-
Notifications
You must be signed in to change notification settings - Fork 0
/
constitution.html
712 lines (711 loc) · 53.9 KB
/
constitution.html
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
233
234
235
236
237
238
239
240
241
242
243
244
245
246
247
248
249
250
251
252
253
254
255
256
257
258
259
260
261
262
263
264
265
266
267
268
269
270
271
272
273
274
275
276
277
278
279
280
281
282
283
284
285
286
287
288
289
290
291
292
293
294
295
296
297
298
299
300
301
302
303
304
305
306
307
308
309
310
311
312
313
314
315
316
317
318
319
320
321
322
323
324
325
326
327
328
329
330
331
332
333
334
335
336
337
338
339
340
341
342
343
344
345
346
347
348
349
350
351
352
353
354
355
356
357
358
359
360
361
362
363
364
365
366
367
368
369
370
371
372
373
374
375
376
377
378
379
380
381
382
383
384
385
386
387
388
389
390
391
392
393
394
395
396
397
398
399
400
401
402
403
404
405
406
407
408
409
410
411
412
413
414
415
416
417
418
419
420
421
422
423
424
425
426
427
428
429
430
431
432
433
434
435
436
437
438
439
440
441
442
443
444
445
446
447
448
449
450
451
452
453
454
455
456
457
458
459
460
461
462
463
464
465
466
467
468
469
470
471
472
473
474
475
476
477
478
479
480
481
482
483
484
485
486
487
488
489
490
491
492
493
494
495
496
497
498
499
500
501
502
503
504
505
506
507
508
509
510
511
512
513
514
515
516
517
518
519
520
521
522
523
524
525
526
527
528
529
530
531
532
533
534
535
536
537
538
539
540
541
542
543
544
545
546
547
548
549
550
551
552
553
554
555
556
557
558
559
560
561
562
563
564
565
566
567
568
569
570
571
572
573
574
575
576
577
578
579
580
581
582
583
584
585
586
587
588
589
590
591
592
593
594
595
596
597
598
599
600
601
602
603
604
605
606
607
608
609
610
611
612
613
614
615
616
617
618
619
620
621
622
623
624
625
626
627
628
629
630
631
632
633
634
635
636
637
638
639
640
641
642
643
644
645
646
647
648
649
650
651
652
653
654
655
656
657
658
659
660
661
662
663
664
665
666
667
668
669
670
671
672
673
674
675
676
677
678
679
680
681
682
683
684
685
686
687
688
689
690
691
692
693
694
695
696
697
698
699
700
701
702
703
704
705
706
707
708
709
710
711
712
<!--
title: Meanjin Makerspace Constitution
description:
published: true
date: 2024-04-11T23:09:19.981Z
tags:
editor: ckeditor
dateCreated: 2023-09-26T20:55:58.478Z
-->
<h1> </h1>
<p>What does Meanjin mean, and why are we called Meanjin Makerspace Inc.? It's the traditional name used by First Nations people to refer to the area we call Brisbane today. You can read more <a href="https://auspost.com.au/community-hub/traditional-place-names/meanjin-exploring-traditional-place-name-of-brisbane">here</a>.</p>
<p>Whilst we generally trade publicly using the name “Brisbane Makerspace”, “Meanjin Makerspace Inc.” is the official legal name of our association. We use Meanjin Makerspace Inc. when completing legal documents, in our constitution, etc. </p>
<h1>Meanjin Makerspace Inc. Constitution</h1>
<h2>1. Interpretation</h2>
<ol>
<li>In these rules-</li>
</ol>
<p><strong>Act</strong> means the <i>Associations Incorporation Act 1981</i>.</p>
<p><strong>present</strong>-</p>
<ol>
<li>at a management committee meeting, see rule 23(6); or</li>
<li>at a general meeting, see rule 37(2).</li>
</ol>
<p><strong>motion</strong>- makes reference to any question, matter, motion, resolution or similar that needs to be discussed or voted on.</p>
<p><strong>Consensus Decision Making- </strong>is defined in rule 37 below.</p>
<p>Any reference to “<strong>in writing</strong>”, “<strong>written</strong>” or words with similar meaning, make reference to any medium (digital or physical) that is capable of being stored long term and is appropriate in the given context.</p>
<ol>
<li>A word or expression that is not defined in these model rules, but is defined in the Act has, if the context permits, the meaning given by the Act.</li>
</ol>
<h2>2. Name</h2>
<ol>
<li>The name of the incorporated association is <i>Meanjin Makerspace Inc.</i> (<i><strong>the association</strong></i>).</li>
</ol>
<h2>3. Objects</h2>
<ol>
<li>The primary objective of the association is to advance mental health <strong>and advancing social or public welfare of the community by operating a physical space to combat social isolation and to provide</strong>:<ol>
<li>a safe space for marginalised members of the community who are at risk of health issues arising from loneliness and isolation; and</li>
<li><strong>support to individuals to work on projects or undertake other activities in the company of others at that location for the purposes of combating loneliness and social isolation</strong>.</li>
</ol>
</li>
<li>The secondary objective of the association is to undertake supporting activities on an as-needed basis to ensure the association remains sustainable and the primary objective can be fulfilled. Examples include, but are not limited to fundraising activities, community outreach activities, etc.</li>
</ol>
<h2>4. Powers</h2>
<ol>
<li>The association has the powers of an individual.</li>
<li>The association may, for example-<ol>
<li>enter into contracts; and</li>
<li>acquire, hold, deal with and dispose of property; and</li>
<li>make charges for services and facilities it supplies; and</li>
<li>do other things necessary or convenient to be done in carrying out its affairs.</li>
</ol>
</li>
<li>The association may take over the funds and other assets and liabilities of the present unincorporated association known as <i><strong>‘BMS’</strong></i> (the <i><strong>unincorporated association</strong></i>).</li>
<li>The association may also issue secured and unsecured notes, debentures and debenture stock for the association.</li>
</ol>
<h2>5. Classes of members</h2>
<p>Membership of the association is open to the general public and consists of the following classes:</p>
<ol>
<li>A <strong>Standard Member</strong>, of unlimited membership, who-<ol>
<li>is entitled to access the association’s resources and facilities in line with any relevant by-laws; and</li>
<li>is entitled to attend a general meeting as an observer but is <strong>not entitled</strong> to a vote at a general meeting; and</li>
<li>may be part of a <strong>Working Group</strong>.</li>
</ol>
</li>
<li>A <strong>Volunteer Member</strong>, of unlimited membership, who-<ol>
<li>is entitled to access the association’s resources and facilities in line with any relevant by-laws; and</li>
<li>is entitled to one vote at a general meeting; and</li>
<li>may be part of a <strong>Working Group</strong>; and</li>
<li>must meet the following requirements:<ol>
<li>held membership of the association for at least 6 months; and</li>
<li>requires a motion to be passed at an executive or general meeting supporting the application to become a <strong>Volunteer Member</strong>; and</li>
