rules of toowoomba grammar school parents & friends … · 2016. 10. 25. · rules of toowoomba...

Rules of

Toowoomba Grammar School

Parents & Friends

Association Inc

Rules of Toowoomba Grammar School Parents and Friends Association Inc of 20

Contents Rules of Toowoomba Grammar School Parents & Friends Association Inc ......................................................................................................................................1 Part 1 - Introductory provisions ........................................................................................................................... 4

1 Name ................................................................................................................................................................ 4

2 Repeal and Savings ....................................................................................................................................... 4

3 Interpretation .................................................................................................................................................... 4

4 Objects.............................................................................................................................................................. 5

5 Power ................................................................................................................................................................ 5

Part 2 - Membership ................................................................................................................................................ 7

6 Membership Generally ................................................................................................................................... 7

7 Eligibility............................................................................................................................................................ 7

8 New membership ............................................................................................................................................ 7

9 Lapsing of membership .................................................................................................................................. 8

10 Resignation of membership........................................................................................................................... 8

11 Termination of membership ........................................................................................................................... 9

12 Appeal against termination of membership ................................................................................................ 9

13 Membership fees ............................................................................................................................................ 9

14 Register of members .................................................................................................................................... 10

15 Prohibition on use of information on register of members ...................................................................... 10

Part 3 - Executive Committee.............................................................................................................................. 10

16 Composition ................................................................................................................................................... 10

17 Election procedure ........................................................................................................................................ 11

18 Tenure ............................................................................................................................................................ 11

19 Casual vacancies .......................................................................................................................................... 11

20 Functions of the Executive Committee ...................................................................................................... 12

21 Meetings of the Executive Committee ....................................................................................................... 12

22 Subcommittees .............................................................................................................................................. 13

23 Written resolutions ........................................................................................................................................ 14

24 Secretary ........................................................................................................................................................ 14

Part 4 - Meetings ..................................................................................................................................................... 15

25 Annual general meetings ............................................................................................................................. 15

26 Special general meetings ............................................................................................................................ 15

27 Notice of general meetings .......................................................................................................................... 15

28 Quorum adjournment ................................................................................................................................... 16

29 Procedure at general meetings................................................................................................................... 16

Part 5 - Miscellaneous ........................................................................................................................................... 17


30 By-laws ........................................................................................................................................................... 17

31 Alteration of rules .......................................................................................................................................... 17

32 Common seal ................................................................................................................................................ 17

33 Funds and accounts ..................................................................................................................................... 17

34 Documents ..................................................................................................................................................... 19

35 Financial year ................................................................................................................................................ 19

36 Validity ............................................................................................................................................................ 19

37 Notices ............................................................................................................................................................ 19

38 Winding-up ..................................................................................................................................................... 19

39 Transitional provisions ................................................................................................................................. 20


Part 1 - Introductory provisions

1 Name

1.1 The name of the incorporated Association is TOOWOOMBA GRAMMAR SCHOOL PARENTS & FRIENDS ASSOCIATION INC (‘Association’).

2 Repeal and Savings

2.1 The constitution which preceded this one and all prior constitutions are repealed.

2.2 Any authority previously given to any committee for the control and management of functions of the

Association by previous constitutions are revoked.

2.3 The validity of any act done by any committee shall not be affected by the repeal of the previous constitutions or revocation of authority given by them.

3 Interpretation

3.1 In these rules:

Term Meaning Act means the Associations Incorporation Act 1981 (Queensland) Current student means any child currently enrolled at the Toowoomba Grammar School Commencement means the date of registration of these rules as the rules of the Association

under Part 5, Division 2 of the Act Enrolled / Enrolment means:

i. the payment of the enrolment fee to the School as set out in the Schools’ conditions of enrolment booklet (as amended from time to time); and

ii. the commencement of the child to whom the enrolment fee relates as a student of the School

Financial Member means: i. for a parent member - a member who does not owe any fees, levy or

other amount to the Association ii. for a friend member - a member who does not owe an annual

subscription, levy or other amount to the Association Friends Register means the register of friends members of the Association as maintained by

the Association Headmaster means the person for the time being employed as the headmaster of the

Toowoomba Grammar School School means the Toowoomba Grammar School Schools Enrolment Register

means the enrolment register maintained by the School of the children Enrolled at the School

Surplus assets has the meaning given under section 92(3) of the Act - Disposal of Real Property

Old rules means the rules of the Association, within the meaning of the Act, as they stood immediately before the Commencement

Protected invalidity means: i. the fact that a person purporting to be a member or a Financial

Member or to occupy a particular position was not a member or Financial Member or did not occupy the position or was disqualified;

ii. a defect in the appointment of a person purporting to be a member of the Executive Committee or the Secretary; or


iii. an accidental defect in the convening, giving notice, calling or conduct of a meeting

a) A word or expression that is not defined in these rules, but is defined in the Act has, if the

context permits, the meaning given by the Act. b) Regardless of anything in these rules if the Associations rules are inconsistent with the Act - the

Act prevails. See Section 1B of the Act.

