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Rules of Australia-Japan Association of South Australia Incorporated
1 The name of the incorporated Association is Australia-Japan Association of South Australia referred to herein as “the Association”.
2 In these rules, unless the contrary intention appears;
(1) “Committee” means the committee of management of the Association.
(2) “Meeting” means a general meeting of members of the association convened in accordance with these rules.
(3) “Member” means a member of the Association.
(4) the “Act” means the associations Incorporation Act, 1985.
(5) the “Regulations” means the Associations Regulations, 1993.
(6) “Executive Committee” is the Executive Committee appointed by the Committee.
3 Objects and Purposes
The objects and purposes of the Association shall be;
(1) to foster and promote friendship and understanding between the peoples of Australia and Japan.
(2) to develop, support and encourage business and cultural links and understanding between Australia and Japan.
(3) to develop, support and encourage the teaching of and use of the Japanese language.
(4) to establish, support and encourage organisations with objects that are compatible with the objects of this Association.
(5) to support and encourage persons in activities whose objects are compatible the objects of this Association.
(6) to do all such things necessary to the attainment of the above objects and purposes.
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4 Powers
The Association shall have all the powers conferred by Section 25 of the Act save that the Association shall have the power to invest its moneys in any security in which an Act of Parliament does not state that trust moneys may be vested.
5 Membership
Any person including a body corporate may apply for membership of the Association. The application for membership shall be made in writing, signed by the applicant and shall be in such form as the Committee shall prescribe from time to time. Upon the acceptance of the application by the Committee and upon payment of the annual subscription fee (or the relevant portion thereof calculated to the next 1st day of July) the applicant shall be a member of the Association.
6 Subscriptions
(1) The subscription fee shall be such sum as the members shall determine from time to time in general meeting.
(2) The subscription fee shall be payable annually on 1 July or at such other time as the Committee shall determine from time to time.
(3) Any member whose subscription is outstanding for more than 3 months after the due date for payment shall cease to be a member of the Association, provided always that the Committee may reinstate such a person’s membership on such terms as it thinks fit.
7 Resignation
A member may resign from membership of the Association by giving written notice thereof to the Secretary or Public Officer of the Association. Any member so resigning shall be liable for any outstanding subscriptions which shall be recovered as a debt due to the Association.
8 Expulsion of a Member
(1) Subject to giving a member an opportunity to be heard or to make a written submission, the Committee may resolve to expel a member upon a charge of conduct detrimental to the intents of the Association.
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(2) Particulars of the charge shall be communicated to the member at least one calendar month before the meeting of the Committee at which the matter will be determined.
(3) The determination of the Committee shall be communicated to the member, and in the event of an adverse determination the member shall, subject to Rule 8 (4), cease to be a member 14 days after the Committee has communicated its determination to them.
(4) It shall be open to a member to appeal to the Association in general meeting against the expulsion. The intention to appeal shall be communicated to the Secretary or public Officer of the Association within 14 days after the determination of the Committee has been communicated to the member.
(5) In the event of an appeal under Rule 8 (4) the appellant’s membership of the Association shall not be terminated unless the determination of the Committee to expel the member is upheld by the members of the Association in general meeting after the appellant has been heard, and in such event membership will be terminated at the date of the general meeting at which the determination of the Committee is upheld.
9 The Committee
(1) The affairs of the Association including the financial and property affairs shall be managed and controlled exclusively by a Committee which in addition to any powers and authorities conferred by these rules may exercise all such powers and do all such things as are within the objects of the Association, and are not by the Act or by these rules required to be done by the Association in general meeting.
(2) The Committee shall have the power to appoint such Officers and employees as are required to carry out the objects of the Association, including a Public Officer and an auditor as required by the Act, and may delegate any of its powers to such Officers and employees.
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(3) The Committee shall be comprised of a President, a Vice-President, a Chairperson, a Deputy Chairperson, a Secretary/ Administrator, a Treasurer and such other members as the Association shall in general meeting from time to time decide. These other members may represent groups whose aims and objectives are compatible with the objects of this Association. All members of the Committee shall be members of the Association.
(4) The first Committee of the Association under these Rules shall be appointed at the meeting in which these Rules are adopted by the Association. At each subsequent annual general meeting all members of the Committee shall retire and shall be eligible for reappointment.