<li>have in place a signed volunteer agreement committing to perform certain volunteer task(s).</li>
</ol>
</li>
</ol>
</li>
<li>A <strong>Lifetime Member</strong>, of unlimited membership, who-<ol>
<li>is entitled to access the association’s resources and facilities in line with any relevant by-laws; and</li>
<li>is entitled to one vote at a general meeting; and</li>
<li>may be part of a <strong>Working Group</strong>; and</li>
<li>is entitled to a 100% discount on individual membership fees; and</li>
<li>must meet the following requirements:<ol>
<li>held membership of the association for at least 10 years; and</li>
<li>demonstrate a <strong>lifetime contribution</strong> to the association as determined by a motion passed at a general meeting; and</li>
</ol>
</li>
<li>the requirement in sub-section (e)(i) above may be reduced by a procedural motion passed at a general meeting for someone who was a member of the unincorporated association prior to incorporation; and</li>
<li>in sub-section (e)(ii) above, a <strong>lifetime contribution</strong> is equally based on the time, cultural, and monetary value of an individual’s contributions to the association. It is defined as having a profound and positive impact on the association that’s likely to be remembered for the majority of its lifetime. Generally, 10 years of being an <i>active volunteer</i> meets this requirement.</li>
</ol>
</li>
</ol>
<h2>6. Automatic membership</h2>
<ol>
<li>A person who, on the day the association is incorporated, was a member of the unincorporated association and who, on or before a day fixed by the management committee, agrees in writing to become a member of the incorporated association, must be admitted by the management committee-<ol>
<li>to the equivalent class of membership of the association as the member held in the unincorporated association; or</li>
<li>if there is no equivalent class of membership-as a <strong>Standard Member</strong>.</li>
</ol>
</li>
<li>For the purposes of any time requirement of membership imposed by a rule in this document or a by-law, the time a member was a member of the unincorporated association prior to incorporation, should be included in the time calculation.</li>
</ol>
<h2>7. Membership system</h2>
<ol>
<li>The management committee may set up a “<strong>membership system</strong>” to manage certain aspects of membership, and delegate certain powers including but not limited to: the admission of new members, cancellation of membership, collecting membership fees, etc. The management committee is responsible for ensuring that any functions delegated to such a system remain compliant with the association rules and by-laws.</li>
<li>Any decision made or action taken by the “<strong>membership system</strong>”, may be overturned by passing a motion at an executive or general meeting within 30 days, as long as the motion is consistent with the association rules and by-laws.</li>
</ol>
<h2>8. Membership fees</h2>
<ol>
<li>The membership fee for each class of membership-<ol>
<li>is the amount decided by the members from time to time at a general meeting in a fee schedule; and</li>
<li>is payable when, and in the way, the management committee decides if not defined in the fee schedule.</li>
</ol>
</li>
<li>A member of the incorporated association who, before becoming a member, has paid their membership fees of the unincorporated association before the day of incorporation, is not liable to pay a further amount for the same period until it is due for renewal.</li>
</ol>
<h2>9. Admission and rejection of new members</h2>
<ol>
<li>An application for membership must be-<ol>
<li>in writing; and</li>
<li>signed by the applicant; and</li>
<li>in the form decided by the management committee; and</li>
</ol>
</li>
<li>The management committee must consider an application for membership as soon as possible after it receives-<ol>
<li>the application for membership; and</li>
<li>the appropriate membership fee for the application.</li>
</ol>
</li>
<li>The management committee must ensure that, as soon as possible after the person applies to become a member of the association, and before the the person’s application is considered, the person is advised-<ol>
<li>whether or not the association has public liability insurance; and</li>
<li>if the association has public liability insurance-the amount of the insurance.</li>
</ol>
</li>
<li>The management committee must accept all new members without restriction or discrimination, except for reasons listed in subsection (5).</li>
<li>A membership application may only be rejected for a reason compliant with the “Open Membership” definition in the “community shed” category defined by the ATO for DGR endorsement purposes.</li>
</ol>
<p>Current examples include:</p>
<ol>
<li>the applicant is under 18; or</li>
<li>the physical space is at capacity and cannot accommodate new members; or</li>
<li>the applicant is unable to pass a working with children check.</li>
<li>The management committee of the association must, as soon as practicable after the membership application is accepted or rejected, give the applicant a written notice of the decision.</li>
</ol>
<h2>10. When membership ends</h2>
<ol>
<li>A member may resign from the association by giving a written notice of resignation to the management committee or by any other means determined by the management committee from time to time.</li>
<li>The resignation takes effect at-<ol>
<li>the time the notice is received by the management committee; or</li>
<li>if a later time is stated in the notice-the later time.</li>
</ol>
</li>
<li>The management committee may terminate a member’s membership if the member-<ol>
<li>is convicted of an indictable offence; or</li>
<li>does not comply with any of the provisions of these rules or by-laws; or</li>
</ol>
</li>
<li>has membership fees in arrears for at least 14 days; or</li>
<li>conducts themselves in a way considered to be injurious or prejudicial to the character or interests of the association.</li>
<li>Before the management committee terminates a member’s membership, the committee must give the member a full and fair opportunity to show why the membership should not be terminated.</li>
<li>If, after considering all representations made by the member, the management committee decides to terminate the membership, the management committee must give the member a written notice of the decision.</li>
</ol>
<h2>11. Appeal against rejection or termination of membership</h2>
<ol>
<li>A person whose application for membership has been rejected, or whose membership has been terminated, may give the management committee written notice of the person’s intention to appeal against the decision.</li>
