ASSOCIATION OF CONSULTANTS IN ACCESS, AUSTRALIA

ARTICLES OF ASSOCIATION

Lodged with the Registrar-General on February 25, 2000 by Helen McAuley
33 Thesiger Court, DEAKIN, ACT 2600

(This annexure of 17 pages is the annexure referred to as Annexure 1 in clauses 8 and 9 of the Application to Incorporate Association form signed by us and dated February 11th 2000.)

Address for all correspondence:
326 Autumn Street, Herne Hill, VIC 3219 Ph: (03) 5221 2820

Table of Provisions

NAME

The name of the incorporated Association shall be Association of Consultants in Access, Australia (in these rules called "ACAA" or "the Association")

Table of Provisions

mission statement

The Association is committed to promoting and facilitating equitable access to the built environment for people with a disability.

Table of Provisions

OBJECTS

The objects for which the Association is established are:

1.0 - To serve as the national professional association for access consultants, and in this role to:

• Establish and maintain a national system for accreditation of members.
• To assist in developing national competency standards for accreditation of members.
• Advise on the development of educational courses suitable for accreditation of members.
• Promote the use of ACAA accredited access consultants.
• Contribute to the continuing professional development of members.
• Develop other membership services that will facilitate informed skilled and responsible access practice by members.

2.0 - To serve as a national professional association on access to the built environment for people with a disability, and in the role to foster, influence and contribute to:

• Government, industry, and community policies, codes, regulations, and practices in relation to developing and maintaining appropriate standards for access to the built environment.
• Education and training of built environment designers and related practitioners.
• Education and training of practitioners in accessible built environments.
• Informed, skilled, and responsible practice of access consultancy.
• Research on access to the built environment and practice.
• Knowledge within government, industry and the community of access and disability.
  

3.0 - To take such other actions as will further realise the mission of the Association.

Table of Provisions

POWERS OF THE ASSOCIATION

The powers of the Association shall be:

(1) The Association has, in the exercise of its affairs, all the powers of an individual.

(2) The Association may, for example:

(a) enter into contracts; and
(b) acquire, hold, deal with and dispose of property; and
(c) make charges for services and facilities it supplies; and
(d) do other things necessary or convenient to be done in carrying out its affairs.

(3) The Association may prepare By-Laws to assist in the management of the Association.

Table of Provisions

RULES OF ASSOCIATION

TABLE OF PROVISIONS

ASSOCIATION OF CONSULTANTS IN ACCESS, AUSTRALIA
NAME
MISSION STATEMENT
OBJECTS
POWERS OF THE ASSOCIATION

PART I – PRELIMINARY
1. Interpretation

PART II - MEMBERSHIP
2. Classes of Membership
3. Membership qualifications
4. Nomination for membership
5. Membership entitlements not transferable
6. Cessation of membership
7. Resignation of membership
8. Fee, subscriptions, etc
9. Members' liabilities
10. Disciplining of members
11. Right of appeal of disciplined member

PART III - THE COMMITTEE
12. Powers of the Committee
13. Constitution and membership
14. Election of Committee members
15. Secretary
16. Treasurer
17. Vacancies
18. Removal of Committee members
19. Committee meetings and quorum
20. Delegation by Committee to Sub-Committee
21. Voting and decisions
22. Meetings and Resolutions of Committee by electronic means

PART IV - GENERAL MEETINGS
23. Annual general meetings - holding of
24. Annual general Meetings - calling of and business at
25. General meetings - calling of
26. Notice
27. General meetings - procedure and quorum
28. Presiding member
29. Adjournment
30 Making of decisions
31. Voting
32. Appointment of proxies

PART V - MISCELLANEOUS
33. Funds - source
34. Funds - management
35. Alteration of objects and rules
36. Common seal
37. Custody of books
38. Inspection of books
39. Service of notice
40. Surplus property

