(INCORPORATED 23RD MAY 1991) AS AMENDED 15TH JULY 2003
The name of the Association is 'Friends of the Porongurup Range (Inc.)
In these rules, unless the contrary intention appears 'Committee Meeting' means meeting referred to in rule 15(1).
'committee member' means person referred to in paragraph (a), (b), (c), (d) or (e) of rule 10(1).
'financial year' has the meaning given by section 3(1) of the Act, a reference in that section to:
'an incorporated association' or 'the association' being construed as a reference to the Association, and
'the committee' being construed as a reference to the Committee.
'general meeting' means meeting being convened under rule 16;
'member' means 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; or otherwise than in relation to the proceeding referred to in paragraph (a), the person referred to in rule 10(1)(a) or, if that person is unable to perform his or her functions, the Vice-Chairperson;
'the Committee' means the Committee of Management of the Association referred to in rule 10(1);
'the Secretary' means the Secretary referred to in rule 10(1)(d);
the Vice-Chairperson' means the Vice-Chairperson referred to in rule 10(1)(b).
The primary objects of the Association is to conserve the natural environment of the area whilst fostering knowledge and respect of its uniqueness.
Other specific objects are:
The powers conferred on the Association by section 13 of the Act are subject to the following additions, exclusions or modifications:
Membership of the Association is open to all members of the public who agree to abide by the constitution of the Association.
A person who wishes to become a member shall:
apply for membership to the Committee in writing
(i) signed by that person and by both of the members referred to in paragraph (b); and
in such form as the Committee from time to time directs;
be proposed by one member and seconded by another member.
The Committee members shall consider each application made under sub-rule (2) at a Committee meeting and shall at the Committee meeting or a subsequent Committee meeting accept or reject that application.
The Secretary shall on behalf of the Association keep and maintain the register of members in accordance with section 27 of the Act and that register shall be so kept and maintained at his or her place of residence.
The Secretary shall cause the name of a person who dies or ceases to be a member under rule 7(3), 8(1) or 9 to be deleted from the register of members referred to in sub-rule (1).
The members shall from time to time at a general meeting determine the amount of the subscription to be paid by each member.
Each member shall pay to the Treasurer, annually on or before 1st July or such other date as the Committee from time to time determines, the amount of the subscription determined under subrule (1).
Subject to subrule (4), a member whose subscription is not paid within 3 months after the relevant date fixed by or under subclause (2) ceases on the expiry of that period to be a member, unless the Committee decides otherwise.
A member is a financial member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under subrule (2) or within 3 months thereafter.
A member who delivers notice in writing of his or her resignation from the Association to the Secretary or another Committee member ceases on that delivery to be a member.
A person who ceases to be a member under subrule (1) remains liable to pay the Association the amount of any subscriptions due and payable by that person to the Association but unpaid at the date of that cessation.
If the Committee considers that a member should be expelled from membership to the Association because of his or her conduct being detrimental to the interests of the Association, the Committee shall communicate, either orally or in writing, to the member:
notice of the proposed expulsion and of the time, date and place of the Committee meeting at which the question of expulsion will be decided; and
particulars of that conduct,
not less than 30 days before the date of the Committee meeting referred to in paragraph (a),
At the Committee meeting referred to in a notice communicated under subrule (1), the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, to make representation in writing to the Committee, expel or decline that member from membership of the Association and shall, forthwith after deciding or not to expel that member, communicate that decision in writing to that member.
Subject to subrule (5), a member who is expelled under subrule (2) from membership of the Association ceases to be a member 14 days after the day of which the decision so to expel him or her is communicated to him or her under subrule (2).
A member who is expelled under subrule (2) from membership of the Association shall, if he or she wished to appeal against that expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in subrule (3).
When notice is given under subrule (4):
the Association in a general meeting may, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or make representati9ons in writing to, the Association in the general meeting, confirm or set aside the decision of the Committee to expel that member; and
the member who gave that notice does not cease to be a member unless and until the decision of the Committee to expel him or her is confirmed under this subrule.
The Committee shall be elected by ballot as necessary at the Annual General Meeting of Members and shall comprise:
a President;
a Vice President;
a Secretary;
a Treasurer; and
not less than 4 other persons,
all of whom shall be members of the Association elected to membership of that Committee at an Annual General Meeting or appointed under subrule (6).
All positions of the Committee become vacant at each Annual General Meeting of Members.
The Committee shall have the power to co-opt members for specialist tasks as appropriate.