<li>A notice of intention to appeal must be given to the management committee within 1 month after the person receives written notice of the decision.</li>
<li>If the management committee receives a notice of intention to appeal, the management committee must, within 1 month after receiving the notice, call a general meeting to decide the appeal.</li>
</ol>
<h2>12. General meeting to decide appeal</h2>
<ol>
<li>The general meeting to decide an appeal must be held within 3 months after the management committee receives the notice of intention to appeal.</li>
<li>At the meeting, the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated.</li>
<li>Also, the management committee and the members of the committee who rejected the application or terminated the membership must be given a full and fair opportunity to show why the application should be rejected or the membership should be terminated.</li>
<li>An appeal must be decided by a special resolution of the members present and eligible to vote at the meeting.</li>
<li>If a person whose application for membership has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals but the appeal is unsuccessful, the management committee must, as soon as practicable, refund any unused membership fees paid by the person.</li>
</ol>
<h2>13. Register of members</h2>
<ol>
<li>The management committee must keep a register of members of the association.</li>
<li>The register must include the following particulars for each member-<ol>
<li>the full name of the member;</li>
<li>the postal or residential address of the member;</li>
<li>the date of admission as a member;</li>
<li>the date of death or time of resignation of the member;</li>
<li>details about the termination or reinstatement of membership;</li>
<li>any other particulars the management committee or the members at a general meeting decide.</li>
</ol>
</li>
<li>The register must be open for inspection by members of the association at all reasonable times.</li>
<li>A member must contact the management committee to arrange an inspection of the register.</li>
<li>However, the management committee may, on the application of a member of the association, withhold information about the member (other than the member’s full name) from the register available for inspection if the management committee has reasonable grounds for believing the disclosure of the information would put the member at risk of harm.</li>
</ol>
<h2>14. Prohibition on use of information on register of members</h2>
<ol>
<li>A member of the association must not-<ol>
<li>use information obtained from the register of members of the association to contact, or send material to, another member of the association for the purpose of advertising for political, religious, charitable or commercial purposes; or</li>
<li>disclose information obtained from the register to someone else, knowing that the information is likely to be used to contact, or send material to, another member of the association for the purpose of advertising for political, religious, charitable or commercial purposes.</li>
</ol>
</li>
<li>Subrule (1) does not apply if the use or disclosure of the information is approved by the association.</li>
</ol>
<h2>15. Appointment or election of secretary</h2>
<ol>
<li>The secretary must be an adult residing in Queensland, or in another State but not more than 65km from the Queensland border, who is-<ol>
<li>a member of the association elected by the association as secretary; or</li>
<li>any of the following persons appointed by the management committee as secretary-<ol>
<li>a member of the association’s management committee;</li>
<li>another member of the association;</li>
</ol>
</li>
</ol>
</li>
<li>If the association has not elected an interim officer as secretary for the association before its incorporation, the members of the management committee must ensure a secretary is appointed or elected for the association within 1 month after incorporation.</li>
<li>If a vacancy happens in the office of secretary, the members of the management committee must ensure a secretary is appointed or elected for the association within 1 month after the vacancy happens.</li>
<li>If the management committee appoints a person mentioned in subrule (1)(b)(ii) as secretary, other than to fill a casual vacancy on the management committee, the person does not become a member of the management committee.</li>
<li>However, if the management committee appoints a person mentioned in subrule (1)(b)(ii) as secretary to fill a casual vacancy on the management committee, the person becomes a member of the management committee.</li>
<li>If the management committee appoints a person mentioned in subrule (1)(b)(iii) as secretary, the person does not become a member of the management committee.</li>
<li>In this rule- casual vacancy, on a management committee, means a vacancy that happens when an elected member of the management committee resigns, dies or otherwise stops holding office.</li>
</ol>
<h2>16. Removal of secretary</h2>
<ol>
<li>The management committee of the association may at any time remove a person appointed by the committee as the secretary.</li>
<li>If the management committee removes a secretary who is a person mentioned in rule 15(1)(b)(i), the person remains a member of the management committee.</li>
<li>If the management committee removes a secretary who is a person mentioned in rule 15(1)(b)(ii) and who has been appointed to a casual vacancy on the management committee under rule 15(5), the person remains a member of the management committee.</li>
</ol>
<h2>17. Functions of different groups and roles</h2>
<ol>
<li>This subsection is explanatory only and does not form part of these rules.<ol>
<li>The management committee is responsible for the <i>administration</i> and <i>governance</i> of the association and is accountable to all members.</li>
<li>The head maker is responsible for the <i>operations</i> of the association and is accountable to the <i>management committee</i>.</li>
<li>The <strong>Working Groups</strong> are responsible for both the <i>administration</i> and <i>operations</i> of certain parts of the association and are accountable to the <i>head maker</i>.</li>
<li>All members who are entitled to vote are responsible for keeping everyone above accountable and approving changes to rules, roles, etc..</li>
</ol>
</li>
</ol>
<h2>17A. Functions of head maker</h2>
<ol>
<li>The head maker is responsible for the association <i>operations</i>, not <i>management</i>. They require extensive technical knowledge and experience with our tools, facilities and community.</li>
<li>The head maker’s functions include, but are not limited to-<ol>