3.2 In these rules, reference to: c) one gender includes each other gender; d) the singular includes the plural and the plural includes the singular; e) a person includes a body corporate and includes a person (in this extended sense) in the

capacity of a trustee; f) and g) a statute, regulation or provision of a statute or regulation (called a “Statutory Provision”)

includes: i. that Statutory Provision as amended or re-enacted from time to time; and ii. a statute, regulation or provision enacted in replacement of that Statutory Provision.

3.3 An expression used in these rues in a particular context has the same meaning or definition as it has

when used in a similar context in the Act.

3.4 A provision of this rule, or applying because of this rule, does not apply to the extent that applying the provision leads to a result which is absurd, impossible or unintended.

4 Objects

4.1 The objects for which the Association is established are:

(a) to advance the interests of the Toowoomba Grammar School, the welfare of children Enrolled at

the School and to represent the interests of parents; (b) to advance public education through the medium of the School; (c) by means of auxiliaries, to conduct such services as a book shop, clothing shop and any other

activities as are deemed suitable by the Association or its Executive Committee from time to time and to carry on any business associated therewith;

(d) to assist in any of the School functions and in any efforts for the betterment of the School and the provision of amenities as the Association and School may deem fit;

(e) to use any profits of the auxiliaries not otherwise used or allocated by the auxiliary and to use any other income for the above purposes or any other purpose decided by the Executive Committee; and

(f) to establish and maintain close liaison with the Headmaster on all matters affecting the School; and

(g) to do anything incidental or conducive to the attainment of the above objects.

4.2 Each of the objects in rule 4.1(other than that in paragraph (g)) is a separate and independent object for which the Association is established.

5 Power

5.1 The Association has all the powers of an individual.

5.2 The Association may, for example:

(a) enter into contracts; (b) acquire, hold, deal with and dispose of property;


(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.

Without in any way limiting the power of the Association, the Association has the power:

5.3 To draw, make accept, endorse, discount, execute and issue promissory notes, bills of exchange,

bills of lading and other negotiable or transferrable instruments. The Association may also issue secured and unsecured notes, debentures and debenture stock for the Association.

5.4 To hire or lease any lands, buildings, easements or property, real and personal and any rights or

privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Association.

5.5 To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association.

5.6 To raise funds by subscription, fees, fines or other means determined.

5.7 To invest and deal with the money of the Association not immediately required in such manner as may from time to time be thought fit.

5.8 To enter into any arrangements with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association and to obtain from any such Government or Authority any rights, privileges and concessions which the Association may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

5.9 To lend and advance money or give credit to any person or body corporate.

5.10 To receive any gift for any one or more of the objects of the Association.

5.11 To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise.

5.12 To improve, maintain or work on any buildings or grounds which may directly or indirectly advance the Association's interests, and to contribute to, subsidise or otherwise assist and take part in the improvements, maintenance, working management, or carrying out thereof.

5.13 To carry on such trade or business as may be hereafter determined for the benefit of the Association and not for personal profit.

5.14 To obtain and hold any licence or permission if necessary for and to carry on the business of Restaurant Keepers and/or sellers of alcohol and all kinds of goods, provisions, or services required as desired by members.

5.15 To print and publish any newspapers, periodicals, book or leaflets that the Association may think desirable for the promotion of its objects and to publish that material on any website and using such social medial as the Executive Committee sees fit.

5.16 To make donations for patriotic, charitable or community purposes or to any other organisation whose objects include the raising of funds to provide new facilities for the School or to maintain or improve existing facilities.

5.17 Through its Executive Committee, to suspend; and/or impose fines; and/or impose bans on the use of Association facilities and/or property; on members, clubs and Associations affiliated with the


Association for any period and/or amounts as the Executive Committee or considers warrants such action including, but not limited to, acts and omissions which the Executive Committee or considers detrimental to the School or the Association or breach of any of these rules.

