HUMANIST SOCIETY OF VICTORIA Inc.
RULES adopted by Annual General Meeting of 26 November 2020
The name of the incorporated Association is Humanist Society of Victoria Incorporated. The Association may also operate under the name, Humanists Victoria.
|The purposes of the Association are as follows.
(1) To help create a civil society in which people can lead an ethical and fulfilling life, relying co-operatively on reason, ingenuity, compassion and creativity, free from supernatural beliefs. This philosophical approach to life respects the dignity of every individual and is called Humanism.
(2) To work on behalf of non-religious people in Victoria who seek to lead an ethical life.
(3) To support the human rights and civil liberties of individuals and groups, especially those experiencing discrimination.
(4) To promote secular education as a means of helping peoples of different beliefs to live harmoniously together.
|The financial year of the Association shall begin on the first day of October.
|POWERS OF ASSOCIATION
Subject to the Victorian Associations Incorporation Reform Act 2012 (hereinafter, the Act), the Association has power to do all things incidental or conducive to achieving its purposes.
|Subject to these rules, the regulations and the Act, the Committee shall control and manage the business and affairs of the Association.
|No profit or income shall be distributed among members, in any form, whether by cash, property or otherwise, except as bona fide remuneration ̶ (a) for expenses incurred with the proper approval of the Association, or (b) for services rendered to the Association in a professional capacity.
(1) A natural person who subscribes to the purposes of the Association and agrees to comply with these rules is eligible to be a member of the Association.
(2) Application for membership shall be made in written form as prescribed from time to time by the Committee and shall be lodged with the Secretary of the Association together with payment of the annual subscription payable under these rules.
(3) As soon as is practicable after receipt of the application the Secretary shall refer the application to the Committee.
(4) Upon the Committee approving the applicant as a member of the Association, the person’s name and the date of application shall be entered in the register of members, and the person informed of that acceptance.
(5) If the Committee rejects the application, it must return any money accompanying the application to the applicant.
(6) The Association shall keep and maintain a register of members in which shall be entered the full name, residential address and date of entry of each member.
|(1) The membership subscription issued under rule 7(4) shall be due in full each year on the anniversary of the initial application.
(2) The membership subscription issued prior to 28 November 2019, with the term of the financial year, shall be due in full each year on the first day of October.
|The amounts of the annual subscription shall be determined by the members in annual general meeting as prescribed in these rules.
|There shall be different classes of members, each class to have its own annual membership subscription:
(b) Couple residing together (each entitled to vote);
(c) Pensioner or full-time student;
(d) Other classes as may be determined from time to time by the Committee.
|A member who has paid all moneys due and payable to the Association has the following rights:
(a) to submit items for consideration at a general meeting;
(b) to receive notice of general meetings;
(c) to vote at general meetings;
(d) to have access to minutes of general meetings;
(e) to inspect the register of members, but without access to their telephone numbers and electronic mail addresses;
(f) to stand for election to Committee, subject to rule 35.
|(1) A member of the Association who has paid all moneys due and payable to the Association may resign from the Association by giving notice in writing to the Secretary, who shall cause to be made an entry in the register of members showing that the person has ceased to be a member.
(2) The rights of a member may be suspended until such time as moneys due and payable by that person to the Association have been paid in full.
(3) The Committee may terminate the membership of any person if the annual subscription renewal due from that person has not been paid six months after the due date.
(4) The rights of a member are not transferable and end when membership ceases.
(5) Membership ceases on the resignation, termination, expulsion or death of the person.
(1) Subject to these rules, the Committee may resolve to expel a member from the Association if the Committee is of the opinion that the member has wilfully refused to comply with these rules or has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.
(2) Where the Committee passes a resolution under sub-clause (1) the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing –
(a) setting out the resolution of the Committee and the grounds on which it is based; and
(b) stating that the member may, within seven days of receipt of the notice terminating membership, lodge with the Secretary a notice to the effect that he or she wishes to appeal to the members of the Association in a general meeting, against the Committee’s resolution.
(3) Where the Secretary receives such a notice from a person whose membership has been terminated, the Secretary shall notify the Committee, and the Committee shall convene a general meeting of the Association, to be held within twenty-one days after the date on which the Secretary received the notice.
(4) At a general meeting of the Association convened under subrule (3) –
(a) no business other than the question of the appeal shall be transacted; and
(b) the Committee must place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; and
(c) the member shall be given an opportunity to be heard; and
(d) those present who have been members of the Association for at least six months shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked; and
(e) if two-thirds of the members present vote in favour of the confirmation of the resolution, the resolution is confirmed; and
(f) in any other case, the resolution is revoked.
(1) The grievance procedure set out in this rule applies to disputes under these rules between –
(a) a member and another member; or
(b) a member and the Association.