<li>managing the day to day operations of the association including but not limited to things like ordering new supplies, onboarding new members, completing safety inductions and responding to membership/public inquiries; and</li>
<li>facilitating community engagement and support; and</li>
<li>keeping <strong>Working Groups</strong> accountable to their purpose; and</li>
<li>other necessary operational functions of the association.</li>
</ol>
</li>
</ol>
<h2>17B. Functions of president</h2>
<ol>
<li>The president’s primary responsibility is to ensure that the management committee governs effectively and to help the association pursue its objects.</li>
<li>The president’s functions include, but are not limited to-<ol>
<li>facilitating meetings and discussions for the association; and</li>
<li>contributing to the culture and direction of the association; and</li>
<li>guiding the association towards furthering its objects; and</li>
<li>representing the association to key stakeholders.</li>
</ol>
</li>
</ol>
<h2>17C. Functions of secretary</h2>
<ol>
<li>The secretary’s primary responsibility is to ensure that the management committee operates in a way that is compliant with the association's rules and by-laws.</li>
<li>The secretary’s functions include, but are not limited to-<ol>
<li>calling meetings of the association, including preparing notices of a meeting and of the business to be conducted at the meeting in consultation with the president of the association; and</li>
<li>keeping minutes of each meeting; and</li>
<li>keeping copies of all correspondence and other documents relating to the association.</li>
</ol>
</li>
</ol>
<h2>17D. Functions of treasurer</h2>
<ol>
<li>The treasurer’s primary responsibility is to ensure that the association and management committee operates its finances in a way that is compliant with the association's rules and by-laws.</li>
<li>The treasurer’s functions include, but are not limited to-<ol>
<li>providing insight into the state of financial affairs; and</li>
<li>ensuring all record keeping and expenditure is compliant; and</li>
<li>keeping detailed records of expenditure and supporting documentation; and</li>
<li>general financial operations like processing reimbursements, etc.</li>
</ol>
</li>
</ol>
<h2>17E. Functions of other committee members</h2>
<ol>
<li>The other committee members (if elected) are responsible for supporting the management committee and providing balanced views during discussions.</li>
<li>Their functions include, but are not limited to-<ol>
<li>assisting the management committee as directed/needed; and</li>
<li>attending and contributing to committee meetings, etc.</li>
</ol>
</li>
</ol>
<h2>18. Membership of management committee</h2>
<ol>
<li>The management committee of the association consists of a head maker, president, treasurer, secretary, and up to two other members the association members elect at a general meeting.</li>
<li>A member of the management committee must be a <strong>Volunteer Member</strong> or <strong>Lifetime Member</strong> of the association.</li>
<li>At each annual general meeting of the association, the members of the management committee must retire from office, but are eligible, on nomination, for re-election.</li>
<li>Consistent with subsection (2) above, a member of the association may be appointed to a casual vacancy on the management committee under rule 21.</li>
</ol>
<h2>19. Electing the management committee</h2>
<ol>
<li>A member of the management committee may only be elected as follows-<ol>
<li>any 2 members of the association may nominate another member (the candidate) to serve as a member of the management committee;</li>
<li>the nomination must be-<ol>
<li>in writing; and</li>
<li>signed by the candidate and the members who nominated them; and</li>
<li>given to the secretary at least 14 days before the annual general meeting at which the election is to be held;</li>
</ol>
</li>
<li>each member of the association present and eligible to vote at the annual general meeting may vote for 1 candidate for each vacant position on the management committee;</li>
<li>if, at the start of the meeting, there are no candidates nominated for a position, nominations may be taken from the floor of the meeting.</li>
</ol>
</li>
<li>A person may be a candidate only if the person-<ol>
<li>is an adult; and</li>
<li>is not ineligible to be elected as a member under section 61A of the Ac; and</li>
<li>is eligible as per section 18(2) above.</li>
</ol>
</li>
<li>A list of the candidates’ names in alphabetical order, with the names of the members who nominated each candidate, must be provided to all members for at least 7 days immediately preceding the annual general meeting.</li>
<li>The management committee must ensure that, before a candidate is elected as a member of the management committee, the candidate is advised-<ol>
<li>whether or not the association has public liability insurance; and</li>
<li>if the association has public liability insurance-the amount of the insurance.</li>
</ol>
</li>
</ol>
<h2>20. Resignation, removal or vacation of office of management committee member</h2>
<ol>
<li>A member of the management committee may resign from the committee by giving written notice of resignation to the management committee.</li>
<li>The resignation takes effect at-<ol>
<li>the time the notice is received by the management committee; or</li>
<li>if a later time is stated in the notice-the later time.</li>
</ol>
</li>
<li>A member may be removed from office at a general meeting of the association if a motion is carried in favour of removing the member.</li>
<li>Before a vote of members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause why they should not be removed from office.</li>
<li>A member has no right of appeal against the member’s removal from office under this rule.</li>
<li>A member immediately vacates office:<ol>
<li>in the circumstances mentioned in section 64(2) of the Act; or</li>
<li>if they cease being eligible to hold office under a different rule.</li>
</ol>
</li>
</ol>
<h2>21. Vacancies on management committee</h2>
<ol>
<li>If a casual vacancy happens on the management committee, the continuing members of the committee may appoint another member of the association to fill the vacancy until the next annual general meeting.</li>
<li>The continuing members of the management committee may act despite a casual vacancy on the management committee.</li>
<li>However, if the number of committee members is less than the number fixed under rule 24(1) as a quorum of the management committee, the continuing members may act only to-<ol>
<li>increase the number of management committee members to the number required for a quorum; or</li>
<li>call a general meeting of the association.</li>
</ol>
</li>
</ol>