APPENDIX 1
APPLICATION FOR MEMBERSHIP

APPENDIX 2
FORM OF APPOINTMENT OF PROXY

PART I – PRELIMINARY

1. Interpretation

(1) In these rules, unless a contrary intention appears -

"Access" refers to equitable access for all, including people with disabilities, to any aspect of the built environment, services & facilities.
"Built environment" refers to any aspect of the man-made environment, including buildings or parts of buildings, transport, outdoor spaces, equipment, information, communications, and management practices relating to the environment.
"Access consultant" refers to an individual who offers professional services in relation to access (as defined above).
"Accredited member" refers to a natural person, not being a company, firm, organisation, or other group, who supports the objects of the Association, who practises as an access consultant, and who has demonstrated competency to an accredited level as established by the Association;
"financial year" means the year ending on 30 June;
"member" means a member, however described, of the association;
"ordinary committee member" means a member of the committee who is not an office-bearer of the association as referred to in paragraph 13(1)(a);
“appointed committee member” means a member appointed in accordance with paragraph 13(1)(c) and 13(5);
“elected committee” means the committee elected in accordance with paragraph 14;
"secretary" means the person holding the office under these rules as secretary of the association or, where no such person holds that office, the public officer of the association;
"the Act" means the Associations Incorporation Act 1991;
"the Regulations" means the Associations Incorporation Regulations.

(2) In these rules -

(a) a reference to a function includes a reference to a power, authority and duty; and
(b) a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power, or authority or the performance of the duty.

(3) The provisions of the Interpretation Act 1967 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.

Back to Table of Provisions

PART II - MEMBERSHIP

2. Classes of Membership

(1)There shall be eight classes of Member, as follows:

(a) Accredited Member - A person who supports the Objects of the Association, who practises as an access consultant, and who has demonstrated competency to an accredited level, as established by the Association.
(b) Associate Member - A person who supports the Objects of the Association, who practises as an access consultant, but who is yet to demonstrate competency to an accredited level, as established by the Association.
(c) Affiliate Member - A person who supports the Objects of the Association, but who does not practise as an access consultant and has not demonstrated competency to an accredited level as established by the Association.
(d) Affiliate Organisation - A company, firm, organisation, or other group which supports the Objects of the Association.
(e) Retired Member – A member who has retired from active practice as an access consultant and who would wish to continue their keen interest in the Association and access.
(f) Life Member – A person who has provided meritorious service to the Association.
(g) Fellow - A member who has made a significant contribution in the field of access.
(h) Honorary Member - A person of eminence in a related field who has contributed to an accessible built environment.
Retired Members may continue to provide input on working parties, attend meetings and contribute their historical knowledge. Life Member, Fellow and Honorary Member shall be honorary awards at the discretion of the Management Committee, with Life Members and Honorary Members exempt from paying further membership fees.

(2) Voting shall be in accordance with Rule 31 Clause(1)

(3) Initial membership shall be as follows:

(a) for a period of 12 months from the time of incorporation, those people on the Mailing List of the unincorporated Association shall automatically be eligible  for membership of the Association.
(b) the classification of initial membership will be determined by an Accreditation Committee, who will develop competency standards for accreditation, including guidelines and procedures for recognition of prior experience, in the absence of qualifications.

3. Membership qualifications

A person is qualified to be a member if -

(a) the person is a person referred to in paragraph 21(2)(a) or(b) of the Act and has not ceased to be a member of the Association at any time after incorporation of the Association under the Act; or
(b) the person -

(i) has been nominated for membership in accordance with rule 4(1); and
(ii) has been approved for membership of the association by the committee of the association.

4. Nomination for membership

(1) Every applicant for any class of membership of the Association (other than the members of the unincorporated Association referred to in rule 2(3) shall be proposed by one (1) member of the Association and seconded by another member, both of whom must be financial members of the Association.

(2) A nomination of a person for membership of the Association -

(a) shall be made in writing in the form set out in Appendix 1 to these rules; and
(b) shall be lodged with the Secretary of the Association; and

(3) As soon as is practicable after receiving a nomination for membership, the Secretary shall refer the nomination to the Committee which shall determine whether to approve or to reject the nomination.

(4) Where the Committee determines to approve a nomination for membership, the Secretary shall as soon as practicable after that determination notify the nominee of that approval and request the nominee to pay within 28 days after receipt of the notification the sum payable under these rules by a member as the entrance fee and the first year's annual subscription.

(5) The Secretary shall, on payment by the nominee of the amounts referred to in subrule(4) within the period referred to in that subrule, enter the nominee's name in the register of members and, upon the name being so entered, the nominee shall become a member of the Association.

5. Membership entitlements not transferable

A right, privilege or obligation which a person has, by reason of being a member of the Association -

(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon cessation of the person's membership.