(2) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within fourteen days after the dispute comes to the attention of all of the parties.
(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 ten days, hold a meeting in the presence of a mediator.
(4) The mediator must be –
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement,
(i) in the case of a dispute between a member and another member, a person appointed by the committee of the Association; or
(ii) in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
(5) A member of the Association may be a mediator.
(6) The mediator must not be a member who is a party to the dispute.
(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
(8) The mediator, in conducting the mediation, must –
(a) give the parties to the mediation process every opportunity to be heard; and
(b) allow due consideration by all parties of any written statement submitted by any party; and
(c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
(9) The mediator must not determine the dispute.
(10) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
|ANNUAL GENERAL MEETING
(1) The Committee shall convene an annual general meeting of the members in November of each calendar year, on such day as the Committee determines.
(2) The annual general meeting shall be specified as such in the notice convening it.
(3) The ordinary business of the annual general meeting shall be as follows.
(a) To receive from the Committee reports upon the transactions of the Association during the last preceding financial year.
(b) To receive and consider the statement submitted by the Association in accordance with Part 7 of the Act. This statement is to contain the following particulars:
(i) the income and expenditure of the Association during its last financial year;
(ii) the assets and liabilities of the Association at the end of its last financial year;
(iii) the mortgages, charges and securities of any description affecting any of the property of the Association at the end of its last financial year. (iv) a declaration as to solvency.
(c) To elect the officers of the Association and the ordinary members of the Committee.
(d) To consider the appointment of an auditor of the financial accounts of the Association.
(e) To receive and accept or reject any recommendation from the Committee varying the amounts of the annual subscription.
(f) To consider, at the discretion of the chairperson, other matters raised at the general meeting.
(4) The annual general meeting may conduct special business of which notice is given in writing to the Secretary not later than twenty-eight days before the date set for the annual general meeting.
(5) The minutes of each annual general meeting must include –
(a) the names of the attending members; and
(b) proxy forms given to the chairperson under rule 17(7)(b); and
(c) financial statements submitted in accordance with subrule (3)(b); and
(d) certificate, signed by two members of the outgoing Committee, that the financial statements are a true and fair representation of the financial position and performance of the Association; and
(e) any auditor’s report that may be required under the Act.
(6) The annual general meeting shall be in addition to any other general meetings that may be held in the same year.
|SPECIAL GENERAL MEETING
(1) The Committee may, whenever it thinks fit, convene a special general meeting of the Association. (2) No business other than that set out in the notice convening the meeting shall be transacted at the meeting.
(3) On the requisition in writing of not fewer than twenty-five members or one-sixth of the membership, whichever is the less, the Committee shall convene a special general meeting of the Association.
(4) The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.
(5) If the Committee does not cause a special general meeting to be held within six weeks after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months after that date.
(6) A special general meeting convened by members in pursuance of these rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee, and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expense.
NOTICES ON MEMBERS
(1) Subject to subrules (2), (3) and (4), the Secretary of the Association shall cause a notice of general meeting to be sent by prepaid post to each member of the Association at his or her address appearing in the register of members, stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting. Any proposed special resolution must be declared and stated in full.
(2) If a special resolution is to be proposed at the meeting, the period of notice must be at least twenty-one days.
(3) In the case of a disciplinary appeal meeting, the required period of notice is specified in clause 13(3).
(4) In any other case of a general meeting, the period of notice must be at least fourteen days.
(5) A member desiring to bring any business before a meeting, other than a disciplinary appeal meeting, may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice.
(6) The notice of general meeting other than a disciplinary appeal meeting shall state that a member may appoint another member as his proxy.
(7) The notice appointing the proxy shall be –
(a) in the form approved and made available to members by the Association; and
(b) signed by the member and received by the Secretary no later than twenty-four hours before the time of the meeting in respect of which the proxy is appointed.
|QUORUM AT GENERAL MEETING
(1) A member not physically present may be permitted to participate in a general meeting by the use of technology that allows all the participants clearly and instantly to communicate with each other. (2) A member who votes when permitted to participate under subrule (1) is taken to have voted in person.
|(1) The quorum at any general meeting shall be fifteen members (being members entitled under these rules to vote at a general meeting), or one-sixth of the membership, whichever is the less.
(2) No item of business meeting shall be transacted unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item.
(3) If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting shall be adjourned to the same day in the next week at the same time and the same or similar place, and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than ten) shall be a quorum.
|ADJOURNMENT OF MEETING
(1) The chairperson of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2) Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.
(3) Except as provided in subrules (1) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
|VOTING AT GENERAL MEETINGS
(1) Upon any question arising at a general meeting of the Association, a member who is entitled to vote under these rules has one vote only.
