Draft rule changes
Rules of Association for Wikimedia Australia Inc. by incorporation in Victoria based upon Victorian Model Rules (available by download from here).
As amended at the Annual General Meeting on 25 November 2012 and approved by CAV on 21 June 2013.
The name of the incorporated association is Wikimedia Australia Incorporated (in these Rules called "the Association").
In these Rules, unless the contrary intention appears:
"committee" means the committee of management of the Association;
"financial year" means the year ending on 30 June;
"general meeting" means a general meeting of members convened in accordance with rule 12.
"member" means a member of the Association;
"ordinary member of the committee" means a member of the committee who is not an officer of the Association under Rule 21;
"Regulations" means regulations under the Act;
"relevant documents" has the same meaning as in the Act.
"the Secretary" means "the Secretary of the Association".
(2) In these Rules, a reference to the Secretary of an Association is a reference--
(a) if a person holds office under these Rules as Secretary of the Association--to that person to the secretary of the Association
3. Alteration of the rules
These Rules and the statement of purposes of the Association must not be altered except in accordance with the Act.
4. Membership, entry fees and subscription
(1) A person who applies and is approved for membership as provided in these Rules is eligible to be a member of the Association on payment of the entrance fee and annual subscription payable under these Rules.
(2) A person who is not a member of the Association at the time of the incorporation of the Association (or who was a member at that time but has ceased to be a member) must not be admitted to membership unless-
- (a) he or she applies for membership in accordance with sub-rule (3); and
- (b) the admission as a member is approved by the committee.
(3) An application of a person for membership of the Association must
include the name and address of the applicant; andinclude the name, address, and email address of the applicant;
- (b) bind the successful applicant to the rules of the Association; and
- (c) be lodged with the Secretary
of the Association.
- (c) be lodged with the Secretary
(4) As soon as practicable after the receipt of an application, the Secretary must refer the application to the committee.
(5) The committee must determine whether to approve or reject the application.
(6) If the committee approves an application for membership, the Secretary must, as soon as practicable-
- (a) notify the applicant in writing (by post or electronic transmission) of the approval for membership; and
- (b) request payment within 28 days after receipt of the notification of the sum payable under these Rules as the entrance fee and the first year's annual subscription.
(7) The Secretary must, within 28 days after receipt of the amounts referred to in sub-rule (6), enter the applicant's name in the register of members.
(8) An applicant for membership becomes a member and is entitled to exercise the rights of membership when his or her name is entered in the register of members.
(9) If the committee rejects an application, the committee must, as soon as practicable, notify the applicant in writing that the application has been rejected.
(10) A right, privilege, or obligation of a person by reason of membership of the Association-
- (a) is not capable of being transferred or transmitted to another person; and
- (b) terminates upon the cessation of membership whether by death or resignation or otherwise.
(11) The entrance fee is the relevant amount set out in Appendix 4.
(12) The annual subscription is the relevant amount set out in Appendix 4 and is payable in advance on or before 1 July in each year.
5. Register of members
(1) The Secretary must keep and maintain a register of members containing-
the name and address of each member; andthe name, address, and email address of each member; and
- (b) the date on which each member's name was entered in the register.
(2) Subject to Sections 58 and 59 of the Act, the register is available for inspection free of charge upon request by any person that has been a member of the organisation for the two consecutive years prior to the request, who may make a copy of entries in the register.
(3) A member may make a copy of entries in the register.
6. Ceasing membership
(1) A member of the Association may resign from the Association by giving notice in writing to the Secretary of his or her intention to resign no less than
- (a) one week after conclusion of a procedure defined in these Rules, and
- (b) one month after payment of all moneys due and payable.
(2) After the expiry of the period referred to in sub-rule (1) the member ceases to be a member.
(3) A member who has not made other arrangements with the committee may be deemed by the committee to have resigned if:
- (a) in the case where an annual membership fee is payable, that fee has not been paid within 28 days of the due date; and
- (b) in the case where no annual membership fee is payable, the member has not been contactable for a period of 28 days.
- (c) the date on which each member ceased to be a member;
- (d) the cessation reason for each member, to be recorded as death, resignation, expulsion or otherwise.
7. Discipline, suspension and expulsion of members
(1) Subject to these Rules, if the committee is of the opinion that a member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association, the committee may by resolution—
(a) fine that member an amount not exceeding $500; or
- (a) suspend that member from membership of the Association for a specified period; or
- (b) expel that member from the Association.
(2) A resolution of the committee under sub-rule (1) does not take effect unless—
- (a) at a meeting held in accordance with sub-rule (3), the committee confirms the resolution; and
- (b) if the member exercises a right of appeal to the Association under this rule, the Association confirms the resolution in accordance with this rule.
