1. Name of the Association: Sri Lankan Muslims Association of South Australia Inc.
2. Objectives and purpose of Association:
To unite and enhance the wellbeing of the Sri Lankan Muslims making South Australia their home by way of organising meetings for religious observances, festivities, educational, charitable and events of cultural significance.
3. The powers of the association:
The Association shall have all the powers conferred by section 25 of the Associations Incorporation Act 1985
4. Membership: comprise of ordinary members and their families.
4.1. Subscription: $60 per family payable in lump sum or monthly instalments
4.2. Resignations – A member may resign from membership of the
association by giving written notice to the Secretary or Public Officer of the
Association. Any resigning member shall be liable for any outstanding
subscriptions which may be recovered as a debt to the association.
4.3. Expulsions
4.3.1.
Subject to giving a member an opportunity to be heard or to make
a written submission, the committee may resolve to expel a member upon a charge
of misconduct detrimental to the interests of the association.
4.3.2.
Particulars of the charge shall be communicated to the member at
least one month before the meeting of the committee at which the matter will be
determined.
4.3.3.
The determination of the committee shall be communicated to the
member, and in the event of an adverse determination the member shall, (subject
to 5.4d below), cease to be a member 14 days after the committee has
communicated its determination to the member.
4.3.4.
It shall be open to a member to appeal the expulsion to the
association at a general meeting. The intention to appeal shall be communicated
to the secretary or public officer of the association within 14 days after the
determination of the committee has been communicated to the member.
4.3.5.
In the event of an appeal under 7.d above, the appellant’s
membership of the association shall not be terminated unless the determination
of the committee to expel the member is upheld by the members of the
association in general meeting after the appellant has been heard by the
members of the association, and in such event membership will be terminated at
the date of the general meeting at which the determination of the committee is
upheld.
4.4. Register of members – A register of members will be kept and contain:
4.4.1.
The name and address of each member
4.4.2.
The date on which each member was admitted to the association,
and
4.4.3.
If applicable, the date of and reason(s) for termination of
membership.
5. The Committee
5.1. Powers and duties
5.1.1.
The affairs of the association shall be managed and controlled
by a committee which, in addition to any powers and authorities conferred by
these rules, may exercise all such powers and do all such things as are within
the objects of the association, and are not by the Act or by these rules
required to be done by the association in general meeting.
5.1.2.
The committee has the management and control of the funds and
other property of the association.
5.1.3.
The committee shall have authority to interpret the meaning of
these rules and any other matter relating to the affairs of the association on
which these rules are silent.
5.1.4.
The committee shall appoint a public officer as required by the Act. Notice of appointment and any change in the identity or address of the public officer are to be lodged within one month after the change (Form 10) with: Consumer and Business Services, Chesser House, 91-97 Grenfell Street, Adelaide 5000; postal address: GPO Box 1719, Adelaide 5001.
5.2. Appointment
5.2.1. The committee shall be comprised of following
· President
· Two Vice Presidents
· Secretary
· Treasurer
· Two Committee members
· Event co-ordinators
o For cultural events
o Religious events
5.2.2.
A committee member shall be a natural person.T
5.2.3.
The first committee of the association shall be appointed from
the promoters of the association, or be comprised of such persons as hold
office prior to incorporation. The first committee shall hold office until the first
annual general meeting after incorporation. At this time, one half of the
members of the committee, who shall be chosen by ballot, shall retire from the
committee. At each subsequent annual general meeting one half of the members of
the committee, being the longest serving members, shall retire. The association
may wish to provide for a different procedure, e.g. that all committee
positions shall be subject to re-election at each AGM.
5.2.4.
A retiring committee member shall be eligible to stand for
re-election without nomination. No other person shall be eligible to stand for
election unless a member of the association has nominated that person at least 28
days before the meeting by delivering the nomination of that person to the
secretary of the association. The nomination shall be signed by the proposer
and by the nominee.
5.2.5.
Notice of all persons seeking election to the committee shall be
given to all members of the association with the notice calling the meeting at
which the election is to take place.
5.2.6.
The committee may appoint a person to fill a casual vacancy, and
such a committee member shall hold office until the next annual general meeting
of the association and shall be eligible for election to the committee without
nomination.
5.3. Proceedings of committee
a. The committee shall meet together for the dispatch of business
at least every three monthly. The association should settle on how often
meetings are to be held.
b. Questions arising at any meeting of the committee shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.
c. A quorum for a meeting of the committee shall be one half of the
members of the committee.
d. A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract with the association must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the association.