(5) The Committee may appoint a natural person to fill a casual vacancy, and such a committee member shall hold office until the next annual general meeting of the Association and such person shall be eligible for reappointment.
(6) A retiring Committee member shall be eligible to stand for re-election without nomination but no person not being a retiring Committee member shall be eligible to stand for election unless a member of the Association has nominated them at least 14 days before the meeting by delivering the nomination of that person to the Secretary of the Association. The nomination shall be signed by the proposer and by the nominee to signify a willingness to stand for election.
(7) Notice of all persons seeking election to the Committee shall be given to all members of the Association with the notice calling the meeting at which the election is to take place.
(8) If only the required number of persons is nominated to fill existing vacancies, the Secretary shall report accordingly to the annual general meeting, and the Chairperson shall declare such persons duly elected as Committee members.
10 Disqualification of Committee members
The office of Committee member shall become vacant if a committee member is;
(1) disqualified by the Act;
(2) expelled under these rules;
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(3) permanently incapacitated by ill health;
(4) absent without apology from either more than 3 consecutive Committee meetings, or more than 3 Committee meetings in one financial year;
(5) no longer the duly appointed representative of an accepted represented group.
11 Proceedings of the Committee
(1) The Committee shall meet together for the dispatch of business at least every 2 months.
(2) Questions arising at any meeting shall be decided by a majority of votes, and in the event of equality of votes the Chairperson shall have a casting vote in addition to a deliberative vote.
(3) A quorum for a meeting of the Committee shall be a majority of the members of the Committee.
(4) A member of the Committee having a pecuniary interest in a contract with the Association must disclose that interest to the Committee as required by the Act, and shall not vote with respect to that contract.
12 The Executive Committee
(1) The Executive Committee shall have such powers and authorities as are delegated to it by the Committee.
(2) The Executive Committee shall be comprised of the Chairperson, the Deputy Chairperson, the Secretary/Administrator, the Treasurer and one other member who shall be a member of the Association and who may also be a member of the Committee.
(3) The Executive Committee shall be appointed by the newly elected Committee at the annual general meeting of the Association. At each subsequent annual general meeting all members of the Executive Committee shall retire and shall be eligible for reappointment.
(4) The Committee may appoint a natural person to fill a casual vacancy on the Executive Committee and such an Executive Committee member shall hold office
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until the next annual general meeting of the Association and such person shall be eligible for reappointment.
13 Disqualification of Executive Committee Members
The office of Executive Committee member shall become vacant if an Executive Committee member is;
(1) Disqualified by the Act from being a member of the Committee.
(2) Expelled under these Rules.
(3) Permanently incapacitated by ill health.
(4) Absent without apology from more than 3 consecutive Executive Committee meetings or more than 3 Executive Committee meetings in a financial year.
14 Proceedings of the Executive Committee
(1) The Executive Committee shall meet together for the dispatch of business at least monthly.
(2) Questions arising at any meeting shall be decided by a majority of votes and in the event of equality of votes the Chairperson shall have a casting vote in addition to a deliberative vote.
(3) A quorum for a meeting of the Executive Committee shall be 3 members.
(4) A member of the Executive Committee having a pecuniary interest in a contract with the Association must disclose that interest to the Executive Committee as required by the Act for members of the Committee regarding disclosures to the Committee and shall not vote with respect to that contract.
15 Financial Year
The financial year of the Association shall be a period of 12 months ending on the 30th day of June in each year.
16 Borrowing Powers
(1) Subject to this rule the Association may borrow money from banks or other financial institutions upon such terms and conditions as the Committee sees fit, and may secure the repayment thereof by charging the property of the Association.
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(2) Subject to Section 53 of the Act the Association may invite and accept deposits of money from any person on such terms and conditions as may be determined by the Committee from time to time.
17 Rules
Subject to approval by an ordinary resolution of the members of the Association, these rules may be altered (including an alteration to name), or be rescinded and replaced by substituted rules.
18 The Seal
(1) The Association shall have a common seal upon which its corporate name shall appear in legible characters.
(2) The seal shall not be used without the express authorisation of the Committee, and every use of the seal shall be recorded in the minute book of the Association. The affixing of the seal shall be witnessed by any two of the following;
The President, the Vice-President, the Chairperson, and the Deputy Chairperson.