5.18 To accept or reject all applications for membership in any class.

5.19 Through its Executive Committee to terminate membership of any member subject to any rights of appeal elsewhere contained herein.

5.20 Through its Executive Committee, as applicable in the particular circumstances, to reverse or vary the imposition of any suspension, fine, ban or termination of membership as deemed appropriate from time to time.

5.21 To appoint, employ, pay, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Association.

5.22 No member of the Association shall reprimand an employee, but if a member has a complaint, he or she shall make the same in writing to the President, Secretary, or Treasurer who shall take the same before the Committee.

5.23 To do all such acts and things, whether solely or in conjunction with any person or persons, as the Association may in its absolute discretion consider incidental or conductive to the attainment of the objects and the exercise of the powers of the Association.

Part 2 - Membership 6 Membership Generally

6.1 The membership of the Association is to consist of the following classes:

(a) parents; and (b) friends.

6.2 The number of members, and the number within each class, is unlimited.

6.3 Only Financial Members attending meetings of the Association shall be eligible to vote.

7 Eligibility

7.1 All parents or guardians of students currently Enrolled at the School shall automatically be eligible to

be members of the Association as a parent.

7.2 Any other persons including parents of past students, past students and other friends of the School shall be eligible for membership of the Association as a friend, upon application.

7.3 At any stage the Association may allow or disallow membership to any person pursuant to the process set out in these rules.

8 New membership

8.1 The membership of a parent or guardian as a parent member is automatically ratified on the date that

the child commences as a student of the School.

8.2 All other persons are admitted to the Association as friends upon acceptance of their application and payment of their annual association fee which is determined on an annual basis.


8.3 The application in rule 8.2 must be signed by a nominator and seconder, who must be current members of the Association.

8.4 If an individual is eligible to apply for membership as a friend and complies with this rule, the application must be considered at:

(a) at an upcoming meeting of the Executive Committee but no later than 4 months after of the date

of the application; or (b) if the Executive Committee decides - at an upcoming general meeting of the Association but no

later than 4 months after the date of the application.

8.5 The individual is admitted to membership as a friend if, and only if: (a) the meeting at which the individual's application is considered resolves to approve the

application; and (b) the individual pays any membership fee payable.

8.6 A Financial Member may, at the meeting at which an application under this rule is to be considered,

request a secret ballot to deal with the application, in which case the ballot is to be conducted in the way decided by the person chairing the meeting.

8.7 No reasons are to be given for the refusal of an application under this rule.

8.8 No appeal lies against the refusal of an application under this rule. 9 Lapsing of membership

9.1 Subject to rule 9.2, a person's membership as a parent lapses at the end of the annual general

meeting following the date on which the person ceases to be the parent or guardian of a student Enrolled at the School.

9.2 If a member of the Executive Committee membership would lapse pursuant to rule 9.1 but a replacement Executive Committee member has not been appointed then that person’s membership is extended until such time as:

(d) they are replaced in the Executive Committee; or (e) 4 calendar months have passed after the date on which the person ceases to be the parent or

guardian of a student Enrolled at the School; whichever occurs first.

9.3 A person's membership as a friend lapses if the person does not pay the membership fee prescribed under these rules from time to time by or within 2 months after, the date that the membership fees were payable.

9.4 A person's membership may be resigned or terminated under these rules before it would lapse. 10 Resignation of membership

10.1 A member may resign by giving written notice to the Executive Committee.

10.2 The resignation takes effect, and the membership is terminated, on:

(a) the date the notice is given; or (b) any later date specified in the notice.


11 Termination of membership

11.1 This rule applies if a member: (a) is convicted of an indictable offence; (b) does not comply with a provision of these rules; or (c) behaves in a manner that the Executive Committee considers injurious or prejudicial to the

character or interests of the Association.

11.2 The Executive Committee may decide to consider terminating the member's membership.

11.3 The Executive Committee may, after giving the member concerned a full and fair opportunity of presenting his or her case, resolve to terminate the member's membership.

11.4 If the Executive Committee resolves to terminate the member's membership and the member concerned is not present at the meeting at which the resolution is passed, the Executive Committee must instruct the Secretary to notify the member.

11.5 The member's membership is terminated:

(a) if the member is present at the meeting at which the resolution is passed - on the day after the date of the meeting; or

(b) otherwise - when the Secretary gives the member notice of the resolution.

