Rules of The National Council of Jewish Women of Australia (Victoria) Incorporated
TABLE OF CONTENTS
1 Name
2 Definitions and interpretation
2.1 Definitions
2.2 Words and expressions
2.3 Model rules
3 Purposes
3.1 Principal purposes
3.2 Ancillary purposes
3.3 No profit or gain to Members
4 Powers
5 Alteration of Rules
6 Membership
6.1 Minimum number
6.2 Application for Membership
6.3 Membership categories
7 Entrance fee and annual subscription
8 Rights of members
9 Register of Members
10 Default by members
11 Ceasing Membership
12 Discipline, suspension and expulsion of Members
13 Disputes and mediation
14 Annual general meeting
15 Special general meetings
16 Special business
17 Notice of meeting
18 Proceedings at General Meetings
19 Composition of the Board
20 Term of office of Board members
21 Election of Board Members
22 Powers and duties of Board
22.1 Management of the Association
22.2 Specific powers
22.3 Duties under the Act
22.4 Disclosure of interests
22.5 Voting if Board Member has an interest
22.6 Obligation of secrecy
23 Delegation of Board’s powers
23.1 Power to delegate
23.2 Terms of delegation
23.3 Delegate to comply with directions
23.4 Board may revoke delegation
24 Proceedings of Board
25 Removal of Board Member
26 Secretary
26.1 Appointment
26.2 Terms
26.3 Duties under the Act and Rules
26.4 Cessation of appointment
27 Minutes of meetings
28 Funds
29 Cheques
30 Execution of documents
31 Financial statements
31.1 Obligations
31.2 Review or audit
32 Notices
32.1 Method
32.2 Receipt
32.3 Evidence of service
33 Winding up and cancellation
34 Custody and inspection of books and records
35 Indemnity and insurance
35.1 Indemnity and insurance
35.2 Survival of indemnity
35.3 Indemnity and insurance subject to law
APPENDIX 1
APPENDIX 2
APPENDIX 3 
Rules of The National Council of Jewish Women of Australia (Victoria) Incorporated
1 Name
The name of the incorporated association is The National Council of Jewish Womenof Australia (Victoria) Incorporated (in these Rules called “the Association”).
2 Definitions and interpretation
2.1 DefinitionsIn these Rules, unless the context otherwise requires:
“Act” means the Associations Incorporation Reform Act 2012.
“Board” means the committee of, or other body having management of, the Association
established under Rule 19.
“Board Member” means a member of the Board elected or appointed under Rule 19 or
21;
“Business Day” means any day excluding a Saturday, Sunday and public holiday in
Victoria;
“Chairperson” of a General Meeting or Board meeting, means the person chairing the
meeting as required under these Rules.
“Commissioner” means the Commissioner of Taxation, a second Commissioner of
Taxation or a Deputy Commissioner of Taxation or other delegate of the Commissioner
of Taxation for the purposes of the Tax Act.
“Financial Life Member” means a person who holds membership under rule 6.3(e);
“Financial Year” means each period of 12 months ending on 31st March.
“General Meeting” means a general meeting of Members convened in accordance with
Rule 17 and includes an annual general meeting and a special general meeting.
“GST” has the meaning given to that term by section 195-1 of the GST Act.
“GST Act” means A New Tax System (Goods and Services Tax) Act 1999.
“Honorary Member” means a person who holds membership under rule 6.3(c);
“Honorary Life Member” means a person who holds membership under rule 6.3(d);
“Member” means each person who is recorded as a Member in the register of members.
“Membership” means the contractual right of a person to membership of the Association.
“Non-voting Financial Member” means a person who holds membership under
rule 6.3(b);
“Immediate Past President” means the immediate past President of the Association.
"President" means the person elected in accordance with Rule 19.
“Regulations” means regulations under the Act.
“Relevant Documents” has the meaning given by the Act.
“Secretary” means the person elected or appointed in accordance with either Rule 19 or
Rule 26 to perform the duties of a secretary of the Association.
“Security Interest” means any mortgage, lien, hypothecation, charge (whether fixed or
floating), bill of sale, caveat, pledge, claim, trust arrangement, preferential right, right of
set-off, title retention or other form of encumbrance and includes any “security interest”
within the meaning of section 12 of the Personal Property Securities Act 2009 (Cth).
“Subcommittee” means a subcommittee of the Board established under Rule 23.
“Treasurer” means the person elected in accordance with Rule 19.
“Tax Act” means the Income Tax Assessment Act 1997 (Cth).
"Vice-President" means a person elected in accordance with Rule 19.
“Voting Financial Member” means a person who holds membership under rule 6.3(a).
2.2 Words and expressions
In these Rules, unless the context requires otherwise:
(a) a reference to these Rules and any other document or agreement includes a
reference to these Rules or that document or agreement as amended, novated,
supplemented, varied or replaced from time to time and includes rules, regulations
and by-laws made thereunder;
(b) a reference to any legislation or to any provision of any legislation includes:
(i) any modification or re-enactment of the legislation;
(ii) any legislative provision substituted for, and all legislation, statutory
instruments and regulations issued under, the legislation or provision; and
(iii) where relevant, corresponding legislation in any Australian State or
Territory;
(c) a reference to “$”, “A$” or “dollar” is a reference to Australian currency;
(d) the singular means the plural and vice versa;
(e) words denoting any gender include all genders;
(f) words and expressions denoting natural persons include bodies corporate,
partnerships, associations, institutions, firms, bodies and entities (whether
incorporated or not), governments and governmental authorities and agencies and
vice versa;
(g) headings are for convenience and do not affect interpretation;
(h) a reference to these Rules includes any schedules or annexures; and
(i) words or expressions contained in these Rules shall be interpreted in accordance
with the provisions of the Interpretation of Legislation Act 1984 and the Act as in
force from time to time unless otherwise defined in these Rules.
2.3 Model rules
To the extent permitted by law, the model rules contained in the Act do not apply to the
Association.