(3) A meeting of the committee to confirm or revoke a resolution passed under sub-rule (1) must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with sub-rule (4).
(4) For the purposes of giving notice in accordance with sub-rule (3), the Secretary must, as soon as practicable, cause to be given to the member a written notice-
- (a) setting out the resolution of the committee and the grounds on which it is based; and
- (b) stating that the member, or his or her representative, may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after the notice has been given to that member; and
- (c) stating the date, place and time of that meeting; and
- (d) informing the member that he or she may do one or both of the following-
- (i) attend that meeting;
- (ii) give to the committee before the date of that meeting a written statement seeking the revocation of the resolution;
- (e) informing the member that, if at that meeting, the committee confirms the resolution, he or she may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.
(5) At a meeting of the committee to confirm or revoke a resolution passed under sub-rule (1), the committee must-
- (a) give the member, or his or her representative, an opportunity to be heard; and
- (b) give due consideration to any written statement submitted by the member; and
- (c) determine by resolution whether to confirm or to revoke the resolution.
(6) If at the meeting of the committee, the committee confirms the resolution, the member may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.
(7) If the Secretary receives a notice under sub-rule (6), he or she must notify the committee and the committee must convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.
(8) At a general meeting of the Association convened under sub-rule (7)--
- (a) no business other than the question of the appeal may be conducted; and
- (b) the committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; and
- (c) the member, or his or her representative, must be given an opportunity to be heard; and
- (d) the members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked.
(9) A resolution is confirmed if, at the general meeting, not less than two-thirds of the members vote in person, or by proxy, in favour of the resolution. In any other case, the resolution is revoked.
8. Disputes and mediation
(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.
(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.
(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; or
- (ii) in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
(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; and
- (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) 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 or otherwise at law.
9. Annual general meetings
(1) The committee may determine the date, time and place of the annual general meeting of the Association.
(2) The notice convening the annual general meeting must specify that the meeting is an annual general meeting.
(3) The ordinary business of the annual general meeting shall be-
- (a) to confirm the minutes of the previous annual general meeting and of any general meeting held since that meeting; and
- (b) to receive from the committee reports upon the transactions of the Association during the last preceding financial year; and
- (c) to elect
officers of the Association and the ordinarythe members of the committee; and
- (c) to elect
- (d) to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.
(4) The annual general meeting may conduct any special business of which notice has been given in accordance with these Rules.
(5) Annual General Meetings may be held by conferencing via electronic means.
between several centres. Each centre must have a Returning Officer, appointed by the Secretary, to report attendance and numbers voting on each resolution.
10. Special general meetings
(1) In addition to the annual general meeting, any other general meetings may be held in the same year.
(2) All general meetings other than the annual general meeting are special general meetings.
(3) The committee may, whenever it thinks fit, convene a special general meeting of the Association.
(4) If, but for this sub-rule, more than 15 months would elapse between annual general meetings, the committee must convene a special general meeting before the expiration of that period.
(5) The committee must, on the request in writing of members representing not less than 5 per cent of the total number of members, convene a special general meeting of the Association.
(6) The request for a special general meeting must--
- (a) state the objects of the meeting; and
- (b) be signed by the members requesting the meeting; and
- (c) be sent to the address of the Secretary.
(7) If the committee does not cause a special general meeting to be held within one month after the date on which the request is sent to the address of the Secretary, the members making the request, or any of them, may convene a special general meeting to be held not later than 3 months after that date.
(8) If a special general meeting is convened by members in accordance with this rule, it must be convened in the same manner so far as possible as a meeting convened by the committee and all reasonable expenses incurred in convening the special general meeting must be refunded by the Association to the persons incurring the expenses.
(9) Annual General Meetings may be held by conferencing via electronic means.
between several centres. Each centre must have a Returning Officer, appointed by the Secretary, to report attendance and numbers voting on each resolution.
11. Special business
All business that is conducted at a special general meeting and all business that is conducted at the annual general meeting, except for business conducted under the rules as ordinary business of the annual general meeting, is deemed to be special business.
12. Notice of general meetings
(1) The Secretary of the Association, at least 14 days, or if a special resolution has been proposed at least 21 days, before the date fixed for holding a general meeting of the Association, must cause to be sent to each member of the Association, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.
(2) Notice may be sent--
- (a) by prepaid post to the address appearing in the register of members; or
- (b) if the member requests, by facsimile transmission or electronic transmission.
(3) No business other than that set out in the notice convening the meeting may be conducted at the meeting.
(4) A member intending to bring any business before a meeting may notify in writing, or by electronic transmission, the Secretary of that business, who must include that business in the notice calling the next general meeting.
13. Quorum at general meetings
(1) No item of business may be conducted at a general meeting unless a quorum of members entitled under these Rules to vote is present at the time when the meeting is considering that item.
