C.V. shall not be dissolved except at a General Meeting of C.V. specially convened for the purpose and by a Resolution carried by a majority of three-quarters of the votes recorded in respect of the same. If upon the winding up or dissolution of C.V. there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of C.V. but shall be given or transferred toan incorporated organisation or organisations with similar objectives to C.V. and which shall prohibit the distribution of its income and property amongst its members to the extent at least as great as is imposed on CV, such organisation to be determined by the members of CV at or before the time of dissolution and in default thereof by such Judge of the Supreme Court of Victoria as may have, or acquire, jurisdiction in the matter.
28.1 C.V. shall abide by the constitution and by-laws of the A.C.R.S. and that as an Affiliate will not interfere with the interests and policy of the A.C.R.S. at large.
28.2 Members of other Affiliates of the A.C.R.S. have the right to attend any general meeting of C.V. but have no right to speak or vote at any election of officers or upon any motion.
28.3 The Purposes and Rules of C.V. shall be deemed sufficiently authenticated for any purpose upon production of a copy thereof signed by the President and the Secretary.
29. DISPUTES AND MEDIATION
The grievance procedure set out in this rule applies to disputes under these Rules between a member and another member; or a member and C.V.
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.
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.
The mediator must be: a person chosen by agreement between the parties; or a person appointed by the Committee of C.V.; or a person appointed by the Dispute Settlement Centre of Victoria (Department of Justice).
A member of C.V. can be a mediator, however, the mediator cannot be a member who is a party to the dispute.
The parties to the dispute must, in good faith, attempt to settle the dispute.
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.
The mediator must not determine the dispute.
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 otherwise at law.