3 Purposes
3.1 Principal purposesThe principle purposes of the Association are, to the extent charitable:
(a) to further the knowledge and ideals of Judaism and to encourage Jewish Education
and identity among our members and the Jewish community;
(b) to work for the improvement of general social conditions in the Jewish and non-
Jewish communities;
(c) to give support aid and encouragement to the advancement and development of
the State of Israel and its agencies, institutions and individuals;
(d) to foster a close fellowship among all Jewish women and to work and advocate for
the improvement in the status of women in the Jewish and general community.
(e) to work and advocate for harmonious relations within the Australian multi-cultural
society and to combat anti-Semitism, racism and all sorts of discrimination.
(f) to act in concert with other Jewish organisations on issues affecting Jewry and
Israel.
3.2 Ancillary purposes
To achieve the principal purposes set out in Rule 3.1, the Association may, among other
things:
(a) conduct public programs including education programs, social and community
programs and research programs;
(b) co-ordinate and arrange conferences, meetings, standing Boards and commissions
and other forums;
(c) disseminate information relating to education and community programs and to
produce, edit, publish, issue, sell, circulate and preserve such papers, periodicals,
books, circulars and other literary matters as are conducive to these objects;
(d) establish and maintain relationships and close communications with corporations,
entities, associations, foundations, institutions, organisations and groups including
Federal, State and Local Government instrumentalities, authorities and
professionals that may have related interests to the Association and utilise their
resources and facilities to provide and achieve the purposes of the Association;
(e) seek and co-ordinate funding from Federal, State and Local Government and the
private sector in the form of grants, gifts, donations and bequests committed to the
purposes of the Association;
(f) encourage and promote and generally to create greater community awareness in
the knowledge and understanding of the purposes of the Association;
(g) provide or attract funds for the facilitation of any of the purposes of the Association;
(h) do all such other things as are incidental or conducive to the attainment of the
purposes and aims of the Association.
The purposes of the Association will be pursued principally in Australia.
3.3 No profit or gain to Members
(a) The Association will not be carried on for the purpose of profit or gain to its
Members and the income and property of the Association, however and wherever
derived, will be applied solely towards the promotion of the purposes of the
Association.
(b) No portion of the income or property of the Association will be paid or transferred,
directly or indirectly, to the Members of the Association but nothing contained in
these Rules will prevent the payment in good faith of remuneration to any officers
or servants of the Association or to any Member of the Association in return for any
services actually rendered to the Association or for goods supplied in the ordinary
and usual course of business.
4 Powers
4.1 The Association has, subject to the Act, power to do all things necessary or convenient tobe done for, or in connection with, the attainment of its purposes.
4.2 Without limiting the generality of clause 4.1, the Association has all the rights, powers
and privileges and the legal capacity provided under the Act including, but not limited to,
the powers to:
(a) accept gifts, devises, bequests or assignments made to the Association, whether
on trust or otherwise, and whether unconditionally or subject to a condition and, if a
gift, devise, bequest or assignment is accepted by the Association on trust or
subject to a condition, to act as trustee or to comply with the condition, as the case
may be;
(b) make available (whether in writing or in any other form and whether by sale or
otherwise) information relating to the Association and its functions;
(c) to occupy, use and control any land or building owned or held under lease by any
other person made available to the Association;
(d) acquire, hold and dispose of real and personal property, including intellectual
property;
(e) lease the whole or any part of any land or building for the purposes of the
Association;
(f) occupy, use and control any other land or building owned or held under lease by
any other person and made available to the Association;
(g) enter into contracts;
(h) erect buildings;
(i) employ managers and other staff to implement the purposes of the Association and
pay such fees, salaries, emoluments and expenses as the Board considers
reasonable to such persons;
(j) purchase or take on hire, or to accept as a gift or on deposit or loan, and to dispose
of or otherwise deal with furnishings, equipment and other goods;
(k) act as trustee of moneys or other property vested in the Association on trust;
(l) appoint patrons of the Association; and
(m) do anything incidental to any of the Association’s purposes.
4.3 Notwithstanding anything contained in these Rules, any money or other property held by
the Association for the Association on trust or accepted by the Association for the
Association subject to a condition, will not be dealt with except in accordance with the
obligations of the Association as trustee or as the person who has accepted the money
or other property subject to the condition, as the case may be.
5 Alteration of Rules
These Rules shall not be altered except in accordance with the Act.6 Membership
6.1 Minimum number(a) Subject to these Rules and the Act, there must be at least five Members.
(b) The Board may, from time to time, prescribe a maximum number of Members.
6.2 Application for Membership
(a) Any person who applies and is approved for Membership as a Voting Financial
Member or a Non-Voting Financial Member as provided in these rules is eligible to
become a Voting Financial Member or Non-Voting Financial Member on payment
of the Entrance Fee and Annual Subscription payable under these rules.
(b) A person who is not a Member of the Association at the time of the incorporation of
the Association (or who was such a Member at that time but has ceased to be a
Member) shall not be admitted to Membership unless:
(i) the person applies for Membership in accordance with Rule 6.2(c); and
(ii) the person’s admission as a Member is approved by the Board.
(c) An application of a person for Membership of the Association must:
(i) be made in writing in the form set out in Appendix 1, or any other form
approved by the Board; and
(ii) shall be lodged with the Secretary.
(d) As soon as practicable after the receipt of an application, the Secretary must refer
the application to the Board.
(e) Upon an application being referred to the Board, the Board shall determine, in its
absolute discretion, whether to approve or to reject the application.
(f) Upon an application being approved by the Board, the Secretary must, as soon as
practicable:
(i) notify the applicant in writing that the applicant has been approved for
Membership; and
(ii) request payment within the period of 28 days after receipt of the
notification of the sum payable (if any) under these Rules as the entrance
fee and the first year's annual subscription.
