ADOPTED - NOV 2016
VICTORIAN SERRATED TUSSOCK WORKING PARTY INC
BY - LAWS
(1) The name of the Incorporated Association is the “Victorian Serrated Tussock Working Party Incorporated”, (in these By - Laws called “the Association”).
(2) The Association is a financial Member Group of the Farm Tree & Landcare Association Incorporated and is afforded the protection of incorporation and insurance in accordance with FTLA Rule 6.
(FTLA Rule 6.3. A Member Group that has paid the annual subscription including insurance cover shall be considered a financial member and shall be afforded the protection of incorporation and insurance).
(a) To facilitate and encourage management of serrated tussock in Victoria.
(b) To be responsible for the development and implementation of detailed action strategies and to provide oversight for on-ground program delivery (including local government).
(c) To develop any specific policies (and seek DEDJTR endorsement) that relate to the implementation of the Victorian Serrated Tussock Strategy.
(d) Submit/support & review funding allocations and submissions for Federal and State initiatives, partnership business and other programs that impact on the implementation of the Victorian Serrated Tussock Strategy.
(e) To develop and negotiate service delivery outcomes and budget allocations with the DEDJTR/Catchment Management Authorities for service delivery of the particular programs which effect or impact upon serrated tussock control activities.
(f) Seek advice from and provide direction to Government on resource management objectives, targets, activities, priorities and budgets to ensure working party objectives are reflected within their respective Business Plans.
(g) Establish technical and advisory groups to assist the VSTWP.
(h) Provide information to the wider community from relevant stakeholder groups regarding their particular program.
(i) Report on achievements of objectives and targets annually by 1 November each year (annual progress report).
(j) To do all such things as are incidental or conducive to the attainment of these purposes and to exercise the powers of the VSTWP.
(1) In these By - Laws, unless the contrary intention appears:-
“Act” means the Associations Incorporation Reform Act 2012.
“Committee” means the Committee of Management of the Association.
“Financial Year” means the year ending on June 30th
2 “General Meeting” means a general meeting of members convened in accordance with By - Laws 10 and 11.
“Member” means a member of the Association.
“Objects” mean the objects contained in the By - Laws of the Association.
“Officer” means a member of the Committee who is not an ordinary member of the Association under By- Law 21.
“Ordinary Member of the Committee” means a member of the Committee who is not an Officer of the Association under By - Law 25.
“Secretary” means a member of the Committee appointed as the Executive Officer by the Department of Economic Development, Jobs, Transport and Resources (DEDJTR).
“The Regulations” means the regulations under the Act.
(2) In these Rules, a reference to the Secretary of the Association is a reference to the person:
(a) holding the office of Secretary of the Association under these By – Laws.
(3) Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Act.
4. NOT FOR PROFIT
(1) The assets and the income 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 the members of the Association, except as bonafide remuneration for services rendered or expenses incurred on behalf of the Association.
(1) An application of a person for membership of the Association must:-
(i) be made in writing; and
(ii) be lodged with the Secretary of the Association.
(2) As soon as practical after the receipt of a nomination for membership of the Association, the Secretary shall refer the application to the Committee.
(3) Upon an application being referred to the Committee, the Committee shall determine whether toapprove or to reject the application.
(4) If the Committee approves an application for membership, the Secretary must, as soon as practicable;
(a) notify the applicant in writing that he/she is approved for membership of the Association.
(5) and, upon the name being so entered; the applicant becomes a member of the Association.
(6) If the Committee rejects an application, the Secretary must, as soon as practicable, notify the applicant in writing that the application has been rejected.
6. REGISTER OF MEMBERS
(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 members name was entered in the register.
(2) Subject to Section 59 of the Act, the Association must permit a member at any reasonable time to inspect the register of members of the Association.
(3) A member, if permitted to inspect the register, may make a copy of entries in the register at the members own expense.
7. CEASING MEMBERSHIP
(1) A member of the Association may resign from the Association by giving (1) one month’s notice in writing to the Secretary of his/her intention to resign.
(2) After the expiry of the period referred to in sub-clause (1).
(a) the member ceases to be a member; and
(b) the Secretary must record in the register of members the date on which the member ceased to be a member.