(2) Five members personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting.
(3) If, within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present-
- (i) in the case of a meeting convened upon the request of members - the meeting must be dissolved; and
- (ii) in any other case--the meeting shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place.
(4) If at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members personally present (being not less than 3) shall be a quorum.
14. Presiding at general meetings
(1) The President, or in the President's absence, the Vice-President, shall preside as Chairperson at each general meeting of the Association.
(2) If the President and the Vice-President are absent from a general meeting, or are unable to preside, the members present must select one of their number to preside as Chairperson.
15. Adjournment of meetings
(1) The person presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place.
(2) No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.
(3) If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with rule 12.
(4) Except as provided in sub-rule (3), it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.
16. Voting at general meetings
(1) Upon any question arising at a general meeting of the Association, a member has one vote only.
(2) All votes must be given personally or by proxy.
(3) In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.
(4) A member is not entitled to vote at a general meeting unless all moneys due and payable by the member to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.
17. Poll at general meetings
(1) If at a meeting a poll on any question is demanded by not less than 3 members, it must be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
(2) A poll that is demanded on the election of a Chairperson or on a question of an adjournment must be taken immediately and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the Chairperson may direct.
18. Manner of determining whether resolution carried
If a question arising at a general meeting of the Association is determined on a show of hands-
- (a) a declaration by the Chairperson that a resolution has been-
- (i) carried; or
- (ii) carried unanimously; or
- (iii) carried by a particular majority; or
- (iv) lost; and
- (b) an entry to that effect in the minute book of the Association--
- is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
(1) Each member is entitled to appoint another member as a proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
(2) The notice appointing the proxy must be--
- (a) for a meeting of the Association convened under rule 7(7), in the form set out in Appendix 2; or
- (b) in any other case, in the form set out in Appendix 3.
20. Committee of management
(1) The affairs of the Association shall be managed by the committee of management.
(2) The committee--
- (a) shall control and manage the business and affairs of the Association; and
- (b) may, subject to these Rules, the Act and the Regulations, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association; and
- (c) subject to these Rules, the Act and the Regulations, has power to perform all such acts and things as appear to the committee to be essential for the proper management of the business and affairs of the Association.
(3) Subject to section 23 of the Act, the committee shall consist of eight members,
- (a) the officers of the Association; and
(b) four ordinary members--
- each of whom shall be elected at the annual general meeting of the Association in every second year, starting at the 2013 annual general meeting.
(4) Only members over the age of 18 may serve as
officers of the Association or ordinary committee members. committee members.
21. Election of
officers and ordinary committee members
(1) Nominations of candidates for election as
officers of the Association or as ordinary members of the committee must be--
- (a) made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
- (b) delivered to the Secretary
of the Associationnot less than 7 days before the date fixed for the holding of the annual general meeting.
- (b) delivered to the Secretary
A candidate may nominate for one only of the offices and/or as an ordinary member of the committee, but may only be elected to one position.
(3) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations may be received at the annual general meeting.
(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
(5) If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held.
(6) The ballot for the election
of officers and ordinary members of the committee must be conducted in such manner as the committee directs. , save that the ballot will be conducted in the order of offices as specified in 21(1) followed by the ordinary members of the committee, with any successful candidate for an office withdrawing, if nominated, from the ballot for ordinary membership of the committee, either—
- (a) at the annual general meeting, or
- (b) via electronic voting prior to the annual general meeting, with the software source code available to the public 28 days before the ballot opens.
22. Vacancies of committee members
(1) The office of a member of the committee becomes vacant if he or she—
- (a) ceases to be a member of the Association; or
- (b) becomes an insolvent under administration within the meaning of the Corporations Law; or
- (c) resigns from the committee by notice in writing given to the Secretary; or
- (d) fails to attend three consecutive scheduled committee meetings without leave.
(2) In the event of a casual vacancy on the committee, the committee must appoint a member of the
organisation Association to the committee within 14 days, who will normally remain in office up to the next election of committee members.
23. Office holders
(1) The first order of business at its first meeting after an election for committee members at an annual general meeting will be to elect by majority vote each of the four officers of the Association:
the officers of the Association shall be--
- (a) a President;
- (b) a Vice-President;
- (c) a Treasurer; and
- (d) a Secretary.
(2) Officers will normally have tenure until the next election for the committee; but the committee may at any time make changes to office holders by majority vote.
(3) In the event of a vacancy in any office referred to in sub-rule (1), the committee must elect a replacement within 14 days.
(2) The provisions of rule 23, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the officers referred to in sub-rule (1).
(3) Each officer of the Association shall hold office until the annual general meeting next after the date of his or her election but is eligible for re-election.