12 Appeal against termination of membership

12.1 This rule applies if a person's membership is terminated under rule 11.

12.2 Within 1 month after the membership was terminated, the person whose membership was terminated (the "appellant") may lodge with the Secretary written notice of the person's intention to appeal against the decision of the Executive Committee.

12.3 If the appellant does so, the Secretary or President must within 3 months convene a general meeting to determine the appeal.

12.4 At the meeting:

(a) both the appellant and the Executive Committee (or the members who passed the resolution terminating the appellant's membership) must be given a full and fair opportunity of presenting their respective cases; and

(b) the appeal is to be determined by a vote of the Financial Members present in person.

12.5 No action will lie at the suit of a member or appellant arising out of anything said at the meeting, and the meeting will be regarded as a privileged occasion for the purposes of the laws of defamation.

13 Membership fees

13.1 Any membership fees are to be in the amount, and payable at the time and in the way, determined by

the Executive Committee.

13.2 Determinations under this rule may differ:

(a) for different classes of membership; and (b) within any class of members - between different categories within that class (for example,

members in receipt of government benefits).


14 Register of members 14.1 The Executive Committee must ensure that a register of members is kept, containing the following

particulars:

(a) the names and address of all members and the dates of their admission; (b) deaths, resignations, terminations and reinstatements of membership; and (c) any further particulars determined by the Executive Committee or the members at any general

meeting.

14.2 Without limiting anything in this rule, the Executive Committee may arrange for the register to be kept by the School or by another entity associated with the School.

14.3 For the parent members of the Association, it is sufficient that the Association can, upon request, obtain from the School a list of those parents whose children are currently Enrolled.

14.4 The register is open for inspection, in the presence of the School’s Director of Enrolments, at all reasonable times by Financial Members.

14.5 However, before a member may inspect the register, the member must apply to the Secretary to inspect it.

15 Prohibition on use of information on register of members

15.1 A member of the Association must not:

(a) use information obtained from the register of members of the Association to contact, or send

material to, another member of the Association for the purpose of advertising for political, religious, charitable or commercial purposes; or

(b) disclose information obtained from the register to someone else, knowing that the information is likely to be used to contact, or send material to, another member of the Association for the purpose of advertising for political, religious, charitable or commercial purposes.

15.2 Rule 15.1(a) does not apply if the use or disclosure of the information is approved by the Association.

Part 3 - Executive Committee

16 Composition

16.1 The affairs of the Association shall be managed between general meetings by an Executive Committee which will consist of five elected office bearers, namely:

(a) President; (b) Treasurer; (c) Vice-President; (d) Secretary; and (e) Executive Member/s.

16.2 If the position of Vice President and Secretary in rule 16.1 (c) or (d) is not filled, the Executive

Committee may consist of a President, Treasurer and 3 Executive Members, who will determine how the Executive Committee will fulfil the obligations and requirements of the Vice President or Secretary pursuant to these rules.

16.3 A person may be elected or appointed, and may remain, as a member of the Executive Committee only if the person is a member of the Association.


16.4 A person is not eligible to be elected as a member of the Associations Executive Committee if: (a) the person has been convicted:

(i) on indictment; or (ii) summarily and sentenced to imprisonment, other than in default of payment of a fine; and

(b) the rehabilitation period in relation to the conviction has not expired.

16.5 A person is not eligible to be elected as a member of the Association's Executive Committee if their affairs have been dealt with under the Bankruptcy Act 1966 (Cth) or a similar law of an external territory or another country.

16.6 The Headmaster:

(a) is to be given notice of all meetings of the Executive Committee; and (b) may attend and speak at those meetings; but (c) is not a member of the Executive Committee, and does not have a vote at a meeting of the

Executive Committee, simply because of being the Headmaster.

16.7 However, the Headmaster may be a member of the Executive Committee and have a vote if he or she is otherwise eligible and has been elected or appointed as a member of the Executive Committee.

17 Election procedure

17.1 At each annual general meeting, the members are to elect the Executive Committee.

17.2 A member is nominated for election to the Executive Committee if:

(a) the member has been nominated by at least 2 other Financial Members; (b) the member has accepted the nomination; (c) any nomination form prescribed by the Executive Committee from time to time has been

completed and lodged with the Secretary at least 14 calendar days before the annual general meeting at which the election is to take place;

(d) the nomination form specifies the position on the Executive Committee for which the member is being nominated; and

(e) the member is a Financial Member at the date of the annual general meeting.