<h2>22. Functions of management committee</h2>
<ol>
<li>The management committee is responsible for the association's <i>management</i> and <i>governance</i>, not <i>operations</i>.</li>
<li>Subject to these rules or a resolution of the members of the association carried at a general meeting, the management committee has the general control and management of the administration of the affairs, property and funds of the association.</li>
<li>The management committee has authority to interpret the meaning of these rules and any matter relating to the association on which the rules are silent, but any interpretation must have regard to the Act, including any regulation made under the Act.</li>
</ol>
<p>Note- The Act prevails if the association’s rules are inconsistent with the Act-see section 1D of the Act.</p>
<ol>
<li>The management committee’s interpretation of the rules, and any matter relating to the association on which the rules are silent may be overridden by carrying a motion at a general meeting.</li>
<li>The management committee may exercise the powers of the association-<ol>
<li>to borrow, raise or secure the payment of amounts in a way the members of the association decide; and</li>
<li>to secure the amounts mentioned in paragraph (a) or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the association in any way, including by the issue of debentures (perpetual or otherwise) charged upon the whole or part of the association’s property, both present and future; and</li>
<li>to purchase, redeem or pay off any securities issued; and</li>
<li>to borrow amounts from members and pay interest on the amounts borrowed; and</li>
<li>to mortgage or charge the whole or part of its property; and</li>
<li>to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the association; and</li>
<li>to provide and pay off any securities issued; and</li>
<li>to invest in a way the members of the association may from time to time decide.</li>
</ol>
</li>
<li>For subrule (3)(d), the rate of interest must not be more than the current rate being charged for overdrawn accounts on money lent (regardless of the term of the loan) by-<ol>
<li>the financial institution for the association; or</li>
<li>if there is more than 1 financial institution for the association-the financial institution nominated by the management committee.</li>
</ol>
</li>
</ol>
<h2>23. Meetings of management committee</h2>
<ol>
<li>Subject to this rule, the management committee may meet and conduct its proceedings as it considers appropriate.</li>
</ol>
<p>Note- See also sections 70B and 70C of the Act about requirements relating to the proceedings of the management committee if a member of the committee has a material personal interest in a matter being considered at a meeting of the committee.</p>
<ol>
<li>The management committee must meet at least once every 3 months to exercise its functions.</li>
<li>The management committee must decide how a meeting is to be called.</li>
<li>Notice of a meeting is to be given in the way decided by the management committee.</li>
<li>The management committee may hold meetings, or permit a committee member to take part in its meetings, by using any technology that reasonably allows the member to hear and take part in discussions as they happen.</li>
<li>A committee member who participates in the meeting as mentioned in subrule (5) is taken to be present at the meeting.</li>
<li>A question or motion arising at a committee meeting is to be decided by the <strong>Consensus Decision Making</strong> process.</li>
<li>The president is to preside as facilitator at a management committee meeting.</li>
<li>If there is no president or if the president is not present within 10 minutes after the time fixed for a management committee meeting, the members may choose 1 of their number to preside as facilitator at the meeting.</li>
</ol>
<h2>24. Quorum for, and adjournment of, management committee meeting</h2>
<ol>
<li>At a management committee meeting, more than 50% of the members elected to the committee as at the close of the last general meeting of the members form a quorum.</li>
<li>If there is no quorum within 30 minutes after the time fixed for a management committee meeting called on the request of members of the committee, the meeting lapses.</li>
<li>If there is no quorum within 30 minutes after the time fixed for a management committee meeting called other than on the request of the members of the committee-<ol>
<li>the meeting is to be adjourned for at least 1 day; and</li>
<li>the members of the management committee who are present are to decide the day, time and place of the adjourned meeting.</li>
</ol>
</li>
<li>If, at an adjourned meeting mentioned in subrule (3), there is no quorum within 30 minutes after the time fixed for the meeting, the meeting lapses.</li>
</ol>
<h2>25. Special meeting of management committee</h2>
<ol>
<li>If the secretary receives a written request signed by at least 33% of the members of the management committee, the secretary must call a special meeting of the committee by giving each member of the committee notice of the meeting within 14 days after the secretary receives the request.</li>
<li>If the secretary is unable or unwilling to call the special meeting, the president must call the meeting.</li>
<li>A request for a special meeting must state-<ol>
<li>why the special meeting is called; and</li>
<li>the business to be conducted at the meeting.</li>
</ol>
</li>
<li>A notice of a special meeting must state-</li>
<li>the day, time and place of the meeting; and</li>
<li>the business to be conducted at the meeting.</li>
<li>A special meeting of the management committee must be held within 14 days after notice of the meeting is given to the members of the management committee.</li>
</ol>
<h2>26. Minutes of management committee meetings</h2>
<ol>
<li>The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each management committee meeting are entered in a minute book.</li>
<li>To ensure the accuracy of the minutes, the minutes of each management committee meeting must be signed by the facilitator of the meeting, or the facilitator of the next management committee meeting, verifying their accuracy.</li>
<li>The minutes of any committee meeting must be made available upon request to any member of the association that’s entitled to vote in a general meeting.<ol>
<li>However, the management committee must redact or withhold certain information contained within the minutes if they believe that it poses a threat to the health and safety of someone (ie a medical condition, personally identifiable information, etc.).</li>
</ol>
</li>
</ol>
<h2>27. Appointment of subcommittees / Working Groups</h2>
<ol>