(2) All votes shall be given personally or by proxy, except in the case of a disciplinary appeal meeting, where proxies are not permitted.
(3) 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.
|A special resolution is passed if at least three-quarters of the members in attendance vote in person or by proxy in favour of the resolution.
|Subject to rule 24, a declaration by the chairperson, that a resolution has, on a show of hands, been carried, or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the minutes of the meeting are evidence of the fact, without proof of the number or proportion of votes recorded in favour of, or against, that resolution.
|(1) If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such manner as the chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
(2) A poll that is demanded on the election of a chairperson or on a question of an adjournment shall be taken forthwith, and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the chairperson may direct.
|The Committee must ensure that minutes are taken and kept of each general meeting.
|POWERS OF COMMITTEE
(1) A Committee of Management (the Committee) composed as prescribed in rules 27 and 28 shall manage the affairs of the Association.
(2) Subject to these rules, the regulations and the Act, the Committee may do all things conducive to achieving the purposes of the Association, other than exercising those powers and functions that are required by these rules to be exercised by general meetings of the members of the Association.
(3) The Committee may appoint and remove staff.
(4) The Committee may establish branches of the Association or other subsidiary bodies, and may make rules for the conduct of these branches or other subsidiary bodies.
|COMMITTEE OF MANAGEMENT
The officers of the Association shall be as follows:
(a) a President;
(b) a Vice-President;
(c) a Treasurer;
(d) a Secretary.
|The Committee shall consist of –
(a) the officers of the Association; and
(b) five ordinary members each of whom shall be elected at the annual general meeting of the Association in each year; and
(c) up to two co-opted members appointed by resolution of the Committee.
|Subject to these rules and the Act, the Committee may delegate to a Committee member, subcommittee or staff such functions as it sees fit. Such delegation shall be duly minuted.
|The Committee is collectively responsible for ensuring that the Association complies with the Act and that its individual members comply with these rules.
|PRESIDENT & VICE-PRESIDENT
(1) The President or, in his or her absence, the Vice-President or, in the absence of the Vice-President, another member of Committee agreed upon by the Committee, shall preside as chairperson at each general meeting of the Association.
(2) If the President and the Vice-President are absent from a general meeting, and the Committee has not nominated one of their number to act as chairperson, then the members present shall elect one of their number to preside as chairperson at the meeting.
The Secretary of the Association must perform any function that the Act requires to be performed by the secretary of an incorporated association, and any other function imposed by these rules, including maintaining the register of members in accordance with clause 7(6).
|(1) The Secretary of the Association or a Minute Secretary chosen by the Committee shall keep minutes of the resolutions and proceedings of each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present at committee meetings.
(2) Except as provided in rule 34, the Secretary shall keep in custody or under control all books, documents and securities of the Association.
(3) The common seal of the Association shall be kept in the custody of the Secretary.
The Treasurer of the Association –
(a) shall collect and receive all moneys due to the Association and make all payments authorised by the Association; and
(b) shall 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, in accordance with the Act; and
(c) shall ensure that at least one other committee member has access to the financial accounts of the Association; and
(d) shall coordinate the annual financial statements of the Association for certification by the Committee and submission to the annual general meeting.
|ELECTION OF COMMITTEE
(1) To be eligible for nomination, a person must have been a member of the Association for at least the preceding six months. This period shall be at least four months if the member has recently been a member of an organisation in another State of Australia, or in another country, that held similar aims and purposes.
(2) A member nominating for treasurer may be required to satisfy certain conditions of probity established by Committee.
|Nominations of candidates for election as officers of the Association or as ordinary members of the Committee –
(a) shall be 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) shall be delivered to the Secretary of the Association not less than fourteen days before the date fixed for the holding of the annual general meeting.
|Separate elections must be held for each of the offices defined by rule 27 and for the ordinary positions on Committee.
|(1) If insufficient nominations are received to fill all positions on the Committee, the persons nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
(2) If the number of nominations received is equal to the number of positions to be filled, the persons nominated shall be deemed to be elected.
(3) If the number of nominations exceeds the number of positions to be filled, a ballot shall be held.
(4) The ballot for the election of officers and ordinary members of the Committee shall be conducted at the annual general meeting as a secret ballot. The candidates shall be ranked according to the number of primary votes received, and the positions filled by those candidates with the largest number of primary votes.
(5) A candidate elected to one position on the Committee is not eligible to be a candidate for another position on the Committee. If a candidate has been nominated to more than one position and is elected to one position, then all other nominations for that candidate for positions on the Committee for that year shall be invalid.
|Each member of the Committee shall, subject to these rules, hold office until the conclusion of the annual general meeting next after the date of the member’s election or co-option but be eligible for re-election.