(g) The Secretary must, as soon as practicable after notice is given under Rule 6.2(f)(i)
or if any amounts are payable under Rule 6.2(f)(ii), within 28 days after receipt of
the amounts referred to in Rule 6.2(f)(ii), enter the applicant's name in the register
of members.
(h) An applicant for Membership becomes a Member and is entitled to exercise the
rights of Membership when the applicant’s name is entered into the register of
members.
(i) Upon an application being rejected by the Board, the Secretary must, as soon as
practicable, notify the applicant in writing that the application has been rejected.
No reason need be given for the rejection of an application.
6.3 Membership categories
(a) Any Jewish woman is eligible to apply for admission as a Voting Financial Member.
Voting Financial Members have the right to be elected to any position on the
Board. Voting Financial Members are entitled to enter discussion and vote at
general meetings.
(b) Any person is eligible to apply for admission as a Non-Voting Financial Member.
Non-Voting Financial Members do not have the right to vote at general meetings
or to be elected to a position on the Board.
(c) Honorary Members may be appointed by the Board for one year or for the period
specified by the Board. Honorary Members have the rights and responsibilities of
Voting Financial Members other than voting rights and they do not have the right to
be nominated for or hold a position on the Board. Honorary Members are not
required to pay the Entrance Fee or Annual Subscription.
(d) Any Honorary Member who in the opinion of the Board has given outstanding
service to the Association may be recommended by the Board to an annual
general meeting for appointment as an Honorary Life Member. Honorary Life
Members have the rights and responsibilities of Honorary Members.
(e) A Voting Financial Member who has paid a lump sum subscription being the
Annual Subscription multiplied by a factor of 18 (representing the Hebrew symbol
for CHAI meaning life) will be appointed by the Board as a Financial Life Member.
Financial Life Members have the rights and responsibilities of Voting Financial
Members but they are not required to pay the Annual Subscription.
7 Entrance fee and annual subscription
7.1 The entrance fee is the amount determined by the Board from time to time .7.2 The annual subscription may be fixed at the annual general meeting and unless so fixed
is the amount determined by the Board, payable by each Member on the date that is 12
months following the date that the Board approved that Member’s application for
Membership.
7.3 The Board is entitled to determine that different fees or subscriptions are payable in
respect of any Membership and as between Members or that no fees or subscriptions are
payable by one or more Members.
7.4 If the first year of Membership applicable to the person seeking admission to Membership
is comprised of less than 365 days, the first year’s fees or subscription payable by that
person is to be apportioned according to the number of days remaining in that year of
Membership.
7.5 All payments that are required to be made by a Member under these Rules (including but
not limited to subscriptions) are exclusive of GST.
7.6 If any payment referred to in clause 7.5 is for, or is in connection with, a supply made by
the Association under these Rules on which the Association is liable to pay GST, then
such payment will be increased by the prevailing rate of that GST and the Member will
pay that increased amount to the Association at the same time and in the same manner
as all other payments required to be made.
7.7 The Association must issue to the Member a tax invoice for the increased amount
referred to in clause 7.6 within 14 days from the date that the increased amount is
required to be paid by the Member.
8 Rights of members
8.1 Subject to these Rules, the Members are entitled to all the rights and privileges ofMembership of the Association.
8.2 A right, privilege, or obligation of a person by reason of the person's his Membership:
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates on cessation of Membership whether by death or resignation or
otherwise as set out in clause 11.
8.3 As long as the Association continues to be, as it presently is, an affiliate of National
Council of Jewish Women of Australia, any Member of the Association may transfer from
the Association to any other section of the National Council of Jewish Women of
Australia.
9 Register of Members
9.1 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;
(c) in the case of each former Member, the date of ceasing to be a Member; and
(d) any other information which the Board considers necessary.
9.2 The register shall be available for inspection at a reasonable time, free of charge, by any
Member upon request.
9.3 Subject to the Act, a Member may make a copy of entries in the register unless otherwise
determined by the Board.
9.4 The Secretary may restrict access to the personal information of a person recorded as a
Member in accordance with the Act.
10 Default by members
10.1 If a Member fails to pay that Member's subscription, in whole or in part, in any year ofMembership for more than 60 days after the due date for payment:
(a) all of the rights and privileges of that Member will be automatically suspended until
the subscription, or such part which is payable and remains outstanding, is paid or
until the Member's Membership has been determined in accordance with
clause 10.2; and
(b) the Secretary will give notice to that Member requiring payment of the subscription,
or such part of the subscription which is payable and remains outstanding.
10.2 If any Member fails to pay that Member's subscription in accordance with clause 10.1, or
any part which is payable and remains outstanding for more than 60 days after service of
the notice to the Member in accordance with clause 10.1(b), the Member will
automatically cease to be a Member pursuant to clause 11 and the Secretary must notify
that Member accordingly.
11 Ceasing Membership
11.1 A Member who has paid all moneys due and payable to the Association may resign as aMember by written notice to the Association or a Board Member.
11.2 A person immediately ceases to be a Member if the person:
(a) dies;
(b) ceases to be a member of the Board of National Council of Jewish Women of
Australia (Victoria) Inc;
(c) resigns as a Member by giving written notice to the Secretary;
(d) becomes of unsound mind or a person who is, or whose estate is, liable to be dealt
with in any way under a law relating to mental health;
(e) becomes bankrupt or insolvent or makes any arrangement or composition with his
or her creditors; or
(f) becomes, if the Board so decides in their absolute discretion, an untraceable
Member because the person has ceased to reside at, attend or otherwise
communicate with his or her address on the Register of Members.
11.3 The Secretary must record in the register of members the date on which the Member
ceased to be a Member.
12 Discipline, suspension and expulsion of Members
12.1 Subject to these Rules and the Act, if the Board is of the opinion that a Member hasrefused or neglected to comply with these Rules, or has been guilty of conduct
unbecoming a Member or prejudicial to the interests of the Association, the Board may
by resolution:
(a) suspend that Member from Membership of the Association for a specified period;
or
(b) expel that Member from the Association.