5.4. Disqualification of committee members
The office of a committee member shall become vacant if a committee member is:
• Disqualified from being a committee member by the Act
• Expelled as a member under these rules
• Permanently incapacitated by ill health
• Absent without apology from more than four meetings in a financial year
• No longer the duly appointed representative of a corporate
member.
6. General meetings
6.1. Annual general meetings
a.
The committee shall call an annual general meeting in accordance
with the Act and these rules.
b.
The first annual general meeting shall be held within 18 months
after the incorporation of the association, and thereafter within five months
after the end of its financial year.
c.
The order of the business at the meeting shall be:
i.
The confirmation of the minutes of the previous annual general
meeting and of any special general meeting held since that meeting
ii.
The consideration of the accounts and reports of the committee
and the auditor’s report (if auditor’s report is required)
iii.
The election of committee members
iv.
The appointment of auditors (if required – see rule 11.5)
v.
Any other business requiring consideration by the association in
general meeting.
6.2. Notice of general meetings
a. Subject to 5.3b, at least 14 days’
notice of any general meeting shall be given to members. The notice shall set
out where and when the meeting will be held, and particulars of the nature and
order of the business to be transacted at the meeting.
b. Notice of a meeting at which a
special resolution is to be proposed shall be given at least 21 days prior to
the date of the meeting.
c. A notice may be given by the
association to any member by serving the member with the notice personally, or
by sending it by post to the address appearing in the register of members. (See
rule 5.5.)
d. Where a notice is sent by post:
i.
The service is effected by properly addressing, prepaying and
posting a letter or packet containing the notice, and
ii.
Unless the contrary is proved, service will be taken to have
been effected at the time at which the letter or packet would be delivered in
the ordinary course of post.
6.3. Proceedings at general meetings
a)
Ten members (a lesser or greater number may be appropriate depending
upon the size of the membership) present personally or by proxy shall
constitute a quorum for the transaction of business at any general meeting.
b)
If within 30 minutes after the time appointed for the meeting a
quorum of members is not present, a meeting convened upon the requisition if
members shall lapse. In any other case, the meeting shall stand adjourned to
the same day in the next week, at the same time and place and if at such
adjourned meeting a quorum is not present within 30 minutes of the time
appointed for the meeting the members present shall form a quorum.
c)
Subject to 8.4d, the chairperson shall preside as chairperson at
a general meeting of the association.
d) If the chairperson is not present
within five minutes after the time appointed for holding the meeting, or he or
she is present but declines to take or retires from the chair, the members may
choose a committee member or one of their own number to be the chairperson of
that meeting.
6.4. Voting at general meetings
a) Subject to these rules, every
member of the association has only one vote at a meeting of the association.
b)
Subject to these rules, a question for decision at a general
meeting, other than a special resolution, must be determined by a majority of
members who vote in person or, where proxies are allowed, by proxy, at that
meeting.
c)
Unless a poll is demanded by at least five members, a question
for decision at a general meeting must be determined by a show of hands.
d) A member being a body corporate shall
be entitled to appoint one person, who shall not be a member of the
association, to represent it at a particular general meeting or at all general
meetings of the association. That person shall be appointed by the corporate
member by a resolution of its board, which may be authenticated under its seal.
Such a person shall be deemed to be a member of the association for all
purposes until the authority to represent the corporate member is revoked.
6.5. Poll at general meetings
a) If a poll is demanded by at least
five members, it must be conducted in a manner specified by the person
presiding and the result of the poll is the resolution of the meeting on that
question.
b) A poll demanded for the election
of a person presiding or on a question of adjournment must be taken
immediately, but any other poll may be conducted at any time before the close
of the meeting.
6.6. Special and ordinary resolutions
a) A special resolution as defined in
the Act. A clause can be included repeating the definition in section 3 of the
Act.
b) An ordinary resolution is a
resolution passed by a simple majority at a general meeting.
6.7. Proxies
A member shall be entitled to
appoint in writing a natural person who is also a member of the association to
be their proxy, and attend and vote at any general meeting of the association.
7. Minutes
a)
Proper minutes of all proceedings of general meetings of the
association and of meetings of the committee, shall be entered within one month
after the relevant meeting in minute books kept for the purpose.
b)
The minutes kept pursuant to this rule must be confirmed by the
members of the association or the members of the committee (as relevant) at a
subsequent meeting.
c)
The minutes kept pursuant to this rule shall be signed by the
chairperson of the meeting at which the proceedings took place or by the chairperson
of the next succeeding meeting at which the minutes are confirmed.
d)
Where minutes are entered and signed they shall, until the
contrary is proved, be evidence that the meeting was convened and duly held,
that all proceedings held at the meeting shall be deemed to have been duly held,
and that all appointments made at a meeting shall be deemed to be valid.
