Wikimedia Australia/Draft Rules of Association for Victoria

Possible rules of association for Wikimedia Australia based upon Victorian model rules

An alternative version which deviates from the Model Rules only when we clearly want to do things differently is at Wikimedia Australia/Draft Rules of Association for Victoria 2. This also looks at a few other points including the appendices to the model rules.

TODO: Modify office bearers to suit decision to be made

1. Name

The name of the incorporated association is Wikimedia Australia

2. Definitions

2.1 In these Rules, unless the contrary intention appears-

"Act" means the Associations Incorporation Act 1981;

"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.

2.2 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; and

(b) in any other case, to the public officer of the Association.

3. Association to be Not-for-profit

3.1 The Association shall be a non-profit organisation. Specifically -

(a) The assets and income of the Association shall be applied solely in the furtherance of its statement of purpose.

(b) No portion of the assets or income of the Association shall be distributed directly or indirectly to the members of the Association, except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

4. Dissolution

4.1 The Association may be dissolved by a resolution of a general meeting.

4.2 In the event that the Association is dissolved, all assets of the Association shall be applied to satisfy any debts or liabilities of the Association, and any surplus shall be transferred to another non-profit organisation with similar aims to the Association.

5. Alteration of the rules

5.1 These rules and statement of purposes of the Association must not be modified except in accordance with the Act.

6. Membership qualifications

6.1 A person is entitled to become a member of the Association if and only if -

(a) they agree to uphold the Association's Rules of Association

(b) they support the aims of the Association

(c) they have been approved for membership of the association by the committee of the association.

7. Types of membership

7.1 There shall be two types of membership -

(a) ordinary members, and

(b) junior members.

7.2 An ordinary member is any member of the Association over the age of 18 years. Ordinary members may vote in general meetings and be nominated for and hold positions on the committee.

7.3 A junior member is a member of the Association who is under the age of 18 years. Junior members are not entitled to vote in general meetings or be nominated for or hold positions on the committee.

7.4 A junior member becomes an ordinary member upon reaching the age of 18 years.

8. Application for membership

8.1 An application of a person for membership of the association -

(a) must be made by the applicant in writing in the form set out in Appendix 1 to this constitution, and

(b) must be lodged with the secretary of the association.

8.2 As soon as practicable after receiving a application for membership, the secretary must refer the application to the committee which is to determine whether to approve or to reject the application.

8.3. As soon as practicable after the committee makes that determination, the secretary must -

(a) notify the applicant, in writing, that the committee approved or rejected the application (whichever is applicable), and

(b) if the committee approved the application, request the applicant to pay (within the period of 28 days after receipt by the applicant of the notification) the sum payable under this constitution by a member as entrance fee and annual subscription.

8.4 The secretary must, on payment by the applicant of the amounts referred to in clause 7.3(b) within the period referred to in that provision, enter the applicant’s name in the register of members and, on the name being so entered, the applicant becomes a member of the association.

8.5 Upon becoming a member of the Association the applicant is entitled to exercise the rights of membership as provided under these Rules of Association.

9. Fees associated with membership

9.1 The association may charge a membership entrance fee equal to the amount set out in Appendix 4.

9.2 The association may charge an annual subscription fee equal to the amount set out in Appendix 4 and is payable in advance on or before 1 July in each year.

9.3 These fees may only be varied in accordance with rule 4.1.

10. Cessation of membership

10.1 A person ceases to be a member of the association if the person -

(a) dies, or

(b) resigns membership, or

(c) is expelled from the association.

11. Membership entitlements not transferable

11.1 A right, privilege or obligation which a person has by reason of being a member of the association -

(a) is not capable of being transferred or transmitted to another person, and

(b) terminates on cessation of the person’s membership.

12. Resignation of membership

12.1 A member of the association is not entitled to resign that membership except in accordance with rule 12.2.

12.2 A member of the association who has paid all amounts payable by the member to the association in respect of the member’s membership may resign from membership of the association by first giving to the secretary written notice of at least one month (or such other period as the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.

12.3 If a member of the association ceases to be a member under rule 12.2, and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

13. Register of members

13.1 The Secretary must keep and maintain a register of members containing-

(a) the name and address of each member;

(b) the date on which each member's name was entered in the register; and

(c) the member's date of birth.