12.2 A resolution of the Board under Rule 12.1 does not take effect unless:
(a) at a meeting held in accordance with Rule 12.3, the Board confirms the resolution;
and
(b) if the Member exercises a right of appeal to the Association under this Rule, the
Association confirms the resolution in accordance with this Rule.
12.3 A meeting of the Board to confirm or revoke a resolution passed under Rule 12.1 must be
held not earlier than 14 days, and not later than 28 days, after notice has been given to
the Member in accordance with Rule 12.4.
12.4 For the purposes of giving notice in accordance with Rule 12.3, the Secretary must, as
soon as practicable, cause to be given to the Member a written notice:
(a) setting out the resolution of the Board and the grounds on which it is based; and
(b) stating that the Member, or the Member’s representative, may address the Board
at a meeting to be held not earlier than 14 days and not later than 28 days after the
notice has been given to that Member; and
(c) stating the date, place and time of that meeting; and
(d) informing the Member that the Member may do one or more of the following:
(i) attend that meeting;
(ii) give to the Board before the date of that meeting a written statement
seeking the revocation of the resolution;
(e) informing the Member that, if at that meeting, the Board confirms the resolution, the
Member may not later than 48 hours after that meeting, give the Secretary a notice
to the effect that the Member wishes to appeal to the Association in General
Meeting against the resolution.
12.5 At a meeting of the Board to confirm or revoke a resolution passed under Rule 12.1, the
Board must:
(a) give the Member, or the Member’s representative, an opportunity to be heard; and
(b) give due consideration to any written statement submitted by the Member; and
(c) determine whether to confirm or to revoke the resolution.
12.6 If at the meeting of the Board, the Board confirms the resolution, the Member may, not
later than 48 hours after that meeting, give the Secretary a notice to the effect that the
Member wishes to appeal to the Association in General Meeting against the resolution.
12.7 If the Secretary receives a notice under Rule 12.6, the Secretary must notify the Board
and the Board must convene a General Meeting of the Association to be held within
21 days after the date on which the Secretary received the notice.
12.8 At a General Meeting of the Association convened under Rule 12.7:
(a) no business other than the question of the appeal shall be conducted; and
(b) the Board may place before the meeting details of the grounds for the resolution
and the reasons for the passing of the resolution; and
(c) the Member, or the Member’s representative, must be given an opportunity to be
heard; and
(d) the Members present must vote by secret ballot on the question whether the
resolution should be confirmed or revoked.
12.9 If at the General Meeting:
(a) two-thirds of the Members vote in person, or by proxy (also being a Member), in
favour of the resolution - the resolution is confirmed; and
(b) in any other case - the resolution is revoked.
13 Disputes and mediation
13.1 The grievance procedure set out in this Rule 13 applies to disputes under these Rulesbetween:
(a) a Member and another Member; or
(b) a Member and a Board Member; or
(c) a Member and the Association.
13.2 The parties to the dispute must meet and discuss the matter in dispute and, if possible,
resolve the dispute within 14 days after the dispute comes to the attention of all of the
parties.
13.3 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 following the meeting, hold a further
meeting in the presence of a mediator.
13.4 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 Board; or
(ii) in the case of a dispute between a Member and the Board or the
Association – a person who is a mediator appointed or employed by the
Dispute Settlement Centre of Victoria (Department of Justice).
13.5 A Member of the Association can be a mediator but must not be a person who has a
personal interest in the dispute or is biased in favour of or against any party to the
dispute.
13.6 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
13.7 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 by 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.
13.8 The mediator must not determine the dispute.
13.9 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.
14 Annual general meeting
14.1 Subject to the Act, the Board must convene an annual general meeting within fivemonths after the end of each Financial Year.
14.2 In any year in which a triennial conference of the National Council of Jewish Women of
Australia is held, the annual general meeting must be held within 5 months of the end of
the Financial Year and, if possible, after the triennial conference.
14.3 The Board may determine the date, time and place of the annual general meeting of the
Association.
14.4 The notice convening the annual general meeting must specify that the meeting is an
annual general meeting.
14.5 To the extent applicable to the Association, the ordinary business of the annual general
meeting shall be to:
(a) confirm the minutes of the preceding annual general meeting and of any General
Meeting held since that meeting;
(b) receive and consider the annual report of the Board on the activities of the
Association during the preceding Financial Year and the financial statements of the
Association for the preceding Financial Year submitted by the Board in accordance
with the Act;
(c) elect the Board Members and
(d) confirm or vary the amounts (if any) of the entrance fee and the annual
subscription.
14.6 The annual general meeting may conduct any special business of which notice has been
given in accordance with these Rules.
15 Special general meetings
15.1 In addition to the annual general meeting, any other General Meetings may be held in thesame year.
15.2 All General Meetings other than the annual general meeting may be called general
meetings, special general meetings or extraordinary general meetings, as the Board or
the Members convening a meeting decide.
15.3 The Board may, whenever it thinks fit, convene a special general meeting of the
Association.
15.4 If, but for this Rule, more than 15 months would elapse between annual general
meetings, the Board must convene a special general meeting before the expiration of
that period.
15.5 The Board must, on the request in writing of Members representing at least 15% of the
total number of Members, convene a special general meeting of the Association.
15.6 The request for a special general meeting must:
(a) be in writing;
(b) state the business to be considered at the meeting and any resolutions to be
proposed;
(c) include the names, and be signed by, the Members requesting the meeting; and
(d) be given to the Secretary.
15.7 If the Board does not cause a special general meeting to be held within one month after
the date on which the request is given to the Secretary, the Members making the
request, or any of them, may convene a special general meeting to be held within
3 months after that date.
15.8 If a general meeting is convened by Members in accordance with this Rule 15:
(a) it must be convened in the same manner as far as possible as a meeting convened
by the Board;
(b) all reasonable expenses incurred in convening the meeting shall be refunded by
the Association to the persons incurring the expenses; and
(c) may only consider the business stated in the request.