17.3 However, if there is no valid nomination under rule 17.2 for a position of the Executive Committee: (a) nominations for that position may be taken from the floor at the annual general meeting; and (b) a member nominated in this way need not comply with paragraphs 17.2 (b), (c) and (d).

17.4 If there is no valid nomination at all for a position on the Executive Committee, then:

(a) the election of the positions for which there has been at least one valid nomination is to

proceed; and (b) the vacant position is to be treated as a casual vacancy.

18 Tenure

18.1 The term of office of a person as a member of the Executive Committee is unlimited.

19 Casual vacancies

19.1 This rule applies if there is a casual vacancy on the Executive Committee.


19.2 The continuing member or members of the Executive Committee may appoint to fill the vacancy someone who: (a) is a Financial Member of the Association; and (b) accepts the appointment.

19.3 The continuing member or members of the Executive Committee may act despite the casual vacancy, but only for the purpose of: (a) acting under rule 19.2; (b) convening a general meeting of the members to elect a new Executive Committee (for the

purposes of which election rule 17 applies) or for another purpose; (c) appointing or removing a secretary; (d) doing something incidental to (a), (b) or (c); (e) doing something for the purpose of complying with these rules or a law; or (f) doing something which can reasonably be regarded as being urgent.

20 Functions of the Executive Committee

20.1 Subject to these rules and any resolution of the members at any general meeting, the Executive

Committee: (a) has the general control and management of the administration of the affairs, property and funds

of the Association; and (b) has authority to interpret the meaning of these rules and any matter relating to the Association

on which these rules are silent.

20.2 The Executive Committee may exercise all the powers of the Association set out in rule 5 above.

20.3 The Executive Committee is the Association's management committee for the purposes of the Act.

21 Meetings of the Executive Committee

21.1 The Executive Committee must meet at least once every 2 calendar months to exercise its functions. However, this obligation does not apply during the School's vacation period, as designated by the Headmaster, in the months of December and January in each year.

21.2 The Executive Committee must decide how a meeting is to be called.

21.3 Notice of a meeting is to be given:

(a) at least 7 days before a meeting of the Executive Committee unless at least two-thirds of the members on the Executive Committee (with any fractions to be rounded up) agree;

(b) clearly stating the nature of the business to be discussed at the meeting; and (c) otherwise in the way decided by the Executive Committee.

21.4 A meeting may be held by a telephone conference if the member chairing the meeting decides.

21.5 However, a resolution of the Executive Committee at a meeting:

(a) of which less than 7 days' notice has been given; or (b) held by telephone conference, (c) is effective only if it is passed unanimously by all the members of the committee or is

subsequently ratified by a unanimous resolution.

21.6 The Secretary must convene a special meeting of the Executive Committee on the requisition in


writing signed by at least one-third of the members of the Executive Committee.

21.7 The requisition under rule 21.6 must clearly state the reasons why the special meeting is being convened and the nature of the business to be transacted at the meeting.

21.8 At a meeting of the committee, a quorum is constituted by a simple majority of a number equal to the number of members elected and appointed to the Executive Committee as at the date of the meeting. However, one of the people comprising the quorum must be:

(a) the President; or (b) the Vice-President, Treasurer or Secretary if nominated by the President to chair the meeting.

21.9 Questions arising at a meeting of the committee:

(a) are to be decided by a majority of votes; and (b) are regarded as decided in the negative if there is an equality of votes.

21.10 A member of the Executive Committee must not vote in relation to:

(a) any contract or proposed contract with the Association in which the member is interested; or (b) any matter arising out of such a contract or proposed contract, and if the member does vote the

vote is not to be counted.

21.11 A meeting of the committee is to be chaired by (a) the President; (b) for so long as the President is not at the meeting or has stood down from the chair - the Vice-

President; or (c) for so long as neither the President nor the Vice-President is at the meeting or have stood down

from the chair - a member of the committee elected by those members present.

21.12 If within 30 minutes from the time appointed for the commencement of a Executive Committee meeting a quorum is not present, the meeting: (a) if it was convened on requisition or has already been adjourned under paragraph (b) - lapses; or (b) otherwise - stands adjourned to the same day in the next week at the same time and place, or

to another day, time or place determined by the Executive Committee.

21.13 Except as provided in this rule, the Executive Committee may meet together and regulate its proceedings in the way it prescribes.