13.2 The register is to be made available for inspection free of charge by any member upon request.

13.3 A member of the association may obtain a copy of any part of the register on payment of a fee of $1 for each page copied or, if some other amount is determined by the committee, that other amount.

14. Discipline, suspension and expulsion of members

14.1 A complaint may be made to the committee by any person that a member of the association -

(a) has persistently refused or neglected to comply with a provision or provisions of this constitution, or

(b) has persistently and wilfully acted in a manner prejudicial to the interests of the association.

14.2 On receiving such a complaint, the committee -

(a) must cause notice of the complaint to be served on the member concerned; and

(b) must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and

(c) must take into consideration any submissions made by the member in connection with the complaint.

14.3 The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.

14.4 If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member's right of appeal under rule 15.

14.5 The expulsion or suspension does not take effect -

(a) the expiration of the period within which the member is entitled to appeal against the resolution concerned, or

(b)if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under rule 31, whichever is the later.

15. Right of appeal of disciplined member

15.1 A member may appeal to the association in general meeting against a resolution of the committee under rule 14 within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.

15.2 The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.

15.3 On receipt of a notice from a member under clause 15.1, the secretary must notify the committee which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary received the notice.

15.4 At a general meeting of the association convened under clause 15.3 -

(a) no business other than the question of the appeal is to be transacted, and

(b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and

(c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

15.5 If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

16. Disputes and mediation

16.1 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.

16.2 The parties to the dispute must 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.

16.3 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.

16.4 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).

16.5 A member of the Association can be a mediator.

16.6 The mediator cannot be a member who is a party to the dispute.

16.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

16.8 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.

16.9 The mediator must not determine the dispute.

16.10 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.

17. Decision making by consensus

17.1 The passage of a motion shall be by way of consensus of where ever possible.

17.2 A motion is passed by consensus if no member present who is entitled to vote blocks the passage of the motion.

17.3 Where a passage of a motion has failed to pass by consensus, a ratio of at least three in favour to one against is required for the motion to be put to a vote as a matter of urgency.

17.4 Where a motion has been put to a vote as a matter of urgency, a ratio of at least three in favour to one against is required for the passage of the motion.

18. Annual general meetings

18.1 The committee may determine the date, time and place of the annual general meeting of the Association.

18.2 The notice convening the annual general meeting must specify that the meeting is an annual general meeting.

18.3 Annual general meetings are primarily to be held at a physical venue.

18.4 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 ordinary members of the committee; and

(d) to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.

18.5 The annual general meeting may conduct any special business of which notice has been given in accordance with these Rules.

19. Special general meetings

19.1 In addition to the annual general meeting, any other general meetings may be held in the same year.

19.2 All general meetings other than the annual general meeting are special general meetings.

19.3 A special general meeting may be held on the Internet, so long as the identity of members can be verified.

19.4 The committee may, whenever it thinks fit, convene a special general meeting of the Association.

19.5 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.

19.6 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.

19.7 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.

19.8 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.

19.9 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.

20. Special business

20.1 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.

21. Notice of general meetings

21.1 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.

21.2 Notice must 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.

21.3 No business other than that set out in the notice convening the meeting may be conducted at the meeting.

21.4 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.

22. Quorum at general meetings

22.1 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.

22.2 25 percent of the total number of members of the organisation 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.

22.3 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.

22.4 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.

23. Presiding at general meetings

23.1 The President, or in the President's absence, the Vice-President, shall preside as Chairperson at each general meeting of the Association.

23.2 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.

24. Adjournment of meetings

24.1 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.

24.2 No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.

24.3 If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with rule 21.

24.4 Except as provided in sub-rule 24.3, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.

25. Voting at general meetings

25.1 Upon any question arising at a general meeting of the Association, a member has one vote only, subject to rule 7.3.

25.2 Questions are to be determined by the consensus decision making process as described in rule 17.

25.3 A member is not entitled to vote at a general meeting unless all monies 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.

26. Poll at general meetings

26.1 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.

26.2 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.