16 Special business
All business that is conducted at a special general meeting and all business that isconducted at the annual general meeting, except for business conducted under these
Rules as ordinary business of the annual general meeting, is deemed to be special
business.
17 Notice of meeting
17.1 The Secretary of the Association must give each Member (and the auditor of theAssociation, if any) at least 14 days, or if a special resolution has been proposed at least
21 days notice, of a General Meeting in accordance with Rule 17.2.
17.2 A notice of a General Meeting must:
(a) set out the place, date and time for the meeting (and, if the meeting is to be held in
two or more places, the technology that will be used to facilitate the meeting);
(b) state the general nature of the meeting’s business;
(c) if a special resolution is to be proposed at the meeting, specify the intention to
propose the resolution as a special resolution and set out in full the proposed
special resolution; and
(d) contain a statement specifying that:
(i) the Member has a right to appoint a proxy; and
(ii) the proxy must be a Member,.
(e) be published in the Australian Jewish News (or such other Jewish publication
should the Australian Jewish News cease to be published)
17.3 Notice may be sent in accordance with Rule 32, including:
(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.
17.4 No business other than that set out in the notice convening the meeting shall be
conducted at the meeting.
17.5 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.
17.6 The failure or accidental omission to send notice of a General Meeting to, or the nonreceipt
of a notice by, any person entitled to notice does not invalidate the proceedings or
any resolution passed at the meeting.
17.7 Subject to the Act, the Board may at any time prior to the time at which a General
Meeting is to be held, postpone or cancel any General Meeting or change the place of
any General Meeting. Any such postponement, cancellation or change must be
communicated to each Member and each other person to whom notice was given, in any
manner permitted under clause 32.
18 Proceedings at General Meetings
18.1 No business shall be conducted at any General Meeting unless a quorum of Membersentitled under these Rules to vote is present.
18.2 Thirty Members present personally or by proxy (being, or representing, Members entitled
under these Rules to vote at a General Meeting) constitute a quorum for the conduct of
the business of a General Meeting. Each Member present at a General Meeting may
only be counted once toward a quorum.
18.3 If, within half an hour after the notified time for the commencement of a General Meeting,
a quorum is not present:
(a) in the case of a meeting convened by, or at the request of, Members – the meeting
must be dissolved; and
(b) in any other case – the meeting must be 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.
18.4 If at the adjourned meeting a 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 twenty) shall be a quorum.
18.5 The President, or in the President’s absence a Vice-President, shall preside as
Chairperson at each General Meeting of the Association.
18.6 If the President and the Vice-Presidents are both absent from a General Meeting, or are
unable to preside, the Members present must select one of their number to preside as
Chairperson.
18.7 The Chairperson of a General Meeting may, with the consent of a majority of Members
present at the meeting, adjourn the meeting from time to time and place to place.
18.8 No business may be conducted at an adjourned meeting other than the unfinished
business from the meeting that was adjourned.
18.9 If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be
given in accordance with Rule 17.
18.10 Except as provided in Rule 18.9, it is not necessary to give notice of an adjournment or of
the business to be conducted at an adjourned meeting.
18.11 Subject to these Rules and any rights or restrictions imposed on any Member, every
Member who is present at a General Meeting and entitled to vote, has one vote.
18.12 All votes must be given personally or by proxy.
18.13 A resolution of Members must be passed by a majority of the votes cast by Members
entitled to vote on the resolution unless otherwise required under the Act or these Rules.
18.14 In the case of an equality of voting on a question, the Chairperson of the meeting is
entitled to exercise a second or casting vote.
18.15 A Member is not entitled to vote at any General Meeting unless all moneys due and
payable by that Member to the Association have been paid, other than the amount of the
annual subscription payable in respect of the current Financial Year.
18.16 If at a meeting a poll on any question is demanded (where votes are cast in writing) by
not less than 3 Members, it must be taken at that meeting in such manner as the
Chairperson may direct and the resolution on the basis of the poll shall be deemed to be
a resolution of the meeting on that question.
18.17 A poll that is demanded on the election of a Chairperson or on a question of an
adjournment shall be taken immediately and a poll that is demanded on any other
question must be taken at such time before the close of the meeting as the Chairperson
may direct.
18.18 If a question arising at a General Meeting of the Association is determined on a show of
hands:
(a) a declaration by the Chairperson that a resolution has been:
(i) carried; or
(ii) carried unanimously; or
(iii) carried by a particular majority; or
(iv) lost; and
(b) an entry to that effect in the minute book of the Association,
is evidence of the fact, without proof of the number or proportion of the votes recorded in
favour of, or against, that resolution.
18.19 Each Member who is entitled to attend and vote at a General Meeting is entitled to
appoint a person as the Member’s proxy by notice given to the Secretary no later than
24 hours before the time of commencement of the meeting in respect of which the proxy
is appointed.
18.20 The form appointing a proxy must be:
(a) for a meeting of the Association convened under Rule 12.7, in the form set out in
Appendix 2; or
(b) in any other case, in the form set out in Appendix 3; and
(c) signed by the Member.
19 Composition of the Board
19.1 Subject to the Act, the Board Members shall consist of:(a) a President;
(b) two Vice-Presidents;
(c) a Treasurer;
(d) a Secretary;
(e) up to three additional members who do not hold any of the offices referred to in
Rules 19.1(a)to 19.1(d) (inclusive),
each of whom shall be elected at the annual general meeting of the Association in each
year;
(f) the Immediate Past-President; and
(g) up to two additional members appointed by the Board,
provided that total number of Board Members is not less than seven and does not exceed
eleven at any time.
19.2 Subject to the Act, the Board must appoint a Secretary who may (but need not) be a
Board Member elected in accordance with Rule 19.1. If the Secretary is not also a Board
Member the provisions of Rule 26 apply.