8. DISCIPLINE SUSPENSION & EXPULSION OF MEMBERS
(1) Subject to these By - Laws, if the Committee is of the opinion that a member has refused or neglected to comply with these By - Laws or has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association, the Committee may, by resolution refer the member’s conduct to an unbiased decision-maker who may decide to:-
(a) Suspend the membership of a member of the Association for a specified period; or
(b) Recommend to the Association that the member be expelled from the Association.
(2) A decision by an unbiased decision-maker under sub-clause (1) does not take effect unless:-
(a) The Secretary has given the member a written notice stating the nature and grounds for any complaint against the member’s conduct at least 14 days and not more than 28 days before thedecision-maker is to consider the matter;
(b) The decision-maker has given the member the opportunity to be heard in relation to the matter;
(c) The committee confirms that decision;
(d) If the member exercises a right of appeal to the Association under this rule, the Association confirms the decision in accordance with this rule. When giving a notice to a member under subclause
(2 a) the Secretary must inform the member of his or her right of appeal under sub-clause
(4) to a general meeting of the Association against any decision under sub-clause 9.2.
(3) If the Committee confirms the decision of the decision-maker under sub-clause (2), the member may, not later than 48 hours after being informed of that confirmation, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.
(4) If the Secretary receives a notice under sub-clause (4), he or she must notify the Committee and the Committee must convene a meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.
(5) At a meeting of the Association convened under sub-clause (5):-
(a) no business other than the question of appeal may be conducted; and
(b) the Committee 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 his or her 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.
(6) If at a meeting convened under sub-clause (5):-
(a) no less than two-thirds (2/3) of the members voting in person are in favour of the confirmation of the resolution, the resolution is confirmed; and
(b) in any other case, the resolution is revoked.
9. DISPUTES AND MEDIATION
(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 (14) days after the dispute comes to the attention of all 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 twenty-one (21) days, hold a meeting in the presence of 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 can be a mediator.
(6) The mediator cannot be a member who is 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:
(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 dispute must be referred to and determined by an unbiased decision-maker appointed by the Association.
(11) The person to make the decision must determine the procedure to be followed in making the decision.
(12) Each party involved in the dispute must be given the opportunity to be heard on the matter which is the subject of the dispute before any decision can be made on the dispute.
(13) A member may appoint any person to act on behalf of the member in the grievance procedure.
(14) The decision by the person appointed by the Association to make the decision will be binding on each party.
10. ANNUAL GENERAL MEETING
(1) The Association shall in each calendar year convene an annual general meeting of its members on such days and at such times and locations as the Committee determines.
(2) The annual general meeting shall be specified as such in its convening notice.
(3) The ordinary business of the annual general meeting shall be:
(a) to confirm the minutes of the previous annual general meeting; and
(b) to receive from the Committee reports upon the activities of the Association during the last preceding financial year; and
(c) to elect officers of the Association and the ordinary members of the Committee; and
(d) to receive and consider the financial statements and accompanying Documents submitted by the Committee in accordance with section 30(3) of the Act.
(4) The annual general meeting may transact any special business of which notice is given in accordance with these Rules.
11. QUORUM – ANNUAL GENERAL MEETINGS
(1) No item of business may be conducted at an Annual General Meeting unless a quorum of members entitled under these Rules to vote is present at the time when the meeting is considering that item.
(2) Five members personally present (being members entitled under these Rules to vote at an Annual General Meeting), constitute a quorum for the conduct of business at the Annual General Meeting.
(3) If, within half an hour after the appointed time for the commencement of an Annual General Meeting, a quorum is not present the meeting shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting id adjourned at the same place.
12. SPECIAL GENERAL MEETINGS
In addition to the annual general meeting, any other general meeting may be held in the same year.
(1) All general meetings other than the annual general meeting are special general meetings.
(2) The Committee may, whenever it thinks fit, convene a special general meeting of the Association.
(3) If, but for this sub-clause, more than 15 months would elapse between annual general meetings, the Committee must convene a special general meeting before the expiration of that period.
(4) The Committee must, on the request in writing of members representing not less than 5 per cent of the total number of members, convene a special general meeting of the Association.