22 Subcommittees 22.1 The Executive Committee may delegate any of its powers to a subcommittee consisting of members

of the Association or other people appointed by the Executive Committee or in a way prescribed by the Executive Committee (including in any regulations under rule 22.3).

22.2 A subcommittee may have a name that does not include the word 'subcommittee' (for example, it may be called a "supporters' group").

22.3 The Executive Committee can develop any policies, procedures, rules, regulations or directives that prescribe the running of the subcommittee. A subcommittee must obey any regulations imposed on it by the Executive Committee and the members of the subcommittee agree to be bound by those policies, procedures, rules, regulations or directives.

22.4 The subcommittee must ultimately report to the Executive Committee.


22.5 Subject to those regulations, meetings of subcommittees are to be conducted in the same way as

meetings of the Executive Committee (with any necessary adaptations). A subcommittee may elect a chairperson of its meetings.

22.6 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.

22.7 A question arising at a subcommittee 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.

22.8 The Executive Committee may at its absolute discretion disband any subcommittee so formed.

22.9 A member of the subcommittee who is not a member of the Executive Committee is not entitled to vote at an Executive Committee meeting.

22.10 The maximum allowable expenditure that can be approved by a subcommittee is $500. Any expenditure greater than $500 may only be approved with the consent of 2 members of the Executive Committee.

23 Written resolutions

23.1 A resolution in writing signed by all the members of the Executive Committee is as valid and effective

as if it had been passed at a meeting of the Executive Committee properly convened and held.

23.2 A resolution under this rule may consist of more than 1 document:

(a) in the same, or substantially the same, form; and (b) each signed by 1 or more of the members of the committee.

24 Secretary

24.1 If a vacancy happens in the office of secretary, the members of the Executive Committee must

appoint or elect a secretary within 14 days after the vacancy happens.

24.2 The Secretary must be an individual residing in the State, or in another State but not more than 65 kilometres from the Queensland border, who is:

(a) a member of the Association elected by the Association as secretary; (b) a member of the Association's Executive Committee appointed by the committee as secretary;

or (c) appointed by the Executive Committee as Secretary (whether or not the individual is a member

of the Association).

24.3 The Executive Committee may appoint and remove the Secretary at any time.

24.4 However, if the Executive Committee removes an elected or appointed Secretary as the secretary of the Association:

(a) the Secretary nevertheless remains a member of the committee until these rules provide

otherwise; and (b) the new Secretary does not become a member of the committee.

24.5 The Secretary shall cause full and accurate minutes in the English language of all questions, matters,

resolutions and other proceedings of every Executive Committee meeting and general meeting to be


entered in a book to be open for inspection at all reasonable times by any Financial Member who previously applies to the Secretary for that inspection.

24.6 To ensure the accuracy of the minutes of Executive Committee meetings, the minutes of each Executive Committee meeting must be signed by the chairperson of the meeting, or the chairperson of the next Executive Committee meeting, verifying their accuracy.

24.7 To ensure the accuracy of the minutes of general meetings: (a) the minutes of each general meeting must be signed by the chairperson of the meeting or the

chairperson of the next general meeting, verifying their accuracy; (b) the minutes of 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 or annual general meeting, verifying their accuracy; and

(c) verification may be electronically signed or approved.

Part 4 - Meetings

25 Annual general meetings

25.1 Annual general meetings must be held: (a) at least once each year; and (b) within 6 months after the end of the Association's previous financial year.

25.2 The following business must be transacted at every annual general meeting:

(a) the receiving of the statement of income and expenditure, assets and liabilities and mortgages,

charges and securities affecting the property of the Association for the last financial year; (b) the presenting by the Executive Committee of a written report of the Association's operation

throughout the year and an audited statement of the Association's financial position (which can be incorporated in the statement referred to in paragraph (a));

(c) the receiving of the auditor's report on the financial affairs of the Association for the last financial year;

(d) the presenting of the audited statement to the meeting for adoption; (e) the election of members of the Executive Committee; and (f) the appointment of an auditor.

26 Special general meetings

26.1 The Secretary must convene a special general meeting when:

(a) directed to do so by the Executive Committee; (b) given a requisition in writing signed by at least 10 members of the Association; or (c) given a written notice under these rules of a person's intention to appeal against the termination

by the Executive Committee of the person's membership of the Association.

26.2 A requisition under paragraph 26.1(b) must clearly state the reasons why the special general meeting is being convened and the nature of the business to be transacted at it.