(1) For the purposes of these rules, the position of a member of the Committee becomes vacant if the member –
(a) resigns from the Committee by notice in writing given to the Secretary; or
(b) ceases to be a member of the Association; or
(c) is absent from three consecutive meetings of the Committee without due cause or apology; or
(d) is removed from office by special resolution of a general meeting; or (e) becomes insolvent under administration.
(2) In the event of a casual vacancy occurring in the position of any member of the Committee, the Committee may appoint an eligible member of the Association to fill the vacancy, and the member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of his or her appointment.
(3) Subject to rule 43(2), the Committee may act despite any vacancy in its membership.
(1) The Committee shall meet at least three times in each year at such place and such times as the Committee may determine.
(2) Special meetings of the Committee may be convened by the President or by any four members of the Committee.
(3) Written notice of each committee meeting shall be served on every member of the Committee by delivering it to the member at a reasonable time before the meeting or by sending it by prepaid post addressed to the member at the usual or last-known place of abode at least five business days before the date of the meeting. The notice must state the date, time and place of the meeting.
(4) Notice shall be given to all members of the Committee of any special committee meeting, specifying the general nature of the business to be transacted, and no other business shall be transacted at such a meeting.
(5) If a question needs to be decided urgently, a series of consultations may be held, without notice being given in accordance with subrules (3) and (4), in which Committee members communicate using telephone or internet means.
(6) Any resolution made at the consultation must be passed by an absolute majority of the Committee and ratified at the next formal meeting of Committee.
|(1) A Committee member not physically present may participate in a Committee meeting by the use of technology that allows all the participants clearly and instantly to communicate with each other. (2) A Committee member who votes when participating under subrule (1) is taken to have voted in person.
|(1) At meetings of the Committee – (a) the President or in his or her absence the Vice-President shall preside; or (b) if the President and the Vice-President are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside.
(2) Any four members of the Committee constitute a quorum for the transaction of business of a meeting of the Committee.
(3) No business shall be transacted unless a quorum is present and if within half an hour after the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same or similar place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.
(4) Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such a manner as the person presiding at the meeting may determine.
(5) Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee (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 person presiding may exercise a second or casting vote.
(6) Voting by proxy is not permitted at a meeting of Committee.
|(1) A committee member with a material personal interest in a matter being considered must disclose the nature and extent of that interest to the Committee.
(2) The member must leave the meeting while the matter is being considered and must not vote on the matter.
(3) This rule does not apply if the interest is common to other members of the Association or exists only because the member is a person for whose benefit the Association is established.
|The Committee must ensure that minutes are taken and kept of each committee meeting in books provided for that purpose, together with a record of all resolutions, the names of members present and any material personal interest disclosed under rule 44.
|The Committee may grant a committee member prospective leave of absence from committee meetings for a period not exceeding three months.
(1) The funds of the Association shall be derived from entrance fees to meetings of the Association, annual subscriptions, donations and such other sources as the Committee determines.
(2) The Association shall maintain a deposit account with a financial institution. The Committee may authorise the establishment of more than one such account.
|(1) All expenditure on behalf of the Association must be authorised by the Committee.
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two authorised members of the Committee of Management. The authorised members shall be the President, the Treasurer, the Secretary and up to two other members of the Committee authorised by resolution of the Committee. One of the signatories shall be the President, the Treasurer or the Secretary.
The common seal shall not be affixed to any instrument except by the authority of the Committee, and the affixing of the common seal shall be attested by the signatures of two members of the Committee.
|(1) A notice may be served by or on behalf of the Association upon any member either personally or by electronic mail or by sending it by prepaid post to the member’s address shown in the register of members.
(2) Where a document is properly addressed, prepaid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.
|(1) Copies of these rules shall be available to members and applicants for membership on request and free of charge.
(2) The minutes of general meetings, the register of members, the minutes of committee meetings and the accounts and books referred to in rule 34(b) shall be available for inspection by members free of charge.
(3) The Committee may refuse a request to inspect records of the Association that relate to confidential matters likely to be prejudicial to the interests of the Association.
|WINDING UP AND
DISPOSAL OF ASSETS
(1) The Association may be wound up voluntarily by special resolution.
(2) On dissolution and subject to the Act, the amount which remains after such dissolution and the satisfaction of all debts and liabilities shall be paid and applied by the Association to a corporate body that has similar purposes, is exempt from income tax, and has rules prohibiting the distribution of its assets and income to its members.
(3) The body to which the surplus assets are to be given must be determined by special resolution.
|ALTERATION OF RULES
(1) These rules of the Association may only be altered at a general meeting of the Association, provided that twenty-one days’ notice of all proposed amendments is forwarded to all members of the Association.
(2) At the general meeting, a motion to alter these rules must be decided by special resolution.
|END OF RULES