At Committee meeting a quorum shall consist of no less than four members.
If the number of persons nominated for election to membership of the Committee does not exceed the number of vacancies in that membership to be filled, the Chairperson shall declare those persons to be duly elected as members of the Committee at the annual general meeting concerned.
When a casual vacancy within the meaning of rule 14 occurs in the membership of the Committee
the Committee may appoint a member to fill that vacancy; and
a member appointed under this subrule shall:
(i) hold office until the commencement of; and
be eligible for election to membership at the next following Annual General Meeting.
Subject to this rule, the Chairperson shall preside at all general meetings and Committee meetings.
In the event of the absence from
a general meeting of
(i) the Chairperson, the Vice Chairperson or
both the Chairperson and the Vice Chairperson, a member elected by the other general members present at the general meeting;
a former chairperson present at the meeting
or
a Committee meeting of:
(i) the Chairperson, the Vice Chairperson; or
both the Chairperson and the Vice Chairperson, a Committee member elected by the other Committee members present;
a former Chairperson present at the meeting,
shall preside at the general meeting or Committee meeting, as the case requires.
The Secretary shall:
co-ordinate the correspondence of the Association;
keep full and correct minutes of the proceedings of the Committee and of the Association;
comply on behalf of the Association with:
section 27 of the Act in respect of the register of members of the Association;
section 28 of the Act in respect of the rules of the Association; and
section 29 of the Act in respect of the record of the office holders, and any trustees, of the Association
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
perform such other duties as are imposed by these rules on the Secretary.
The Treasurer shall:
be responsible for the receipt of all monies paid to or received by, or by him on behalf of, the Association and shall issue receipts for those monies in the name of the Association;
pay all monies referred to in paragraph (a) into such account or accounts of the Association as the Committee may from time to time direct;
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 cheques are signed by the Treasurer and be counter signed by the Secretary or Chairperson.
Comply on behalf of the Association with section 25 and 26 of the Act in respect of the accounting records of the Association;
Whenever directed to do so by the Chairperson, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;
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
Perform such other duties as are imposed by these rules on the Treasurer.
A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member:
dies;
resigns by notice in writing delivered to the Chairperson or, if the Committee member is the Chairperson, to the Vice Chairperson;
is convicted of an offence under the Act;
is permanently incapacitated by mental or physical ill health;
is absent from more than
(i) 3 consecutive Committee meetings; or
3 Committee meetings in any one financial year,
of which he or she has received notice without tendering an apology to the person presiding at each of those Committee meetings; or
ceases to be a member of the Association.
The Committee shall meet together for the dispatch of business not less than once each two calendar months and the Chairperson may at any time convene a meeting of the Committee.
Each Committee member has a deliberate vote.
A question arising at a Committee meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the Committee meeting shall have a casting vote in addition to his or her deliberate vote.
At a Committee meeting 5 Committee members constitute a quorum.
Subject to these rules, the procedure and order of business to be followed at a Committee meeting shall be determined by the Committee members present at the Committee meeting.
A Committee member having any direct or indirect pecuniary interest referred to in section 21 or 22 of the Act shall comply with that section.
The Committee
may at any time convene a special general meeting;
shall convene annual general meetings within time limits provided for the holding of annual general meetings by section 23 of the Act; and
shall within 30 days of
(i) receiving a request in writing to do so from not less than 5 members, convene a special general meeting for the purpose specified in that request; or
the Secretary receiving a notice under rule 9(4), convene a special general meeting for the purpose of dealing with the appeal to which that notice relates
the members making a request referred to in subrule (1) (c)(I) shall
state in that request the purpose for which the special general meeting concerned is required; and
sign that request.
If a special general meeting is not convened within the relevant period of 30 days referred to
in subrule (1)(c)(I), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee, or
in subrule (1)(c)(ii), the member who gave the notice concerned may himself convene a special general meeting as if he or she were the Committee.
When a special general meeting is convened under subrule (3)(a) or (b);
the Committee shall ensure that the members or member convening the special general meeting are supplied free of charge with particulars of all members, and
the Association shall pay the reasonable expenses of convening and holding the special general meeting.
Subject to subrule (8), the Secretary shall give to all members not less than 14 days notice of a general meeting and of any motions to be moved at the general meeting
A notice given under subrule (5) shall specify
when and where the general meeting concerned is to be held; and
particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.
In the case of an annual general meeting, the order in which business is to be transacted is:
first, the consideration of accounts and reports of the Committee;
second, the election of Committee members to replace outgoing Committee members; and
third, any other business requiring consideration by the Association in a general meeting.