<li>The association may form subcommittees referred to as “<strong>Working Groups</strong>”, and create associated by-laws that are not inconsistent with these rules.</li>
<li><strong>Working Groups</strong> may be formed by passing a motion at a general meeting. They must have a core purpose defined that is explicit and narrow in scope. They do not have the power or authority of the management committee.</li>
<li><strong>Working Groups</strong> may hold meetings and make administrative decisions about matters directly related to their core purpose.</li>
<li>A question or motion arising at a <strong>Working Group</strong> meeting is to be decided by the <strong>Consensus Decision Making </strong>process.</li>
<li><strong>Working Groups</strong>
<ol>
<li>cannot:<ol>
<li>make official representations on behalf of the association unless they are explicitly empowered to by a motion at a general meeting; or</li>
<li>make changes to by-laws; or</li>
<li>perform any functions of the management committee.</li>
</ol>
</li>
<li>can, whilst being consistent with these rules and the associations by-laws:<ol>
<li>create administrative policies (not by-laws) directly related to their scope (e.g. tool usage policies, infrastructure upgrade procedures, etc.); or</li>
<li>organise events, working bees, meetups, etc.; or</li>
<li>spend funds previously allocated to them at a general meeting; or</li>
<li>other tasks that are appropriate given their core purpose.</li>
</ol>
</li>
</ol>
</li>
</ol>
<h2>28. Acts not affected by defects or disqualifications</h2>
<ol>
<li>An act performed by the management committee, or a person acting as a member of the management committee is taken to have been validly performed.</li>
<li>Subrule (1) applies even if the act was performed when-</li>
<li>there was a defect in the appointment of a member of the management committee, or person acting as a member of the management committee; or</li>
<li>a management committee member, or person acting as a member of the management committee was disqualified from being a member.</li>
</ol>
<h2>29. Resolutions of management committee without meeting</h2>
<ol>
<li>A written resolution signed by each member of the management committee is as valid and effectual as if it had been passed at a committee meeting that was properly called and held.</li>
<li>A resolution mentioned in subrule (1) may consist of several documents in like form, each signed by 1 or more members of the committee.</li>
</ol>
<h2>30. First annual general meeting</h2>
<ol>
<li>The first annual general meeting must be held within 6 months after the end date of the association’s first reportable financial year.</li>
</ol>
<h2>31. Subsequent annual general meetings</h2>
<ol>
<li>Each subsequent annual general meeting must be held-<ol>
<li>at least once each year; and</li>
<li>within 6 months after the end date of the association’s reportable financial year.</li>
</ol>
</li>
</ol>
<h2>31A. Management committee members to be elected at annual general meeting</h2>
<ol>
<li>The association must elect the members of the management committee at each annual general meeting of the association.</li>
</ol>
<h2>32. Other business for annual general meeting of large incorporated associations and particular medium and small incorporated associations</h2>
<ol>
<li>This rule applies if the association is-<ol>
<li>a large incorporated association to which sections 59A and 59AA of the Act apply; or</li>
<li>a medium incorporated association to which sections 59A and 59AA of the Act apply; or</li>
<li>a small incorporated association to which sections 59A and 59AA of the Act apply.</li>
</ol>
</li>
<li>The following business must be conducted at each annual general meeting of the association-<ol>
<li>receiving the association’s financial statement, and audit report, for the last reportable financial year;</li>
<li>presenting the financial statement and audit report to the meeting for adoption;</li>
<li>for a large incorporated association-appointing an auditor or an accountant for the present financial year;</li>
</ol>
</li>
<li>for a medium or small incorporated association-appointing an auditor, an accountant or an approved person for the present financial year.</li>
</ol>
<h2>33. Other business for annual general meeting of other medium incorporated associations</h2>
<ol>
<li>This rule applies if the association is a medium incorporated association to which sections 59A and 59AB of the Act apply.</li>
<li>The following business must be conducted at each annual general meeting of the association-<ol>
<li>receiving the association’s financial statement, and verification statement, for the last reportable financial year;</li>
<li>presenting the financial statement and verification statement to the meeting for adoption;</li>
<li>appointing an auditor, an accountant or an approved person for the present financial year.</li>
</ol>
</li>
</ol>
<h2>34. Other business for annual general meeting of other small incorporated associations</h2>
<ol>
<li>This rule applies if the association is a small incorporated association to which sections 59A and 59AB of the Act apply.</li>
<li>The following business must be conducted at each annual general meeting of the association-<ol>
<li>receiving the association’s financial statement, and verification statement, for the last reportable financial year;</li>
<li>presenting the financial statement and verification statement to the meeting for adoption.</li>
</ol>
</li>
</ol>
<h2>35. Notice of general meeting</h2>
<ol>
<li>The secretary may call a general meeting of the association.</li>
<li>The secretary must give at least 7 days notice of the meeting to each member of the association.</li>
<li>If the secretary is unable or unwilling to call the meeting, the president must call the meeting.</li>
<li>The management committee must give notice in writing.</li>
<li>A notice of a general meeting must state the business (if known) to be conducted at the meeting.</li>
</ol>
<h2>36. Quorum for, and adjournment of, general meeting</h2>
<ol>
<li>The quorum for a general meeting is at least the number of members elected or appointed to the management committee at the close of the association’s last general meeting plus 1.</li>
<li>However, if all members of the association are members of the management committee, the quorum is the total number of members less 1.</li>
<li>No business may be conducted at a general meeting unless there is a quorum of members when the meeting proceeds to business.</li>
<li>If there is no quorum within 30 minutes after the time fixed for a general meeting called on the request of members of the management committee or the association, the meeting lapses.</li>