8. Dispute resolution
This rule provides for a procedure
to settle disputes. It is not a requirement of the Act. The association should
determine the relevance of the rule to the operations of the association. This
should include
what type of disputes to which the
rule applies.
a. The dispute resolution procedure
set out in this rule applies to disputes under these Rules between –
i. A member and another member
ii. A member and the association.
b. The parties to the dispute must
meet and discuss the matter in dispute and, if possible, resolve the dispute
within 14 days after the dispute comes to the attention of all of the parties.
c. If the parties are unable to
resolve the dispute at the meeting the parties may choose to meet and discuss
the dispute before an independent third person agreed to by the parties.
d. In this rule ‘member’ includes any
person who was a member not more than six months before the dispute occurred. Section
40 of the Act provides that where the committee exercises any power of
adjudication in relation to a dispute between the members, or a dispute between
itself and members of the association, the rules of natural justice must be
observed Section 61 of the Act provides that an application to the Court for an
order under the section may be made by a member of an incorporated association or
by a former member expelled from the association (provided that the application
is made within six months of the expulsion), who believes that the affairs of
the association are being conducted in a manner that is oppressive or
unreasonable.
9. Financial reporting
9.1. Financial year
This rule applies to all associations. The first financial year of the association shall be the period ending on the next 30 June following incorporation, and thereafter a period of 12 months commencing on 1 July and ending on 30 June of each year. If the association wants a different financial year the relevant dates should be inserted. Refer to section 3 of the Act for definition of ‘financial year’.
9.2. Accounts to be kept
This rule applies to all
associations. The association shall keep and retain such accounting records as
are necessary to correctly record and explain the financial transactions and
financial position of the association in accordance with the Act. Refer to
regulation 8 of the Associations Regulations.
9.3. Accounts and reports to be laid before members
This rule applies to a prescribed
association. (It may be adopted for an association that is not prescribed) The
accounts, together with the auditor’s report on the accounts, the committee’s
statement and the
committee’s report, shall be laid
before members at the annual general meeting. Refer to section 35(6) of the
Act.
9.4. Annual returns
This rule only applies to a
prescribed association. The annual (periodic) return shall be lodged with
Consumer and Business Services within six months after the end of each
financial year. It must be accompanied by a copy of the accounts, the auditor’s
report, the committee’s statement, and the committee’s report. Refer to section
36(1) of the Act.
9.5. Appointment of auditor
a. At each annual general meeting,
the members shall appoint a person to be auditor of the association. Refer to
sections 35(2)(b) and 35(4) of the Act for qualifications of auditor.
b. The auditor shall hold office
until the next annual general meeting and is eligible for re-appointment.
c. If an appointment is not made at
an annual general meeting, the committee shall appoint an auditor for the
current financial year.
Consumer and Business Services
10. Prohibition against securing profits for members
The income and capital of the
association shall be applied exclusively to the promotion of its objects and no
portion shall be paid or distributed directly or indirectly to members or their
associates except as bona fide
remuneration of a member for
services rendered or expenses incurred on behalf of the association.
Section 55 of the Act provides a
prohibition against securing profits for members.
11. Winding up
The association may be wound up in
the manner provided for in the Act.
Application of surplus assets
a) If after the winding up of the
association there remains ‘surplus assets’ as defined in the Act, such
surplusassets shall be distributed to any organisation which has similar
objects and has rules which prohibit the distribution of its assets and income
to its members. The association may determine to distribute surplus assets to
nominated charities.
b) Such organisation or organisations
shall be identified and determined by a resolution of members in general
meeting. Section 43 of the Act prohibits the distribution of surplus assets at
the completion of a winding up to members or former members, or associates of
those persons.
12. Rules
These rules may be altered
(including an alteration to the association’s name) by special resolution of
the members of the association. This includes recision or replacement by
substitute rules. The alteration shall be registered with Consumer and Business
Services, Corporate Affairs Commission, as required by the Act.
The registered rules shall bind
the association and every member to the same extent as if they have
respectively signed and sealed them, and agreed to be bound by all of the
provisions thereof.
The Act provides that an
alteration to a rule may be made by special resolution of the association
unless other provision is made in the rules.
Note requirements of Section 24(6)
and 24(7):
Subject to any provision in the
rules or a resolution to the contrary, an alteration to the rules comes into
force at the time that the alteration is passed. This does not apply to an
alteration to the name of the association which does not come into force until
registered by Consumer and Business Services, Corporate Services Commission.
13. Special conditions
No interest should be accrued and credited to
the Account. In case any interest is credited, steps should be taken to deduct
such amounts immediately from the account.
Definitions
‘The Act’ means the Associations
Incorporation Act 1985