(4) In the event of a casual vacancy, as specified in rule 24, in any office referred to in sub-rule (1), the committee must within 14 days appoint an eligible member of the organisation to the vacant office and the member appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of the appointment.
24. Meetings of the committee
(1) The committee must meet at least 3 times in each year at such place and such times as the committee may determine.
(2) Special meetings of the committee may be convened by the President or by any 4 members of the committee.
(3) Meetings of the Committee may be held by teleconferencing, and by real-time internet-based communications.
25. Notice of committee meetings
(1) Written notice of each committee meeting must be given to each member of the committee at least 2 business days before the date of the meeting.
(2) Written notice must be given to members of the committee of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting.
26. Quorum for committee meetings
(1) Any 4 members of the committee including one (1) officer of the association, as defined in clause 21(1), constitute a quorum for the conduct of the business of a meeting of the committee.
(2) No business may be conducted unless a quorum is present.
(3) If within half an hour of the time appointed for the meeting a quorum is not present--
- (i) in the case of a special meeting--the meeting lapses;
- (ii) in any other case--the meeting shall stand adjourned to the same place and the same time and day in the following week.
(4) The committee may act notwithstanding any vacancy on the committee.
27. Presiding at committee meetings
At meetings of the committee-
- (a) the President or, in the President's absence, the Vice-President presides; or
- (b) if the President and the Vice-President are absent, or are unable to preside, the members present must choose one of their number to preside.
28. Voting at committee meetings
(1) Questions arising at a meeting of the committee, or at a meeting of any sub-committee appointed by the committee, shall be determined on a show of hands or, if a member requests, by a poll taken in such manner as the person presiding at that meeting may determine.
(2) Each member present at a meeting of the committee, or at a meeting of any sub-committee appointed by the committee (including the person presiding at the meeting), is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3) Members of the Committee may be required to provide verification of identity to the person presiding over the meeting.
29. Removal of committee member
(1) The Association in general meeting may, by resolution, remove any member of the committee before the expiration of the member's term of office and appoint another member in his or her place to hold office until the expiration of the term of the first-mentioned member.
(2) A member who is the subject of a proposed resolution referred to in sub-rule (1) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.
(3) The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting.
30. Minutes of meetings
(1) The Committee must ensure that minutes are taken and kept of each committee meeting and general meeting, and are published online.
(2) Meeting minutes must record the following—
- (a) the business considered at the meeting;
- (b) any resolution on which a vote is taken and the result of the vote;
- (c) any material personal interest disclosed.
(3) In addition, the minutes of each annual general meeting must include—
- (a) the financial statements submitted to the members in accordance with rule 29(3)(b)(ii); and
- (b) any audited accounts and auditor's report or report of a review accompanying the financial statements that are required under the Act.
(4) The Committee may keep parts of the committee meeting minutes private, provided the public minutes record the parts of the minutes that are not available for public inspection.
(1) The Treasurer of the Association must-
- (a) collect and receive all moneys due to the Association and make all payments authorised by the Association; and
- (b) keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two members of the committee.
(3) The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the committee determines.
(1) The common seal of the Association must be kept in the custody of the Secretary.
(2) The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures of two members of the committee.
33. Notice to members
Except for the requirement in rule 12, any notice that is required to be given to a member, by on behalf of the Association, under these Rules may be given by-
- (a) delivering the notice to the member personally; or
- (b) sending it by prepaid post addressed to the member at that member's address shown in the register of members; or
- (c) facsimile transmission, if the member has requested that the notice be given to him or her in this manner; or
- (d) electronic transmission, if the member has requested that the notice be given to him or her in this manner.
34. Winding up
(1) In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association must be disposed of in accordance with the provisions of the Act.
(2) In the event of the Association being dissolved, the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to another non-profit organisation with similar purposes and which has rules prohibiting the distribution of its assets and income to its members.
35. Custody and inspection of books and records
(1) Except as otherwise provided in these Rules, the Secretary must keep in his or her custody or under his or her control all books, documents and securities of the Association.
(2) All accounts, books, securities and any other relevant documents of the Association', other than parts of the committee meeting minutes that are not open for inspection, must be available for inspection free of charge by any member upon request.
(3) A member may make a copy of any accounts, books, securities and any other relevant documents of the Association.
36. Association to be not-for-profit
The assets and income of the Association shall be applied solely in furtherance of its aims and objects and no portion shall be distributed directly or indirectly to the members of the organisation except as bona fide compensation for services rendered or expenses incurred on behalf of the organisation.
"Form of appointment of proxy for meeting of association convened under rule 7(7)"
- As per model rules
"Form of appointment of proxy"
- As per model rules
"Schedule of fees should read:
- Entrance fee - $0.00 (zero)
- Annual subscription fee - As defined by the committee from time to time.
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