<li>If there is no quorum within 30 minutes after the time fixed for a general meeting called other than on the request of members of the management committee or the association-<ol>
<li>the meeting is to be adjourned for at least 7 days; and</li>
<li>the management committee is to decide the day, time and place of the adjourned meeting.</li>
</ol>
</li>
<li>The facilitator may, with the consent of any meeting at which there is a quorum, and must if directed by the meeting, adjourn the meeting from time to time and from place to place.</li>
<li>If a meeting is adjourned under subrule (6), only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting.</li>
<li>The secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30 days.</li>
<li>If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting.</li>
</ol>
<h2>37. Consensus decision making</h2>
<ol>
<li>A member in this rule is defined as a member of the association, management committee or <strong>Working Group</strong> who is present and entitled to vote at that meeting.</li>
<li>The <strong>Consensus Decision Making</strong> process is defined as follows:</li>
<li>The facilitator should announce the relevant motion.</li>
<li>If the facilitator of the meeting thinks there is already consensus, or once they think it is unlikely to be reached in a reasonable time after some discussion, they can check for consensus by asking if anyone dissents.<ol>
<li><strong>Consensus</strong> is reached if every member agrees to pass the motion without dissent.</li>
<li><strong>Dissent</strong> occurs if at least one member wants to formally object to the motion and block it from passing.</li>
<li><strong>Non-blocking Dissent</strong> occurs if at least one member wants to formally object to the motion but won’t block it from passing.</li>
</ol>
</li>
<li>Both <strong>Dissent</strong> and <strong>Non-blocking Dissent</strong> must be recorded in the meeting minutes, including who dissented and why.</li>
<li>If <strong>Dissent</strong> occurs, the facilitator should facilitate discussion between member(s) who dissent with a hard time limit of 5 minutes. The aim is to come up with a compromise that’s good enough for <strong>Dissent</strong> to be withdrawn.</li>
<li>If <strong>Dissent</strong> is not withdrawn or changed to a <strong>Non-blocking Dissent</strong> within the time limit, the facilitator must announce that the motion has failed.</li>
<li>If <strong>Consensus</strong> is reached, the motion is deemed as passed or accepted.</li>
<li>If a motion fails to reach consensus because of <strong>Dissent</strong>, a member may raise a procedural motion to opt for a <strong>Fallback Vote</strong> if:<ol>
<li>the procedural motion is seconded by at least one other member; and</li>
<li>the procedural motion is carried by a two-thirds majority vote; and</li>
<li>the facilitator agrees that the motion is time sensitive and must be dealt with during that meeting; or</li>
<li>the facilitator agrees that consensus has not been reached after many prior discussions, and it is unlikely to ever be reached.</li>
</ol>
</li>
<li>The <strong>Fallback Voting Method</strong> process is defined as follows:<ol>
<li>The facilitator should announce the relevant motion failed to reach consensus and that they are satisfied the criteria for a <strong>Fallback Vote</strong> has been reached.</li>
<li>The facilitator should then conduct a ballot by way of hands (or other method they consider appropriate) to determine the number of members for and against the motion. Members may choose to abstain from voting.<ol>
<li>A two-thirds majority is required to pass or accept a motion by <strong>Fallback Vote</strong>.</li>
</ol>
</li>
<li>The names of all members who abstained or voted against a motion should be recorded in the minutes.</li>
</ol>
</li>
</ol>
<h2>38. Procedure and voting at general meeting</h2>
<ol>
<li>A member who is entitled to vote, may take part and vote in a general meeting in person, by proxy, by attorney or by using any technology that reasonably allows the member to hear and take part in discussions as they happen.</li>
<li>A member who participates in a meeting as mentioned in subrule (1) is taken to be present at the meeting.</li>
<li>At each general meeting-<ol>
<li>the president is to preside as facilitator; and</li>
<li>if there is no president or if the president is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the members present must elect 1 of their number to be facilitator of the meeting; and</li>
<li>the facilitator must conduct the meeting in a proper and orderly way.</li>
</ol>
</li>
<li>At a general meeting, each motion, other than a special resolution, must be decided by the <strong>Consensus Decision Making</strong> process.</li>
<li>At a general meeting, a motion that is a special resolution, must be decided by the <strong>Consensus Decision Making</strong> process; and<ol>
<li>in the case of any dissent, a 75% majority vote is required to carry a motion for a special resolution, in order to comply with the Act.</li>
</ol>
</li>
<li>A member is entitled to 1 vote only.</li>
<li>A member is not entitled to vote if their membership fees are in arrears at the date of the meeting.</li>
</ol>
<h2>39. Special general meeting</h2>
<ol>
<li>The secretary must call a special general meeting by giving each member of the association notice of the meeting within 14 days after-<ol>
<li>being directed to call the meeting by the management committee; or</li>
<li>being given a written request signed by-<ol>
<li>at least 33% of the number of members of the management committee when the request is signed; or</li>
<li>at least the number of ordinary members of the association equal to double the number of members of the association on the management committee when the request is signed plus 1; or</li>
</ol>
</li>
<li>being given a written notice of an intention to appeal against the decision of the management committee-<ol>
<li>to reject an application for membership; or</li>
<li>to terminate a person’s membership.</li>
</ol>
</li>
</ol>
</li>
<li>A request mentioned in subrule (1)(b) must state-<ol>
<li>why the special general meeting is being called; and</li>
<li>the business to be conducted at the meeting.</li>
</ol>
</li>
<li>A special general meeting must be held within 3 months after the secretary-<ol>
<li>is directed to call the meeting by the management committee; or</li>
<li>is given the written request mentioned in subrule (1)(b); or</li>
<li>is given the written notice of an intention to appeal mentioned in subrule (1)(c).</li>
</ol>
</li>
<li>If the secretary is unable or unwilling to call the special meeting, the president must call the meeting.</li>
</ol>
<h2>40. Proxies</h2>
<ol>