(3) The seal shall be kept in the custody of the Secretary or such other person as the Committee may from time to time decide.
19 Cheques
The Committee shall nominate 4 people who may sign cheques on behalf of the Association. Each cheque shall be signed by 2 out of the 4 people nominated by the Committee.
20 Meetings
(1) The Committee may call a special general meeting of the Association at any time, and shall call an annual general meeting in accordance with the Act.
(2) The first annual general meeting shall be held within 18 months after the incorporation of the Association, and thereafter within 5 months after the end of its financial year.
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(3) Upon requisition in writing of not less than 10 percent of the total number of members of the Association, the Committee shall within 1 month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.
(4) Every requisition for a special general meeting shall be signed by the members making the same and shall state the purpose of the meeting.
(5) If a special general meeting is not convened within one month as required by Rule 20 (3) the requisitionists may convene a special general meeting. Such a meeting shall be convened in the same manner as a meeting convened by the Committee, and for this purpose the Committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.
(6) Subject to Rule 20 (7) at least 14 days’ notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting. In the case of an annual general meeting, the order of the business at the meeting shall be the consideration of the accounts and reports of the Committee and the auditors, the appointment of auditors and Committee members (if applicable and required), and any other business requiring consideration by the Association in general meeting.
(7) Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
(8) A notice may be given by the Association to any member by serving the member with the notice personally, or by sending it by post to the address appearing in the register of members.
(9) Where a notice is sent by post, service of the notice shall be deemed to be effected if it is properly addressed and posted to the member by ordinary prepaid mail.
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21 Proceedings at Meetings
(1) 20 members or 25 percent of the financial members whichever is the lesser present shall constitute a quorum at any general meeting.
(2) If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.
(3) The Chairperson of the Committee or if there shall be no Chairperson, then the Vice-Chairperson of the Committee or in their absence, or on their declining to take, or retiring from the chair, one of the Committee members chosen by the meeting shall preside as Chairperson at every general meeting of the Association.
(4) If there is not such Chairperson or Vice-Chairperson present within 5 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be the Chairperson.
(5) The Chairperson may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(6) When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting of members.
(7) At any general meeting, a resolution put to a vote shall be decided on a show of hands, and a declaration by the Chairperson of the meeting that a resolution has been carried or lost, shall unless a poll is demanded be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, the resolution.
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(8) If a poll is demanded by the Chairperson of the meeting or by 3 or more members present personally it shall be taken in such manner as the Chairperson directs. The result of such a poll shall be the resolution of the meeting, except that, in the case of a special resolution, a majority is required of not less than ¾ of the members who being entitled to do so vote personally at the meeting.
(9) A poll demanded on the election of a Chairperson of a meeting or on any question of an adjournment, shall be taken at the meeting and without adjournment.
22 Minutes
(1) Proper minutes of all proceedings of meetings of the Association and of meetings of the Committees, shall be entered within 1 month after the relevant meeting in minute books kept for the purpose.
(2) The minutes kept pursuant to this rule shall be adopted by those present at the next meeting at which the proceedings took place or by the Chairperson of the next succeeding meeting.
(3) Where minutes are entered and signed they shall until the contrary is proved be evidence that the meeting was convened and duly held, that all proceedings held at the meeting are deemed to have been duly held, at that all appointments made at a meeting are deemed to be valid.
23 Voting Rights
(1) Subject to these rules each member present shall be entitled to one vote.
(2) A member being a body corporate shall be entitled to appoint in writing one person who need not be a member of the Association to represent it at a particular meeting or at all meetings of the Association. Such a person shall be deemed to be a member of the Association for all purposes until the authority to represent the corporate member is formally revoked.
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24 Accounts
(1) The Association shall keep such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association.
(2) The Association shall where required by the Act appoint an auditor and shall cause the accounts of the Association to be audited.
25 Winding Up
The Association may be wound up in the manner provided for in the Act.
26 Application of Surplus Assets
If after winding up of the Association there remains “surplus assets” as defined in the Act, such surplus assets shall not be distributed among the members but shall be given to another Association in South Australia with similar objects or if none exists, then to another Association elsewhere in Australia with similar objects.
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