19.3 In the event of a casual vacancy on the Board:
(a) if the office of President or Vice-President becomes vacant, the Board may appoint
another Board Member who does not hold either of those offices, to the vacant
office; and
(b) in any other case, the Board 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 next annual general meeting following the date of the
appointment,
and the person appointed may continue in office up to and including the conclusion of the
next annual general meeting following the date of appointment.
19.4 Subject to Rules 19.5 and 26, if the office of Secretary becomes vacant, the Board must
appoint another person to the office of Secretary within 14 days after the vacancy occurs.
19.5 If the Secretary:
(a) is a Board Member elected by Members; and
(b) vacates the office of Secretary,
the Board must appoint another person to the office of Secretary within 14 days after the
vacancy occurs until the next annual general meeting but is eligible for re-election by
Members.
20 Term of office of Board members
20.1 Subject to Rule 20.4 , each Board Member, other than the Immediate Past-President,shall hold office for a term of two years but is eligible for re-election.
20.2 Subject to Rule 20.4, the Immediate Past-President shall hold office for one term of two
years but is eligible for appointment to the Board under Rule 19.1(g).
20.3 No Board Member shall serve more than three terms (six years) unless otherwise
determined by resolution of the Members at a General Meeting.
20.4 At the first annual general meeting following the adoption of these Rules, the Chairperson
shall draw by lot one half of the Board Members referred to in 19.1, provided that the
office of President and Immediate Past-President are excluded from this lot. Those
elected to the offices that are drawn from the lot will hold office for a term of one year
and, at the following annual general meeting, will be eligible for re-election according to
the terms of Rules 20.1, 20.2 and 20.3 . The remaining Board Members referred to in
Rule 19.1, as well as the President and the Immediate Past-President, will hold office for
a term of two years and will be eligible for re-election according to the terms of Rules
20.1, 20.2 and 20.3.
21 Election of Board Members
21.1 Nominations of candidates for election as a Board Member referred to in Rules 19.1(a)to 19.1(e) 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) be delivered to the Secretary not less than 7 days before the date fixed for the
holding of the annual general meeting.
21.2 A candidate may only be nominated for one of the positions referred to in Rules 19.1(a)
to 19.1(e).
21.3 If insufficient nominations are received to fill all vacancies on the Board, the candidates
nominated shall be deemed to be elected and further nominations may be received at the
annual general meeting.
21.4 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.
21.5 If the number of nominations exceeds the number of vacancies to be filed, a ballot must
be held.
21.6 If a ballot is required, the ballot shall be conducted at the annual general meeting in such
manner determined by the Board.
21.7 The office of a Board Member becomes vacant if the person:
(a) resigns from office by written notice to the Board; or
(b) dies; or
(c) is removed from office under Rule 25; or
(d) ceases to be a Member of the Association; or
(e) becomes an insolvent under administration within the meaning of the Interpretation
of Legislation Act 1984; or
(f) becomes a represented person within the meaning of the Guardianship and
Administration Act 1986; or
(g) fails to attend 3 consecutive meetings of the Board without leave of the Board
(whether given before or after that absence) and is removed from office by
resolution of the Board.
(h) in the case of a Secretary who is Board Member, ceases to reside in Australia,
and all Board Members and the Secretary cease to hold office if a statutory manager is
appointed under the Act to conduct the affairs of the Association.
21.8 The Board may appoint a person to be a Board Member at any time to fill a casual
vacancy, but the total number of Board Members must not exceed the maximum number
fixed in accordance with Rule 19.1.
21.9 The person appointed to fill a casual vacancy in accordance with Rule 21.8 will hold
office for the remainder of the term of office of the Board Member whose office has
become vacant and will be eligible for re-appointment or re-election in accordance with
Rule 20.
22 Powers and duties of Board
22.1 Management of the Association(a) The affairs of the Association shall be controlled and managed by, and under the
direction of, the Board.
(b) The Board:
(i) 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 or the
Act to be exercised by General Meetings of the Members of the
Association;
(ii) subject to these Rules, the Act and the Regulations, has power to perform
all such acts and things as appear to the Board to be essential for the
proper management of the business and affairs of the Association; and
(iii) shall perform all other duties imposed from time to time by resolution of
Members at a General Meeting.
22.2 Specific powers
Without limiting the generality of clause 22.1, the Board may exercise all the powers of
the Association to:
(a) borrow money;
(b) grant Security Interests in relation to any of the Association’s property or business
to secure any debt, liability or obligation of the Association or any other person;
(c) guarantee, indemnify or otherwise become liable for the payment of money or the
performance of any obligation by or of any other person; and
(d) pay out of the Association’s funds all expenses of the promotion, formation and
registration of the Association and the vesting in it of the assets acquired by the
Association,
on any terms determined by the Board.
22.3 Duties under the Act
A Board Member must comply with the Act and fulfil any duties prescribed in it.
22.4 Disclosure of interests
A Board Member must disclose to the Board any material personal interest the Board
Member has in a matter relating to the affairs of the Association. The Secretary must
record details of any such disclosures in the minutes of the relevant Board meeting.
22.5 Voting if Board Member has an interest
If a Board Member discloses a material personal interest in a matter being considered at
a Board meeting:
(a) the Board Member may not vote on matters that relate to the interest and may not
be counted towards a quorum;
(b) any transactions that relate to the interest may proceed but the Board Member may
not participate in the execution of any relevant document; and
(c) if disclosure is made before the transaction is entered into:
(i) the Board Member may retain benefits under the transaction; and
(ii) the Association cannot avoid the transaction merely because of the
existence of the interest.
22.6 Obligation of secrecy
Every Board Member and other agent or officer of the Association must:
(a) keep the transactions and affairs of the Association confidential, except:
(i) to the extent necessary to enable the person to perform that person’s
duties to the Association;
(ii) as required by the Board or the Members in general meeting; and
(iii) as required by law; and
(b) if requested by the Board, sign a confidentiality undertaking consistent with this
clause 22.6.