<li>An instrument appointing a proxy must be in writing and be in the following or similar form as determined by the management committee from time to time-</li>
</ol>
<p>To BMS Inc.:</p>
<p>I, <strong>[name]</strong> of <strong>[city]</strong> being a member of the association, appoint <strong>[proxy name]</strong> of <strong>[proxy city]</strong> as my proxy to vote for me on my behalf at the <strong>[name of meeting]</strong> meeting of the association, to be held on <strong>[meeting date and time]</strong> and at any adjournment of the meeting.</p>
<p>Signed this <strong>[todays date]</strong></p>
<p>Signed <strong>[signature]</strong></p>
<ol>
<li>The instrument appointing a proxy must-<ol>
<li>if the appointor is an individual-be signed by the appointor or the appointor’s attorney properly authorised in writing; or</li>
</ol>
</li>
<li>if the appointor is a corporation-<ol>
<li>be under seal; or</li>
<li>be signed by a properly authorised officer or attorney of the corporation.</li>
</ol>
</li>
<li>A proxy may be a member of the association or another person.</li>
<li>Each instrument appointing a proxy must be given to the secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote.</li>
<li>Unless otherwise instructed by the appointor, the proxy may vote as the proxy considers appropriate.</li>
<li>If a member wants a proxy to vote for or against a resolution, the instrument appointing the proxy must be in the following or similar form-</li>
</ol>
<p>To BMS Inc.:</p>
<p>I, <strong>[name]</strong> of <strong>[city]</strong> being a member of the association, appoint <strong>[proxy name]</strong> of <strong>[proxy city]</strong> as my proxy to vote for me on my behalf at the <strong>[name of meeting]</strong> meeting of the association, to be held on <strong>[meeting date and time]</strong> and at any adjournment of the meeting.</p>
<p>This form is to be used <strong>[in favour of / against]</strong> the following resolutions-</p>
<p><strong>[List relevant resolutions]</strong></p>
<p>Signed this <strong>[todays date]</strong></p>
<p>Signed <strong>[signature]</strong></p>
<h2>41. Minutes of general meetings</h2>
<ol>
<li>The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each general meeting are entered in a minute book.</li>
<li>To ensure the accuracy of the minutes-<ol>
<li>the minutes of each general meeting must be signed by the facilitator of the meeting, or the facilitator of the next general meeting, verifying their accuracy; and</li>
<li>the minutes of each annual general meeting must be signed by the facilitator of the meeting, or the facilitator of the next meeting of the association that is a general meeting or annual general meeting, verifying their accuracy.</li>
</ol>
</li>
<li>If asked by a member of the association, the management committee must, within 28 days after the request is made-<ol>
<li>make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place; and</li>
<li>give the member copies of the minutes of the meeting.</li>
</ol>
</li>
<li>The association may require the member to pay the reasonable costs of providing copies of the minutes.</li>
</ol>
<h2>42. By-laws</h2>
<ol>
<li>The management committee may make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of the association.</li>
<li>A by-law may be set aside by a vote of members at a general meeting of the association.</li>
</ol>
<h2>43. Alteration of rules</h2>
<ol>
<li>Subject to the Act, these rules may be amended, repealed or added to by a special resolution carried at a general meeting.</li>
<li>However an amendment, repeal or addition is valid only if it is registered by the chief executive.</li>
</ol>
<h2>44. Omitted</h2>
<h2>45. Funds and accounts</h2>
<ol>
<li>The funds of the association must be kept in an account in the name of the association in a financial institution decided by the management committee.</li>
<li>Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the association.</li>
<li>All amounts must be deposited in the financial institution account as soon as practicable after receipt.</li>
<li>A payment by the association of $100 or more must be made by cheque or electronic funds transfer.</li>
<li>If a payment of $100 or more is made by cheque, the cheque must be signed by any 2 of the following-<ol>
<li>the president;</li>
<li>the secretary;</li>
<li>the treasurer;</li>
<li>any 1 of 3 other members of the association who have been authorised by the management committee to sign cheques issued by the association.</li>
</ol>
</li>
<li>However, 1 of the persons who signs the cheque must be the president, the secretary or the treasurer.</li>
<li>Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed ‘not negotiable’.</li>
<li>A petty cash account must be kept on the imprest system, and the management committee must decide the amount of petty cash to be kept in the account.</li>
<li>All expenditure must be approved or ratified at a general meeting.</li>
</ol>
<h2>46. General financial matters</h2>
<ol>
<li>On behalf of the management committee, the treasurer must, as soon as practicable after the end date of each financial year, ensure a financial statement for its last reportable financial year is prepared.</li>
<li>The income and property of the association must be used solely in promoting the association’s objects and exercising the association’s powers.</li>
</ol>
<h2>47. Documents</h2>
<ol>
<li>The management committee must ensure the safe custody of books, documents, instruments of title and securities of the association.</li>
</ol>
<h2>48. Financial year</h2>
<ol>
<li>The end date of the association’s financial year is March 31 each year.</li>
</ol>
<h2>49. <strong>Use of income and assets</strong></h2>
<ol>
<li><strong>The assets and income of the organisation shall be applied solely to further its objects and no portion shall be distributed directly or indirectly to the members of the organisation except as genuine compensation for services rendered or expenses incurred on behalf of the organisation.</strong></li>
</ol>
<h2>50. <strong>Revocation of deductible gift recipient status</strong></h2>
<ol>
<li><strong>If the organisation is wound up or its endorsement as a deductible gift recipient is revoked (whichever occurs first), any surplus of the following assets shall be transferred to another organisation with similar objects, and which is charitable at law, to which income tax deductible gifts can be made:</strong>
<ol>
<li><strong>gifts of money or property for the principal purpose of the organisation</strong></li>
<li><strong>contributions made in relation to an eligible fundraising event held for the principal purpose of the organisation.</strong></li>
<li><strong>money received by the organisation because of such gifts and contributions.</strong></li>
</ol>
</li>
</ol>