27 Notice of general meetings

27.1 The Secretary must give members at least 14 days' notice of a general meeting.

27.2 The way the notice is given is to be determined by the Executive Committee.


27.3 Without limiting rule 27.2, notice of a general meeting may be given by publication of the notice in any

of the following published by the School or by any entity associated with the School and circulated generally to parents of students enrolled at the School:

(a) the School calendar; (b) the School diary; or (c) a letter or circular from the School’s Headmaster.

28 Quorum adjournment

28.1 At a general meting a quorum in constituted by the number of Financial Members which is double the

number of members on the Executive Committee at the start of the meeting minus 1.

28.2 If within 30 minutes from the time appointed for the commencement of a general meeting a quorum is not present, the meeting

(a) if it was convened on requisition or has already been adjourned under rule 28.2(b) below -

lapses; or (b) otherwise - stands adjourned to the same day in the next week at the same time and place, or

to another day, time or place determined by the Executive Committee.

28.3 The chairperson of a general meeting: (a) may if a majority of Financial Members present at a meeting agree; and (b) must if that majority requires, adjourn the meeting to a time and place:

i. or paragraph (a) - nominated by the chairperson; or ii. or paragraph (b) - nominated by the majority or, if the time and/or place is not nominated

by the majority, nominated by the chairperson.

28.4 If a meeting is adjourned, the only business to be transacted at the adjourned meeting is the business left unfinished at the original meeting.

28.5 If a meeting is adjourned for 1 month or longer, notice of the adjourned meeting must given as in the case of an original meeting.

28.6 Except as set out in rule 28.5, it is not necessary to give any notice of any adjournment or of the business to be transacted at an adjourned meeting.

29 Procedure at general meetings

29.1 A general meeting is to be chaired by:

(a) the President; (b) while there is no President or the President is not acting or is not present within 15 minutes of

the time appointed for the meeting -the Vice-President; or (c) while there is no President or Vice-President or both the President and the Vice-President are

not acting or are not present within 15 minutes of the time appointed for the meeting -a Financial Member decided by the largest number of Financial Members present.

29.2 The chairperson is to maintain order and conduct the meeting in a proper and orderly manner.

29.3 Every question, matter or resolution is to be decided by a majority of votes of the Financial Members

present.

29.4 Every Financial Member present is entitled to 1 vote. Nobody else may vote.


29.5 If there is an equality of votes, the chairperson has a second or casting vote.

29.6 A person who is not a Financial Member is not entitled to speak on a motion unless the chairperson

decides otherwise.

29.7 Voting is to be by show of hands or a division of members.

29.8 However, if the chairperson decides, or if at least one-fifth of the Financial Members present demand a ballot:

(a) the chairperson is to appoint 2 individuals to conduct a secret ballot in the way determined by

the chairperson; and (b) the result of the ballot as declared by the chairperson will be the resolution of the meeting.

29.9 Voting by proxy is not permitted.

Part 5 - Miscellaneous

30 By-laws

30.1 The Executive Committee may make, amend or repeal by-laws for the internal management of the Association or dealing with any matter over which the Executive Committee has jurisdiction.

30.2 Each member must comply with the by-laws.

30.3 However, rule 30.2 does not apply to a by-law:

(a) to the extent it conflicts with these rules or any law; or (b) which has been set aside by a resolution of the members at a general meeting.

31 Alteration of rules

31.1 Subject to the Act, these rules may be amended, rescinded or added to from time to time by a special

resolution carried at any general meeting.

31.2 However, an amendment, rescission or addition is valid only if it is registered by the chief executive.

32 Common seal

32.1 The Executive Committee is to provide for a common seal and for its safe custody.

32.2 The common seal must only be used by the authority of the Executive Committee.

32.3 Every document to which the seal is affixed is to be:

(a) signed by a member of the Executive Committee; and (b) countersigned by the Secretary, another member of the Executive Committee or some other

person appointed by the Executive Committee for the purpose.

33 Funds and accounts

33.1 The funds of the Association are to be deposited in the name of the Association in a financial institution decided by the Executive Committee.

33.2 All funds raised by any subcommittee are the funds of the Association and are to be deposited as set


out in rule 33.1.

33.3 Proper books and accounts are to be kept and maintained in either written or printed form in the English language showing correctly the financial affairs of the Association and the particulars usually shown in books of that kind.