23 Delegation of Board’s powers
23.1 Power to delegateThe Board may delegate any of its powers to:
(a) a subcommittee of its members;
(b) a Board Member;
(c) an employee or adviser of the Association; or
(d) an agent or attorney,
with the exception of this power to delegate or any duty imposed on the Board by the Act
or any other law.
23.2 Terms of delegation
A delegation of powers under clause 23.1 may be made:
(a) for a specified period or without specifying a period; and
(b) on the terms (including the power to delegate further) and subject to any
restrictions that the Board determines.
A document of delegation may contain provisions for the protection and convenience of
those who deal with the delegate that the Board thinks appropriate.
23.3 Delegate to comply with directions
A delegate under clause 23.1 must exercise its powers subject to any direction from the
Board.
23.4 Board may revoke delegation
The Board may revoke a delegation of its powers at any time.
24 Proceedings of Board
24.1 The Board must meet at least four times in each year at the dates, times and places asthe Board may determine.
24.2 Special meetings of the Board may be convened by the President or by any three Board
Members.
24.3 Written notice of each Board meeting must be given to each Board Member at least
seven business days before the date of the meeting.
24.4 Written notice must be given to Board Members of any special meeting specifying the
general nature of the business to be conducted and no other business shall be
conducted at such a meeting.
24.5 75% of Board Members constitutes a quorum for the conduct of the business of a
meeting of the Board.
24.6 No business shall be conducted unless a quorum is present.
24.7 If within half an hour of the time appointed for the meeting a quorum is not present:
(a) in the case of a special meeting – the meeting lapses;
(b) in any other case – the meeting shall stand adjourned to the same place and at the
same time and day in the following week.
24.8 At meetings of the Board:
(a) the President or, in the President's absence, a Vice-President presides; or
(b) if the President and the Vice-Presidents are all absent, or are unable to preside,
the Board Members present must choose one of their number to preside.
24.9 Questions arising at a meeting of the Board, or of any meeting of any sub-committee
appointed by the Board, shall be decided by a majority of votes.
24.10 Each Board Member present at a meeting of the Board, or at a meeting of any
sub- committee appointed by the Board (including the person presiding at the meeting),
is entitled to one vote and, in the event of an equality of votes on any question, the
President will have a second or casting vote.
25 Removal of Board Member
25.1 The Association in General Meeting may, by special resolution:(a) remove a Board Member before the expiration of that member's term of office; and
(b) appoint another person in that Board Member’s place to hold office until the
expiration of the term of the Board Member removed.
25.2 A Board Member who is the subject of a proposed resolution referred to in Rule 25.1 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.
25.3 The Secretary or the President may give a copy of the representations to each Member
of the Association or, if they are not given, the Board Member may require that they be
read out at the meeting.
26 Secretary
26.1 AppointmentIf a Secretary has not been elected by Members in accordance with Rule 19, the Board
must appoint a Secretary. The appointment pursuant to this Rule may be made for a
specified period or without specifying a period and the Board may remove the Secretary
from office at any time.
26.2 Terms
The appointment of a Secretary pursuant to this Rule will be on the terms that the Board
determines.
26.3 Duties under the Act and Rules
The Secretary must perform the duties and functions required under the Act and these
Rules.
26.4 Cessation of appointment
A person appointed pursuant to Rule 26.1 automatically ceases to be a Secretary if:
(a) the person is not permitted by the Act to be a Secretary;
(b) becomes an insolvent under administration within the meaning of the Interpretation
of Legislation Act 1984; or
(c) becomes a represented person within the meaning of the Guardianship and
Administration Act 1986; or
(d) the person resigns by written notice to the Board; or
(e) the person is removed from office under Rule 26.1; or
(f) the term for which the person was appointed expires.
27 Minutes of meetings
(a) The Secretary must prepare and keep accurate minutes of:(i) each General Meeting of Members and each Board meeting;
(ii) the names of persons present at each Board meeting;
(iii) any resolutions passed by Members at any General Meeting and any
resolutions passed by members of the Board;
(iv) any disclosures or notices of interests; and
(v) any other matters for which the Act requires minutes to be kept.
(b) In accordance with and subject to the Act, the Association must ensure that the
minutes of General Meetings of Members (including accounting records and
financial statements) are available for inspection by Members without charge
unless otherwise permitted under the Act.
(c) A Member entitled to have access to minutes of General Meetings (including
accounting records and financial statements) may ask the Association, in writing,
for a copy of any minutes of General Meeting (including accounting records and
financial statements).
(d) A Member is not entitled to have access to, or to obtain copies of, any minutes of
Board meetings unless otherwise determined by the Board either generally or in
any particular case or unless otherwise required under the Act.
28 Funds
28.1 The Secretary 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.
28.2 The funds of the Association shall be derived from entrance fees, annual subscriptions,
donations, fundraising activities, interest, grants and such other sources approved by the
Board.
29 Cheques
All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments
shall be signed by two members of the Board.
30 Execution of documents
30.1 A contract or other document will be binding on the Association if the contract ordocument is signed by two Board Members.
30.2 The Association may, by deed signed by two Board Members, empower a person, either
generally or in respect of a specified matter or matters, to act as its agent or attorney to
execute deeds on its behalf.
30.3 A deed signed by such an agent or attorney on behalf of the Association binds the
Association and has effect as if it were executed as provided under Rule 30.1.
30.4 The authority of such an agent or attorney, as between the Association and a person
dealing with the agent or attorney, continues
(a) during the period specified in the instrument conferring the authority; or
(b) if no period is specified, until written notice of the revocation or termination of the
authority of the agent or attorney has been given to the person dealing with the
agent or attorney.
31 Financial statements
31.1 ObligationsThe Association must keep written financial records in accordance with the Act and
prepare any statements required by the Act.
31.2 Review or audit
The Board must, if required under the Act, appoint an independent person to review the
financial statements of the Association or appoint an auditor in accordance with the Act.