(5) The request for a special general meeting must:-
(a) state the objects of the meeting; and
(b) be signed by the members requesting the meeting; and
(c) be sent to the address of the Secretary.
(7) If the Committee does not cause a special general meeting to be held within one month after the date on which the request is sent to the address of the Secretary, the members making the request, or any of them, may convene a special general meeting to be held not later than 3 months after that date.
(8) If a special general meeting is convened by members in accordance with this By-Law, it must be convened by the Committee and all reasonable expenses incurred in convening the special general meeting must be refunded by the Association to the persons incurring the expenses.
13. SPECIAL BUSINESS
All business that is conducted at a special general meeting and all business that is conducted at the annual general meeting, except for business conducted under the By-Laws as ordinary business of the annual general meeting, is deemed to be special business.
14. NOTICE OF GENERAL MEETINGS
(1) The Secretary of the Association, at least fourteen (14) days, or if a special resolution has been
proposed at least twenty-one (21) days, before the date fixed for holding a general meeting of the Association, must cause to be sent to each member of the Association, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.
(2) Notice may be sent:-
(a) by prepaid post to the address appearing in the register of members; or
(3) No business other than that set out in the notice convening the meeting may be conducted at the meeting.
(4) A member intending to bring any business before a meeting may notify in writing, or by electronic transmission, the Secretary of that business, who must include that business in the notice calling the next general meeting.
15. PRESIDING AT MEETINGS
(1) The Chairperson, or in his/her absence, the Vice-Chairperson, shall preside at each meeting of the Association.
(2) If the Chairperson and the Vice-Chairperson are absent from a meeting, from the members present, a member shall be elected to preside.
16. ADJOURNMENT OF MEETINGS
(1) The Chairperson presiding at a 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.
(2) No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.
(3) Where a meeting is adjourned for fourteen (14) days or more, a like notice of the adjourned meeting shall be given in accordance with By-Law 12.
(4) Except as provided in sub-clause (3) it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
17. VOTING AT MEETINGS
(1) Upon any question arising at a meeting of the Association a member has one (1) vote only.
(3) A question arising at a meeting of the Association shall be determined on a show of hands, unless before or on the declaration of the show of hands a poll is demanded.
(4) On a show of hands a declaration shall be made by the Chairperson that a resolution has been carried or carried unanimously or carried by a particular majority, or lost. An entry to that effect in the Minute record of the Association is evidence of the fact without proof of the number or proportion of the votes recorded in favour of, or against, as acceptance of that resolution.
(5) All votes must be given personally or by proxy.
(6) In the case of an equality of voting on the question, the Chairperson of the meeting is entitled to exercise a deciding vote.
18. POLL AT GENERAL MEETINGS
(1) If at a meeting a poll on any question is demanded by not less than 3 members, it must be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
(2) A poll that is demanded on the election of a Chairperson or on a question of an adjournment must be taken immediately and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the Chairperson may direct.
19. MANNER OF DETERMINING WHETHER A RESOLUTION IS CARRIED
(1) If a question arising at a meeting of the Association is determined by a show of hands:-
(a) a declaration will be made by the Chairperson that a resolution has been:-
(i) carried; or
(ii) carried unanimously; or
(iii) carried by a particular majority; or
(2) An entry to that effect in the minute records of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour or against that resolution.
(1) Each member is entitled to appoint another member as a proxy:-
(a) by notice given by the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed; and
(b) the notice appointing the proxy must be in the form prescribed, from time to time, by the Committee.
21. COMMITTEE OF MANAGEMENT
(1) The affairs of the Association shall be managed by a Committee of Management.
(2) The Committee of Management:
(a) shall control and manage the business and affairs of the Association and,
(b) may, subject to these By-Laws, the Regulations and the Act, exercise all such powers and functions that are required by these By-Laws as appears to the Committee to be essential for the proper management of the business and affairs of the Association.
(3) The Committee of Management shall consist of:-
(a) the officers of the Association; and
(b) two (2) ordinary members, each of whom shall be elected at the Annual General Meeting of the Association in each year.
22. THE OFFICERS
(1) The officers of the Association shall be:
(a) a Chairperson;
(b) a Vice-Chairperson;
(c) a Treasurer; and
(d) a Secretary/Executive Officer
(2) The provisions of By-Law 22 so far as they are applicable and with the necessary modifications, apply to the election of persons to any of the offices mentioned in sub-clause (1).