26.3 Polls are to be determined by the consensus decision making process as described in rule 17.

27. Manner of determining whether resolution carried

27.1 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 by consensus,

(ii) carried by urgent vote,

(iii) lost; and

27.2 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.

28. Proxies

28.1 Voting by proxy shall only be allowed where the meeting is conducted at a physical venue.

28.2 Where voting by proxy is allowed under rule 28.1, a 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.

28.3 The notice appointing the proxy must be--

28.4 for a meeting of the Association convened under rule 15.3, in the form set out in Appendix 2; or

28.5 in any other case, in the form set out in Appendix 3.

29. Committee of Management

29.1 The affairs of the Association shall be managed by the committee of management.

29.2 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.

29.3 Subject to section 23 of the Act, the committee shall consist of--

(a) the officers of the Association; and

(b) two ordinary members--

each of whom shall be elected at the annual general meeting of the Association in each year.

30. Office holders

30.1 The officers of the Association shall be-

(a) a President;

(b) a Vice-President;

(c) a Treasurer; and

(d) a Secretary.

30.2 The provisions of rule 32, 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 offices referred to in sub-rule (1).

30.3 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.

30.4 In the event of a casual vacancy in any office referred to in rule 30.1, the committee may appoint one of its members 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.

31. Ordinary members of the committee

31.1 Subject to these Rules, each ordinary member of the committee shall hold office until the annual general meeting next after the date of election but is eligible for re-election.

31.2 In the event of a casual vacancy occurring in the office of an ordinary member of the committee, the committee may appoint a member of the Association to fill the vacancy and the member appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting next following the date of the appointment.

32. Election of officers and ordinary committee members

32.1 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 Association not less than 7 days before the date fixed for the holding of the annual general meeting.

32.2 A candidate may only be nominated for one office, or as an ordinary member of the committee, prior to the annual general meeting.

32.3 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.

32.4 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.

32.5 If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held.

32.6 The ballot for the election of officers and ordinary members of the committee must be conducted at the annual general meeting in such manner as the committee may direct.

33. Vacancies

33.1 The office of an officer of the Association, or of an ordinary member of the committee, becomes vacant if the officer or member-

(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 office by notice in writing given to the Secretary.

34. Meetings of the committee

34.1 The committee must meet at least 3 times in each year at such place and such times as the committee may determine.

34.2 Meetings of the committee may be held on the Internet, provided the identity of members can be verified.

34.3 Special meetings of the committee may be convened by the President or by any 4 members of the committee.

35. Notice of committee meetings

35.1 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.

35.2 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.

36. Quorum for committee meetings

36.1 Any 4 members of the committee constitute a quorum for the conduct of the business of a meeting of the committee.

36.2 No business may be conducted unless a quorum is present.

36.3 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.

36.4 The committee may act notwithstanding any vacancy on the committee.

37. Presiding at committee meetings

37.1 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.

38. Voting at committee meetings

38.1 Questions arising at a meeting of the committee shall be determined by the consensus decision making process referred to in rule 17.

38.2 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.

39. Removal of committee member

39.1 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.

39.2 A member who is the subject of a proposed resolution referred to in sub-rule 39.1 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.

39.3 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.

40. Minutes of meetings

40.1 The Secretary of the Association must keep minutes of the resolutions and proceedings of each general meeting, and each committee meeting, together with a record of the names of persons present at committee meetings.

40.2 Minutes of meetings should be posted on the Association's wiki

41. Funds

41.1 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.

41.2 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two members of the committee.

41.3 The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the committee determines.

42. Seal

42.1 The common seal of the Association must be kept in the custody of the Secretary.

42.2 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 either by a resolution of the committee or, by the signatures of one member of the committee and of the public officer of the Association.

43. Notice to members

43.1 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.

44. Custody and inspection of books and records

44.1 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.

44.2 All accounts, books, securities and any other relevant documents of the Association must be available for inspection free of charge by any member upon request.

44.3 A member may make a copy of any accounts, books, securities and any other relevant documents of the Association.

Appendices

1. Application for membership

2. Notice to apoint proxy for a meeting convened under rule 15.3

3. Notice to apoint proxy for a meeting other than that convened under rule 15.4

4. Schedule of fees

5. Statement of Aims