32 Notices
32.1 MethodA notice is properly given by the Association to a person if it is:
(a) in writing signed on behalf of the Association (by original or printed signature); and
(b) either:
(i) delivered personally;
(ii) sent by post to that person’s registered address or an alternative address
nominated by that person; or
(iii) sent electronically or by fax to an electronic address or fax number
nominated by that person.
32.2 Receipt
A notice given in accordance with clause 32.1 is taken as having been given and
received:
(a) if hand delivered, on delivery;
(b) if sent by prepaid post:
(i) within Australia, on the second business day after the date of posting;
(ii) to or from a place outside Australia, on the seventh business day after the
date of posting;
(c) if transmitted by e-mail, on transmission; or
(d) if transmitted by facsimile, at the time recorded on the transmission report
indicating successful transmission of the entire notice,
but if the delivery or transmission is not on a business day or is after 5.00pm (recipient’s
time) on a business day, the notice is taken to be received at 9.00am (recipient’s time) on
the next business day.
32.3 Evidence of service
A certificate in writing signed by a Board Member or, if the Secretary is not a Board
Member, the Secretary, that a notice was sent is conclusive evidence of service.
33 Winding up and cancellation
33.1 On the winding up or cancellation of the Association, any surplus assets or propertyremaining, after satisfaction of all its debts and liabilities, will not be paid to or distributed
among the Members but will be given or transferred to some other institution or
institutions having objects or purposes similar to the purposes of the Association and
whose constituent documents prohibit the distribution of its or their income, assets and
property among its or their members, and which is exempt from income tax under the
provisions of the Tax Act.
34 Custody and inspection of books and records
34.1 Except as otherwise provided in these Rules, the Secretary must keep custody and
control of all books, documents and securities of the Association.
34.2 Except as otherwise provided in these Rules and the Act all financial records, books,
securities and any other Relevant Documents of the Association must be available for
inspection free of charge to any Member on request.
34.3 A Member may make a copy of any accounts, books, securities and any other Relevant
Documents of the Association.
35 Indemnity and insurance
35.1 Indemnity and insuranceSubject to and to the maximum extent permitted under the Act, the Association:
(a) indemnifies each of its office holders; and
(b) may enter into and pay premiums on a contract insuring any of its office holders,
against any liability incurred by an office holder in that capacity, including any legal costs
incurred in defending an action for such a liability.
35.2 Survival of indemnity
The indemnity in clause 35.1 will continue notwithstanding that an office holder ceases to
be an office holder of the Association.
35.3 Indemnity and insurance subject to law
For the avoidance of doubt:
(a) the indemnity in clause 35.1 does not apply so as to indemnify an officer from any
liability for which the Association is prohibited from indemnifying the office holder
under the Act; and
(b) the Association may not insure an office holder against any liability for which the
Association is prohibited from indemnifying the office holder under the Act.
APPENDIX 1
APPLICATION FOR MEMBERSHIP OF NATIONAL COUNCIL OF JEWISH WOMEN OFAUSTRALIA (VICTORIA) INCORPORATED
(name and occupation of applicant)
of................................................................................................................................
(address)
...................................................................................desire to become a Member of
...................................................................................................................................
(name of the Association)
In the event of my admission as a Member, I agree to be bound by the Rules of the Association
for the time being in force.
.....................................................................
Signature of the Applicant
Date.............................................................
Arnold Bloch Leibler Rules of The National Council of Jewish Women of Australia (Victoria) Incorporated Page 2
Ref: 01-1788160
APPENDIX 2
PROXY FORM FOR MEETING OF ASSOCIATION CONVENED UNDER RULE 12.7
I..........................................................................................................................................of.........................................................................................................................................
being a member of................................................................................................................
(National Council of Jewish Women of Australia (Victoria) Incorporated)
appoint..........................................................................................................…….............…
of..........................................................................................................................................
being a member of that Incorporated Association, as my proxy to vote for me on my behalf at the
appeal to the General Meeting of the Association convened under Rule 12.7 to be held at
on the ....................................day of ..........................................and at any adjournment of that
meeting.
I authorise my proxy to vote on my behalf at their discretion in respect of the following resolution:
(insert details of resolution passed under Rule 12.7).
Signed ..........................................................
Date ........................................................….
Arnold Bloch Leibler Rules of The National Council of Jewish Women of Australia (Victoria) Incorporated Page 3
Ref: 01-1788160
APPENDIX 3
PROXY FORM
I/Weof
being a member of the Association and being entitled to vote
Appoint
of
or failing such person the Chairperson of the meeting as my/our proxy to vote for and on my/our
behalf at the General Meeting of Members of the Association to be held at
on at am/pm and at any adjournment of that
meeting and I/we direct my/our proxy to vote as follows in respect of the following resolution/s -
Business For Against Abstain*
* If you mark the abstain box for a particular item, you are directing your proxy not to vote on a show of hands or a poll and
your vote will not be counted in computing the required majority on a particular item.
PLEASE SIGN BELOW
Contact Name (print below)
Contact Telephone No:
Date
/ /
PROXY NOTES
1 Members of the Association are entitled to attend and vote at this Meeting and may appoint aproxy to attend this Meeting and vote in that Member's stead.
2 A proxy may must be another Member of the Association.
3 A proxy must be under the hand of the individual or his or her attorney duly authorised in writing.
4 Any Member may, by power of attorney, appoint an attorney to act on his or her behalf and such
power of attorney or certified copy thereof must be produced to the Association as provided in
paragraph 5.
5 This proxy form (and any power of attorney or other authority under which it is signed) must be
received at the registered address or other address given on the notice of the meeting no later
than 24 hours before the commencement of the meeting. Any proxy form received after that time
will not be valid for the scheduled meeting.
© Copyright Arnold Bloch Leibler
ABL/3238087v2
Arnold Bloch Leibler Rules of National Council of Jewish Women of Australia (Victoria) Incorporated
Ref: 01-1788160