(3) Each officer of the Association shall hold office until the next annual general meeting next after the date of his/her election, but is eligible for re-election.
(4) In the event of a casual vacancy in any office referred to in sub-clause (1), the Committee may appoint one of its number to the vacant office and the person so appointed may continue in office up to and including the conclusion of the Annual General Meeting next following the date of his/her appointment.
(1) The Secretary of the Association shall keep minutes of the resolutions and proceedings of each meeting of the Association together with a record of the names of persons present at Annual General Meetings and Committee meetings.
(2) Notwithstanding sub-clause (1) the committee may, subject to the Act, appoint a competent person to perform the duties of the Secretary on behalf of the Association.
(1) The Treasurer of the Association shall:
(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; and
(c) ensure that, for each financial year, financial statements are prepared, certified, and reviewed or audited in accordance with the Act; and
(d) be responsible for submitting the financial statements for the past financial year to the Annual General Meeting in accordance with of the Act.
(2) The accounts and books referred to in sub-clause (b) shall be available for inspection by members.
(3) Notwithstanding sub-clause (1) the Committee may appoint a competent person to perform the duties of the Treasurer on behalf of the Association.
25. ORDINARY MEMBERS OF THE COMMITTEE OF MANAGEMENT
(1) Subject to these By-Laws, each ordinary member of the Committee of Management shall hold office until the Annual General Meeting next after the date of election but is eligible for re-election.
(2) In the event of a casual vacancy occurring in the office of an ordinary member of the Committee of Management, the Committee may appoint a member of the association to fill the vacancy and the member appointed shall hold office, subject to these Rules, until the conclusion of the Annual General Meeting next following the date of appointment.
26. ELECTION OF OFFICERS AND ORDINARY COMMITTEE MEMBERS
(1) Nominations of candidates for election of officers of the Association or as ordinary members of the
Committee shall be:-
(2) Made in writing, signed by two (2) members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination) and,
(3) Delivered to the Secretary of the Association not less than seven (7) days before the date fixed for the holding of the Annual General Meeting.
(4) A candidate may only be nominated for one office, or as an ordinary member of the Committee, prior to the Annual General Meeting.
(5) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the Annual General Meeting.
(6) If the number of nominations received is equal to the number of vacancies to be filled, the member nominated shall be deemed to be elected.
(7) If the number of nominations received exceeds the number of positions, a ballot shall be held.
(8) The ballot for the election of officers and ordinary members of the Committee shall be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct.
(1) For the purposes of the Rules, the office of an officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member;
(a) ceases to be a member of the Association; or
(b) becomes insolvent under administration within the meaning of the Corporations Law; or
(c) resigns his/her office by notice in writing given to the Secretary (Executive Officer).
28. MEETINGS OF THE VSTWP
(1) The Committee shall meet at least four (4) times each year at such place and such times as the
Committee may determine. At the discretion of the Committee any of these meetings may be conducted via telephone or other method of audio or audio visual communication of a number of Committee members, sufficient to constitute a quorum.
(2) Special meetings of the Committee may be convened by the Chairperson or by any five (5) members of the Committee.
29. NOTICE OF MEETINGS OF THE VSTWP
(1) Written notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.
(2) Each member of the Committee shall be given at least two (2) days written notice of any meeting.
30. QUORUM AT COMMITTEE MEETINGS
(1) Any four (4) members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.
(2) No business shall be transacted unless a quorum is present; and
(a) the meeting shall stand adjourned to the same place and the same time and day in the following week.
31. PRESIDING AT COMMITTEE MEETINGS
(1) At the meetings of the Committee:
(a) The Chairperson or in his/her absence the Vice-Chairperson shall preside; or
(b) if the Chairman and the Vice-Chairman are absent or are unable to preside the members present must choose one of their number present to preside.
32. MINUTES OF MEETINGS
The Secretary of the Association must keep minutes of the resolutions and proceedings of each general meeting, and each Committee meeting together with a record of the names of persons present at Committee meetings.