33.4 The Association's Treasurer, or other authorised officer, must:

(a) receive all amounts paid to the Association and, if asked, immediately give a receipt for the amounts; and

(b) as soon as practicable: i. deposit each amount received into the Association's account with a financial institution;

and ii. enter the particulars of each amount received, and payments made by the Association,

into the Association's cash book.

33.5 Payments of less than $100 may be made from a petty cash account kept on the imprest system.

33.6 Payments of $100 or more must be made by cheque or electronic funds transfer.

33.7 Particulars of all payments from, and reimbursements to, the petty cash account must be recorded in the petty cash book.

33.8 Cheques are to be crossed "not negotiable" except those in payment of wages, allowances or petty cash recoupments which may be open.

33.9 The Executive Committee must:

(a) approve or ratify the Association's expenditure; and (b) ensure the approval or ratification is recorded in the Executive Committee's minute book.

33.10 The Association's expenditure must be supported by adequate documentation filed in chronological

order and kept at a place decided by the Executive Committee.

33.11 A negotiable instrument issued by the Association must be signed by any 2 of the following Association members:

(a) the President; (b) the Secretary; (c) the Treasurer; (d) another member approved by the Executive Committee; however, 1 of the persons who signs the cheque must be the President, the Secretary or the Treasurer.

33.12 The Association's Treasurer, or other authorised officer, must regularly:

(a) balance the cash book; and (b) make a reconciliation between the cash book and the balance of the Association's account with

a financial institution.

33.13 The Association must keep its financial records: (a) in the State; and (b) for at least 7 years.

33.14 The assets, income and property of the Association must be used solely in promoting the


Association's objects and exercising the Association's powers and not distributed among members.

33.15 Dividends must not be paid to the members and no assets, income or property of the Association may be distributed directly or indirectly to the members except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

34 Documents

34.1 The Executive Committee is to provide for the safe custody of books, documents, instruments of title

and securities of the Association.

35 Financial year

35.1 The financial year of the Association will close on 31 December in each year.

35.2 On behalf of the Executive Committee, the Treasurer must, as soon as practicable after the end date of each financial year, ensure a financial statement for its last reportable financial year is prepared.

36 Validity

36.1 Any resolution, determination or decision made, or act or thing done, by any of the following is to be

regarded as valid and fully effective in spite of a Protected invalidity: (a) a general meeting; (b) a meeting of the Executive Committee; (c) the Executive Committee; (d) a member of the Executive Committee; and (e) the Secretary.

37 Notices

37.1 If a provision of these rules requires or allows notice to be given, or for a person to be notified of a matter, notice may be given under this rule (as well as in a way provided for in or specifically for the purposes of the relevant provision).

37.2 If the notice is to be given to the Association, it may be given in a way provided for in the Act. If the notice is to be given to the Secretary, it may be given to the Association in a way provided for in the Act.

37.3 If the notice is to be given to a member, a former member or an appellant, it may be given:

(a) in a way provided for in the Acts Interpretation Act 1954; or (b) by ordinary prepaid post to the person's postal address last known to the Association.

37.4 A member or appellant must notify the Association of any change to the person's:

(a) residential, business or postal address; or (b) telephone or facsimile number.

38 Winding-up

38.1 The Association may be wound--up as provided in Part 10 of the Act.

38.2 If the Association is wound-up under Part 10 of the Act and there are Surplus assets, the Surplus

assets must not be distributed among the members but must be given to another entity:


(a) that has objects similar to the Association's objects; (b) that is not carried on for the profit or gain of its individual members; and (c) the rules or constitution of which prohibit the distribution of the entity's income and assets to its

members.

39 Transitional provisions

39.1 A person who occupied a particular position or office within the Association (including as a member, a member of the Executive Committee or secretary) immediately before the commencement continues to occupy the same provision or office immediately after the commencement.

39.2 If a process under the Old rules was started immediately before the Commencement:

(a) it is to be completed under and in accordance with the Old rules as if the special resolution to amend the Association’s rules by substituting these rules for the Old rules was never passed; and

(b) if the process involves a person taking or being removed from a particular position or office within the Association (including as a member, a member of the Executive Committee or secretary), rule 39.1 applies to the person as if the commencement was the time of completion of the process.

39.3 Examples of processes to which rule 39.2 applies include:

(a) an application for membership; (b) a meeting (which is started by the giving of notice of the meeting); (c) a resignation of, or other termination of, membership of the Association or of the Executive

Committee; and (d) an appeal against a termination of membership of the Association.