The Secretary shall give all members not less than 21 days notice of a general meeting at which a special resolution is to be proposed and of any other motions to be moved at that general meeting.
The Secretary may give notice under subrule (5) or (8) by:
serving it on members personally; or
sending it by post to a member at the address of the member appearing in the register of members kept and maintained under section 27 of the Act.
by telephoning a member on the number appearing in the register of members as in (9)(b) above
by sending a fascimile to a member on the number appearing in the register of members as in (9)(b) above
by sending the notice by electonic mail (email) to the address appearing in the register of members as in 9(b) above.
When a notice is sent by post under subrule (9)(b), sending of the notice shall be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.
At a general meeting 10 members present in person or by proxy constitute a quorum.
If within 30 minutes after the time specified for the holding of a general meeting in a notice given under rule 16(5) or (8):
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
otherwise than 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 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
otherwise than 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.
If within 30 minutes of the time appointed by subrule (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.
The Chairperson may, with the consent of a general meeting at which a quorum is present, and shall, if so directed by such a general meeting, adjourn the general meeting from time to time and from place to place.
There shall 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.
When a general meeting is adjourned for a period of 30 days or more, the Secretary shall give notice under rule 16 of the adjourned general meeting as if that general meeting were a fresh general meeting.
At a general meeting:
an ordinary resolution put to the vote shall be decided by a majority of voters cast on a show of hands; and
a special resolution put to the vote shall be decided in accordance with section 24 of the Act.
A declaration by the Chairperson at a general meeting that s resolution has been passed as an ordinary resolution thereat shall be evidence of the fact, unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with subrule (9).
At a general meeting, a poll may be demanded by the Chairperson at the general meeting or by 3 or more members present in person or by proxy and, if so demanded, shall be taken in such manner as the Chairperson directs.
If a poll is demanded and taken under subrule (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.
A poll demanded under subrule (9) on the election of a person to preside over a general meeting or on the question of an adjournment shall be taken forthwith on that demand being made.
The Secretary shall cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then entered within 30 days after the holding of each general meeting or Committee meeting, as the case requires, in a minute book kept for the purpose.
The Chairperson shall ensure that the minutes taken of a general meeting or Committee meeting under subrule (1) are checked and signed as correct by the Chairperson of the general meeting or Committee meeting to which those minutes relate or of the next succeeding general meeting or Committee meeting, as the case requires.
When minutes have been entered and signed as correct under this rule, they shall, until the contrary is proved, be evidence that:
the general meeting or Committee meeting to which they relate (in this subrule called 'the meeting') was duly convened and held;
all proceedings recorded as having taken place at the meeting did in fact take place thereat; and
all appointments or elections purporting to have been made at the meeting have been validly made.
Subject to these rules, each member present in person or by proxy at a general meeting is entitled to a deliberate vote.
A member which is a body corporate may appoint in writing a natural person, whether or not he or she is a member, to represent it at a particular general meeting or at all general meetings.
An appointment made under subrule (2) shall be so made by a resolution of the board or other governing body of the body corporate concerned
which resolution is authenticated under the common seal of that body corporate; and
a copy of the resolution is lodged with the Secretary.
A person appointed under subrule (2) to represent a member which is a body corporate shall be deemed for all purposes to be a member until that appointment is revoked by the body corporate, or, in the case of an appointment in respect of a particular general meeting, which appointment is not so revoked, the conclusion of that general meeting.
A member (in this rule called 'the appointing member') may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend and vote of behalf of the appointing member at any general meeting.
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.
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.
The Association shall have a common seal on which its corporate name shall appear in legible characters.
The common seal of the Association shall not be used without the express authority of the Committee and every use of that common seal shall be recorded in the minute book referred to in rule 18.
The affixing of the common seal of the Association shall be witnessed by any 2 of the Chairperson, the Secretary and the Treasurer.
The common seal of the Association shall be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.
A member may at any reasonable time or within 7 days of notice to inspect, inspect without charge the books, documents, records and securities of the Association.
If, on 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 shall be distributed
to another incorporated association having objects similar to those of the Association, or
for charitable purposes
which incorporated association or purposes, as the case requires, shall 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.
Annexure
The Porongurup Conservation Fund Public Fund (the Fund) is established pursuant to the Constitution of the Company as amended.
The Fund is established for the specific and sole purpose of supporting the principal environmental objects of the Company.
The role of the Fund is to: