Rules
MODEL RULES OF THE BURRUM CHAMBER OF COMMERCE INCORPORATED
1. NAME
The name of the incorporated association is BURRUM CHAMBER OF COMMERCE INC. (the Association),
2. OBJECTIVES
The objectives of the Association are:
1. To promote the image of Howard and its districts in all aspects and to clearly focus on the task of developing and increasing services to the area.
2. To act as the voice of business for its members.
3. To represent the interests of the business community to local authorities and to work and liaison with all existing local organizations.
4. To create good relationships and to interact with business and the community.
3. POWERS
1. The Association has the powers of an individual.
2. The Association may, for example:
a) Enter into contracts,
and
b) Acquire, hold, deal with and dispose of property
and
c) Make charges for services and facilities it supplies
and
d) Do other things necessary or convenient to be done in carrying out its affairs.
3. The Association may also issue secured and unsecured notes, debentures and debenture stock for the association.
4. CLASSES OF MEMBERS
1. The membership of the Association shall consist of ordinary Members.
2. The number of ordinary members is unlimited.
5. MEMBERSHIP
1. Ordinary members may be a natural person. A corporation, a partnership of natural persons or corporations, a firm trading as a business name registered according to law in Queensland who must hold a current business name registration, AB or ABN.
2. Each ordinary member who is not a single natural person must nominate, at the time of application for membership, the full name of the duly authorized contact, person, representative of such ordinary member.
3. An applicant for membership of theAssociation must be proposed by one members of the Association (the proposer) and seconded by another member (seconder).
4. An application for membership must be:
a) In writing,
and
b) Signed by the applicant and applicant’s proposer and seconder,
and
c) In the form decided by the Management Committee.
6. MEMBERSHIP FEES
1. The membership fee for each class of membership is:
a) The amount decided by the members from time to time at a general meeting:
and
b) Is payable when and in the way the Management Committee decides.
7. ADMISSION AND REJECTION OF MEMBERSHIP
1. The Management Committee must consider an application for membership at the next meeting of the Committee held after it receives:
a) The application,
and
b) The appropriate membership fee for the application.
2. The Management Committee must decide at the meeting whether to accept or reject the application.
3. If a majority of the Management Committee members present at the meeting vote to accept the applicant as a member, the member must be accepted as a member to the class of membership applied for.
4. The Secretary of the Association must, as soon as practicable after the Management Committee decides to accept or reject an application, give the applicant a written notice of the decision.
8. WHEN MEMBERSHIP ENDS
1. A member may resign from the association by giving a written notice of resignation to the Secretary.
2. The resignation takes effect on:
a) The day and at the time the notice is received by the Secretary, or
b) If a later date is stated in the notice.
3. The Management Committee may terminate a member’s membership if the member:
a) If a natural person (or persons) is convicted of an indictable offence, or
[b) If a corporation is convicted of an offence at law (either State or Federal) whereby a fine in excess of $1,000.00 is imposed, or a director of such corporation is so convicted and fined, and/or given any term imprisonment; or
[c) Does not comply with any of the provisions of these rules; or
[d) Has membership fees in arrears for at least 2 months; or
[e) Conducts himself/herself (or if a corporation by its directors) in a way considered to be injurious or prejudicial to the character or interests of the association: or
[f) If a natural person is declared bankrupt, or if a corporation is wound up according to law.
4. Before the Management Committee terminates a member’s membership, the Committee must give the member a full and fair opportunity to show why the membership should not be terminated.
5. If, after considering all representations made by the member, the Management Committee decides to terminate the membership, the Secretary of the Committee must give the member a written notice of the decision.
9. APPEAL AGAINST REFECTION OR TERMINATION OF MEMBERSHIP
1. A person, persons firm or corporation (the applicant) whose application for membership has been rejected, or whose membership has been terminated, may give the Secretary written notice of the person’s intention to appeal against the decision.
2. A notice of intention to appeal must be given to the Secretary within one month after the person receives written notice of the decision.
3. If the Secretary receives a notice of intention to appeal, the Secretary must, within three months after the day of receipt, call a General meeting to decide the appeal.
4. At the meeting, the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated.
5. Also, the Management Committee and members who rejected the application or terminated the membership must be given an opportunity to show why the application should be rejected or the membership terminated.
6. An appeal must be decided by a vote of the members present at the meeting.
7. If an applicant whose application has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the applicant appeals but the appeal is unsuccessful, the Secretary must, as soon as practicable, refund the application fee paid by the applicant.
10. REGISTER OF MEMBERS
1. The Management Committee must keep a register of members.
2. The register of members must include the following particulars for each member:
a) The full name and business or residential address.
b) The date of admission as a member.
c) The date of death, winding up or resignation of the member.
d) Details about the termination or reinstatement of membership.
e) Any other particulars the Management Committee of the members at a general meeting decide.
3. The register must be open for inspection by ordinary members at a reasonable time.4. However, before the member may inspect the register, the member must apply in writing to the Secretary to inspect it by giving at least 7 days notice.
11. SECRETARY
1. If the Association has not elected an interim officer as Secretary before its incorporation, the members of the Management Committee must ensure a Secretary is appointed or elected for the association within one month after incorporation.
2. If a vacancy happens in the office of Secretary, the members of the Management Committee must ensure a Secretary is appointed orelected within one month after the vacancy happens.
3. The Secretary must be an individual residing in Queensland who is:
a) A member of the association elected as Secretary; or
b) Any of the following persons appointed by the Management committee:
i) A member of the association’s Management Committee; or
ii) A member of the association; or
iii) Another person.
4. The Management Committee may appoint and remove the association’s Secretary at any time.
12. MEMBERSHIP OF MANAGEMENT COMMITTEE
1. The Management Committee of the association consists of a President, Vice-President, Treasurer and any other members the association members elect or appoint at a general meeting.
2. The Secretary shall be ex-officio members of the Management Committee and shall report either verbally or in writing (as required) at all times to the Management Committee and act at all times in accordance with its directions.
3. At each Annual General Meeting of the association, the members of the Management Committee must retire from office but are eligible, on nomination, for re-election.
13. ELECTING THE MANAGEMENT COMMITTEE
1. A member of the Management Committee may only be elected as follows:
a) Any two members of the association may nominate another member(the candidate) to serve as a member of the Management Committee.
b) The nomination must be:
a) in writing,
and
b) signed by the candidate and the members who nominated him or her;
and
c) given to the Secretary at least 14 days before the Annual General Meeting at which the election is to be held.
d) Each member present at the Annual General Meeting may vote for any number of candidates not more then the number of vacancies.
e) If, at the start of the meeting, there are not enough candidates nominated, nominations may be taken from the floor.
2. A list of candidate’s names in alphabetical order, with the names of the members who nominated each candidate, must be posted in a conspicuous place in the office or usual place of meeting for at least seven days immediately preceding the Annual General Meeting.
3. If required by the Management Committee, balloting lists must be prepared containing the names of the candidates in alphabetical order.
14.RESIGNATION OR REMOVAL FROM OFFICE OF MANAGEMENT COMMITTEE MEMBER
1. A Management Committee member may resign from the committee by giving written notice of resignation to the Secretary.
2. The resignation takes effect on:
a) The day and at the time the notice is received by the Secretary; or
b) If a later date is stated in the notice.
3. A member may be removed from office at a general meeting of the association if 75% of the members present at the meeting vote in favour of removing the member.
4. Before a vote of members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause to the meeting why he/she should not be removed from office.
5. A member has no right of appeal against the member’s removal from office under this section.
15. VACANCIES ON MANAGEMENT COMMITTEE
. If a casual vacancy happens on the Management Committee, the continuing members of the committee may appoint another member of the association to fill the vacancy until the next Annual General Meeting.
2. The continuing members of the Management Committee may act despite a casual vacancy on the Management Committee.
3. However, if a number of committee members is less than the number fixed under these rules as a quorum of the Management Committee, the continuing may act only to:
a) Increase the number of Management Committee members to the number required for a quorum; or
b) Call a general meeting of the Association.
16.FUNCTIONS OF MANAGEMENT COMMITTEE
1. Subject to these rules or a resolution of the association members carried at a general meeting, the Management Committee:
a) has the general control and management of the administration of the affairs, property and funds of the association; and
b) has the authority to interpret the meaning of these rules and any matter relating to the association on which the rules are silent.
2. The Management Committee may exercise the powers of the association:
a) to borrow, raise or secure the payment of amounts in a way the association members decided;
and
b) to secure the amounts mentioned in paragraph or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the association in any way, including the issue of debentures (perpetual or otherwise) charged upon the whole or part of the association’s property, both present and future;
and
c) To purchase, redeem or pay off any securities issued;
and
d) To borrow amount from members and pay interest on the amount borrowed;
and
e) To mortgage or charge the whole or part of its property;
and
f) To issue debentures and other securities, whether outright or as for any debt, liability or obligation of the association;
and
g) To provide and pay off any securities issued;
and
h) To invest in a way the members of the association may from timeto time decided;
and
i)To employ an executive officer at such salary, and on such terms and conditions as are approved by the Annual General Meeting, or special general meeting convened for such purposes. The services of an executive officer may only be terminated by such a meeting if 75% of the members present at the meeting vote in favour of terminating the employment of the executive officer.
3. For sub section 2 D, the rate of interest must not be more than the current rate being charged for overdrawn accounts on money lent regardless of the term of the loan by:
a) The financial institution for the association;
or
b) If there is more than one financial institution for the association –the financial institution nominated by the association.
17.MEETINGS OF THE MANAGEMENT COMMITTEE
1. Subject to subsection (1) to (15), the Management Committee may meet and conduct its proceedings as it considers appropriate.
2. The Management Committee must meet at least once every 3 months to exercise its functions.
3. The Committee must decide how a meeting is to be called.
4. Notice of a meeting is to be given in the way decided by the committee.
5. If the Secretary receives a written request signed by at least 33% of the Management Committee members, the Secretary must call a special meeting of the committee.
6. A request for a special meeting must state:
a) Why the special meeting is being called:
and
b) The business to be conducted at the meeting.
7. At a Management Committee, more than 50% of the members elected or appointed to the committee as at the close of the last general meeting form a quorum.
8. A question arising at a committee meeting is to be decided by a majority vote of committee members present at the meeting and, if the votes are equal, the question is decided in the negative.
9. A Management Committee member must not vote on a question about a contract or proposed contract with the association if themember has an interest in the contract or proposed contract, and, if the member does vote, the member’s vote must not be counted.
10. The Secretary must give each Management Committee member at least 14 days notice of a special meeting of the committee.
11. A notice of a special meeting must state:
a) The day, time and place of the meeting; a
and
b) The business to be conducted at the meeting.
12. The President or, if there is no President or if the President is not present within ten minutes after the time fixed for a Management Committee meeting, the Vice-President is to preside as chairperson at the meeting.
13. If the President and the Vice-President are absent from a Management Committee meeting, the members may choose one of their number to preside as chairperson at the meeting.
14. If a quorum is not present within 30 minutes after the time fixed for a Management Committee meeting called on the request of committee members, the meeting lapses.
15. If a quorum is not present within 30 minutes after the time fixed for a Management Meeting called other than on the request of the committee , the meeting is to be adjourned to:
a) The same day, time and place in the next week;
or
b) A day, time and place decided by the committee.
16. If, at the adjourned meeting mention above, a quorum is not present within 30 minutes after the time fixed for the meeting, the meeting lapses.
18. DELEGATION OF MANAGEMENT COMMITTEE POWERS
1. The Management Committee may delegate the whole or part of its powers to a subcommittee consisting of the Associations members considered appropriate by the committee, the executive officer shall be an ex-officio member of any such sub-committee so appointed and shall. at his/her election, be entitled to chair all meetings of such sub-committee.
2. A sub-committee may only exercise delegated powers in the way the Management Committee decides.
3. A sub-committee may elect a chairperson of its meetings if the executive officer declines such position.
4. If a chairperson is not elected, or if the chairperson is not present within 10 minutes after the time fixed for a meeting, the members present may choose one of their number to be chairperson of the meeting.
5. A sub-committee may meet and adjourn as it considers appropriate.
6. A question arising at a sub-committee meeting is to be decided by a majority vote of the members present at the meeting and, if the votes are equal, the question is decided in the negative.
19. ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS.
1. An act performed by the Management Committee, a sub-committee or a person acting as a member of the Management Committee is taken to have been validly performed.
2. Subsection (1) applies even if the act was performed when:
a) There was a defect in the appointment of a member of the Management Committee, sub-committee or person acting as a member of the Management Committee:
or
b) A Management Committee member, sub-committee member or person acting as a member of the Management Committee was disqualified from being a member.
20.RESOLUTIONS OF MANAGEMENT COMMIITTEE WITHOUT A MEETING
1. A written resolution signed by each member of the Management Committee for the time being entitled to receive notice of a committee meeting is as valid and effectual as if it had been passed at a committee meeting that was properly called and held.
2. A resolution mentioned in subsection (1) may consist of several documents if like form, each signed by 1 or more members of the committee.
21. FIRST GENERAL MEETING
1. The first general meeting must be held not less than 1 month and not more than 3 months after the day the association is incorporated.
2. The Management Committee must decide where the meeting is to be held.
3. The business to be conducted at the first general meeting must include the appointment of an Auditor, and may include the appointment of an honorary solicitor.
22. FIRST ANNUAL GENERAL MEETING
1. The first annual general meeting must be held within 18 months after the day the association is incorporated.
23. SUBSEQUENT ANNUAL GENERAL MEETINGS
1. Each subsequent annual general meeting must be held:
a) At least once a year;
and
b) Within 6 months after the end of the association’s previous financial year.
24. BUSINESS TO BE CONDUCTED AT ANNUAL GENERAL MEETING
The following business must be conducted at each Annual General Meeting:
Receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of the Association for the financial year.
2. Receiving the Auditor’s Report (if applicable) on the financial affairs of the Association for the last financial year.
3. Presenting the audited statement to the meeting for adoption.
4. Receiving the executive officer’s annual report.
5. Electing members of the Management Committee.
6. Appointing an auditor.
7. May include the appointment of an honorary solicitor.
25. SPECIAL GENERAL MEETING
1. The Secretary may call a special general meeting by giving each member notice of the meeting within 14 days after:
a) being directed to call the meeting by the Management Committee,or
b) being given a written request by:
i. at least 33% of the members of the Association presently on the Management Committee;
or
ii. at least the number of ordinary members of the Association equal to double the number of membersof the Association presently on the Management Committee plus 1;
or
c) being given a written notice of an intention to appeal against the decision of the Management Committee to:
i. reject an application for membership;
or
ii. terminate a person’s membership.
2. A request mentioned in subsection (1) (b) must state:
a) why the special general meeting is being called;
and
b) the business to be conducted at the meeting.
26. NOTICE OF GENERAL MEETING
1. The Secretary may call a general meeting of the Association.
2. The secretary must give a least 14 days notice of the meeting to each Association member.
3. The Management Committee may decide the way in which the notice must be given.
4. However, notice of the following meetings must be given in writing:
a) A meeting called to hear and decide the appeal of a member against the refection or termination of the member’s membership by the Management Committee;
or
b) A meeting called to hear and decide a proposed special resolution of the Association.
27. QUORUM FOR AND ADJOURNMENT OF A GENERAL MEETING.
1. Subject to subsection (5) at a general meeting, the number of members equal to double the numbers of the Association presently on the Management Committee plus 1 for a quorum.
2. No business may be conducted at a general meeting unless a quorum of members is present when the meeting proceeds to business.
3. If a quorum is not present within 30 minutes after the time fixed for a general meeting called on the request of members of the Management Committee or the Association, the meeting lapses.
4. If a quorum is not present within 30 minutes after the time fixed for a general meeting called other than on the request of members of the Management Committee or the Association, the meeting is to be adjourned to:
a) the same day, time and place in the next week;
or
b) a day, time and place decided by the Management Committee.
5. If, at an adjourned meeting a quorum under subsection (1) is not present within 30 minutes after the time fixed for the meeting, the members form a quorum.
6. The Chairperson may, with the consent of any meeting at which a quorum is present, and must, if directed by the meeting, adjourn the meeting from time to time and from place to place.
7. If a meeting is adjourned under subsection (6) only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting.
8. The Secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting adjourned for at least 30 days.
9. If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting.
10. In this “member” includes a person representing a corporation, firm or partnership that is a member.
28. PROCEDURE AT A GENERAL MEETING
1. Subject to these rules, at each general meeting:
a) The President or, if there is no President or if the President is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the Vice-President is to preside as chairperson;
and
b) If the Vice-President is absent or unwilling to act as chairperson, the members present must elect 1 of their number to be chairperson of the meeting;
and
c) The chairperson must conduct the meting in a proper and orderly way;
and
d) Each question, matter or resolution must be decided by a majority of votes of the members present;
and
e) Each member present and entitled to vote is entitled to 1 vote only and, if the votes are equal, the chairperson has a casting vote as well as a primary vote;
and
f) A member is not entitled to vote at a general meeting if the member’s annual subscription is in arrears at the date of the meeting;
and
g) Voting may be by a show of hands or a division of members, unless at least 20% of the members present demand a secret ballot;
and
h) If a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the way the chairperson decides;
and
i) The result of the secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held ;
and
j) A member may vote in person by attorney
and:
i. on a show of hands, each person present who is a
members or a representative of a members has 1 vote;
and
ii. in a secret ballot, each member present in person or by attorney or other properly authorized representative has 1 vote,
k) The Secretary must ensure full and accurate Minutes of all questions, matters, resolutions and other proceedings of each Management Committee meeting and general meeting are entered in a minute book.
l) The Secretary must ensure the minute book for each general meeting is open for inspection at all reasonable times by the financial member who previously applies to the Secretary for the inspection on the giving of 7 days written notice.
2. To ensure the accuracy of the minutes recorded under subsection (1) (k):
a) The minutes of each Management Committee meeting must be signed by the chairperson of the meeting, or the chairperson of the next Management Committee meeting verifying their accuracy;
and
b) The minutes of each general meeting must be signed d by the chairperson of the meeting, or the chairperson of the next general meeting verifying their accuracy;
and
c) The minutes of the each annual general meeting must be signed by the chairperson of the meeting, or the chairperson of the next meeting of the Association that is a general meeting or annual general meeting verifying their accuracy.
29. BY-LAWS
1. The Management Committee may make, amend or repeal by-laws not inconsistent with these rules for the internal management of the Association.
2. A by-law may be set aside by a vote of members at a general meeting of the Association.
30. ALTERATION OF RULES
1. Subject to the Association Incorporation Act, 1981, these rules may be amended, repealed or added to by a special resolution carried at a general meeting.
2. However, an amendment, repeal or addition is valid only if it is registered by the chief executive.
31. COMMON SEAL
1. The Management Committee must ensure the Association has a common seal.
2. The common seal must be:
a) Kept securely by the Management Committee,
and
b) Used only under the authority of the Management Committee.
3. Each instrument to which the seal is attached must be signed by a member of the Management Committee and countersigned by:
a) The Secretary,
or
b) Another member of the Management Committee,
or
c) Someone appointed by the Management Committee.
32. FUNDS AND ACCOUNTS
1. The funds of the Association must be kept in an account in the name of the Association in a financial institution decided by the Management Committee.
2. Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the Association.
3. All amounts must be deposited in the financial institution account as soon practicable after receipt.
4. All cheques must be signed by any 2 of the following:
a) The President
b) The Secretary
c) The Treasurer
d) Another member authorized by the Management Committee for the purpose.
5. Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed
“not negotiable”.
6. A petty cash account must be kept on the imprest system and the Management Committee must decide the amount of petty cash to be kept in the account.
7. All expenditure must be approved or ratified at a Management Committee meeting.
8. All expenditure must, as soon as practicable after the end of each financial year, ensure a statement containing the following particulars is prepared:
a) The income and expenditure for the financial year just ended;
b) The Association’s assets and liabilities at the close of the year;
c) The mortgages, charges and securities affecting the property of the Association at the close of the year.
9. If the Association is incorporated within 3 months before the end of the Association’s financial year, subsection (8) does not apply for the financial year in which the Association is incorporated.
10. The Auditor must examine the statement prepared under subsection (8) and present a report about it to the Secretary before the next Annual general meeting following the financial year for which the audit was made.
11. The income and property of the Association must be used solely in promoting the Association’s objects and exercising the Association’s powers.
33. DOCUMENTS
The Management Committee must ensure the safe custody of books, documents, instruments of title and securities of the Association,
34. FINANCIAL YEAR
The financial year of the Association closes on the 30th day of June in each year.
35. DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY
1. The section applies if the Association:
a) is wound up under part 10 of the Act:
and
b) it has surplus assets.
2. The surplus assets must not be distributed among the Association members.
3. The surplus assets must be given to another entity:
a) having objects similar to the Association’s objects;
b) the rules of which prohibit the distribution of the entity’s income and assets to its members.
4. In this section:
a) “surplus assets” has the meaning given by section 92.
b) for the number of members to form a quorum see section 17.
c) Meeting of the Management Committee.
d) This statement is required to be prepared under the Associations Incorporation Act 1981, section 59 (audit and statement).
e) Part 10 (winding up) of the Act.
f) Section 92 (distribution of surplus assets) of the Act.
Formulated and documented
here in the state of
Queensland. Town of Howard.
In the Burrum District.
For the guidance to members
& executives of the Burrum
Chamber of Commerce
by Henry Sapiecha
Publicity Officer Appointed