33. VOTING AT COMMITTEE MEETINGS
(1) Questions arising at a meeting of the Committee or at a meeting of any sub-committee appointed by the Committee shall be determined on a show of hands or if a member requests, by a poll taken in such manner as the person presiding at the meeting may determine.
(2) Each member present at a meeting of the Committee or at a meeting of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one (1) vote and, in the event of an equality of votes on any question the person presiding may exercise a second or casting vote.
34. REMOVAL OF COMMITTEE MEMBER
(1) The Association in meeting, may by resolution remove any member of the Committee, before the expiration of the member’s term of office and appoint another member in his or her place to hold office until the expiration of the term of the first-mentioned member.
(2) A member who is the subject of a proposed resolution referred to in sub-clause (1) may make representations in writing to the Secretary or Chairperson of the Association (not exceeding a reasonable period of time), and may request that the representations be provided to members of the Association.
(3) The Secretary or the Chairperson may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting.
35. CONFLICT OF INTEREST
(1) Any Committee member who has a pecuniary or material interest in a matter being considered at a Committee meeting must disclose the nature and extent of that interest to the Committee before the matter is considered.
(2) Any member with a conflict of interest as described in sub-clause (1) must:
(a) Not be present while the matter is being considered at the meeting;
(b) Not vote on the matter; and
(c) Not receive papers or reports that provide details for deliberation until the matter has been resolved.
(3) The Committee may, by resolution, suspend from office any of its members who;
(a) fail to disclose the details of a conflict of interest as prescribed in sub-clause (1);
(b) fails to comply with sub-clause (2); or
(c) has a conflict of interest that is both ongoing and unavoidable in continuing in the office held by that member.
36. REMOVAL OF MEMBER OF COMMITTEE
(1) The Association in general meeting may by resolution remove any member of the Committee before the expiration of his/her term of office and appoint another member in his/her stead to hold office until the expiration of the term of the first-mentioned member.
(1) The funds of the Association shall be derived from annual grants and such other sources as the committee determines.
38. MANAGEMENT OF FUNDS
(1) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two (2) members of the Committee.
(2) Subject to any restrictions imposed by a meeting of the Association, the Committee may approve expenditure on behalf of the Association.
39. NOTICE TO MEMBERS
(1) Except for the requirement of By - Law 14 any notice that is required to be given to a member on behalf of the Association under these By - Laws may be given by:-
(a) delivery the notice to the member personally; or
(b) by sending it by pre-paid post or by email to the member at his/her address shown in the Register of Members.
(2) Where a document is properly addressed, pre-paid and posted to the 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.
40. CUSTODY AND INSPECTION OF BOOKS AND RECORDS
(1) Except as otherwise provided in these By - Laws, the Secretary shall keep in his/her custody or under his/her control all records, securities, and other relevant documents of the Association.
(2) Members may on request inspect free of charge:
(a) the register of members;
(b) the minutes of general meetings; and
(c) subject to sub-clause 40.3, the financial records, books, securities and any other relevant documents of the Association.
(3) The Committee may refuse to permit a member to inspect records of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association.
(4) Subject to sub-clause 40.3, a member may make a copy of any of the other records of the Association accessible under sub-clause 40.2. The Association may charge a reasonable fee for the provision of a copy of such a records.
(5) The Committee must on request make copies of these Rules available to members and applicants for membership.
41. ALTERATION OF BY-LAWS
(1) These By-Laws and the Administrative Addendum may only be altered by special resolution of a general meeting of the Association.
(2) Such By-Laws shall, provided they are not inconsistent with the By-Laws of the Association, be binding on all members and shall be construed as part of the By-Laws of the Association until they are rescinded or varied by the members of the Association.
42. WINDING UP OR CANCELLATION
(1) The Association may be wound up voluntarily by special resolution of a meeting of the Association.
(2) In the event of the winding up or the cancellation of the Incorporation of the Association, the assets of the Association shall be disposed of in accordance with the provisions of the Act.
(3) Any assets that remain after winding up or cancellation and the satisfaction of the debts and liabilities of the Association, shall be paid and applied by the Association in accordance with its powers, to any organisation which has Objects the same as or similar to the Association, and which has rules prohibiting the distribution of its assets and income to its members.
PDF Download: VSTWP Addendum to By-Laws Adopted Nov 2016