6. Cessation of membership

A person ceases to be a member of the Association if the person -

(a) dies or, in the case of a body corporate, is wound up;
(b) resigns from membership of the Association;
(c) is expelled from the Association; or
(d) fails to renew membership of the Association.

7. Resignation of membership

(1) A member is not entitled to resign from membership of the Association except in accordance with this rule.

(2) A member who has paid all amounts payable by the member to the Association may resign from membership of the Association by first giving notice(being not less than 1 month or, if the Committee has determined a shorter period, that shorter period) in writing to the Secretary of the member's intention to resign and, upon the expiration of the period of notice, the member ceases to be a member;

(3) When a person ceases to be a member, the Secretary shall make an appropriate entry in the register of members, recording the date on which the member ceased to be a member.

8. Fee, subscriptions, etc.

(1) The entrance fee to the Association is $l, or if any other amount has been determined by resolution of the Committee, such other amount.

(2) The annual membership fee of the Association is $2, or if any other amount has been determined by resolution of the Committee, that other amount..

(3) The annual membership fee is payable -

(a) except as provided by paragraph(b), before 1 July in each calendar year; or
(b) where a person becomes a member on or after 1 July in any calendar year, before 1 July in each succeeding calendar year.

9. Members' liabilities

The liability of a member to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required by rule 8.

10. Disciplining of members

(1) Where the Committee is of the opinion that a member -

(a) has persistently refused or neglected to comply with a provision of these rules; or
(b) has persistently and wilfully acted in a manner prejudicial to the interests of the Association,
the Committee may, by resolution -
(c) expel the member from the Association; or
(d) suspend the member from such rights and privileges of membership of the Association as the Committee may determine for a specified period.

(2) A resolution of the Committee under subrule(1) is of no effect unless the Committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under subrule(3), confirms the resolution in accordance with this rule.

(3) Where the Committee passes a resolution under subrule(1), the Secretary shall, as soon as practicable, cause a notice in writing to be served on the member -

(a) setting out the resolution of the Committee and the grounds on which it is based;
(b) stating that the member may address the Committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;
(c) stating the date, place and time of that meeting; and
(d) informing the member that the member may do either or both of the following:

(i) attend and speak at that meeting;
(ii) submit to the Committee at or prior to the date of that meeting written representations relating to the resolution.

(4) Subject to section 50 of the Act, at a meeting of the Committee mentioned in subrule(2), the Committee shall -

(a) give to the member mentioned in subrule(1) an opportunity to make oral representations;
(b) give due consideration to any written representations submitted to the Committee by that member at or prior to the meeting; and
(c) by resolution determine whether to confirm or to revoke the resolution of the made under subrule(1).

(5) Where the Committee confirms a resolution under subrule(4), the Secretary shall, within 7 days after that confirmation, by notice in writing inform the member of that confirmation and of the member's right of appeal under rule 11.

(6) A resolution confirmed by the Committee under subrule(4) does not take effect –

(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
(b) where within that period the member exercises the right of appeal, unless and until the Association confirms the resolution in accordance with rule 11(4).

11. Right of appeal of disciplined member

(1) A member may appeal to the Association in general meeting against a resolution of the Committee which is confirmed under rule 10(4), within 7 days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect.

(2) Upon receipt of a notice under subrule(1), the Secretary shall notify the Committee which shall convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice or as soon as possible after that date.

(3) Subject to section 50 of the Act, at a general meeting of the Association convened under subrule(2)

(a) no business other than the question of the appeal shall be transacted;
(b) the Committee and the member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and
(c) the members present shall vote by secret ballot on the question of whether the resolution made under rule 10(4) should be confirmed or revoked.

(4) If the meeting passes a special resolution in favour of the confirmation of the resolution made under rule 10(4), that resolution is confirmed.

Back to Table of Provisions

PART III - THE COMMITTEE

12. Powers of the Committee

The Committee, subject to the Act, the Regulations, these rules, and to any resolution passed by the Association in general meeting -

(a) shall control and manage the affairs of the Association;
(b) may exercise all such functions as may be exercised by the Association other than those functions that are required by these rules to be exercised by the Association in general meeting; and
(c) has power to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of the Association.

13. Constitution and membership

(1) The Committee shall consist of -

(a) the office-bearers of the Association; and
(b) 4 ordinary committee members;
each of whom shall be elected pursuant to rule 14 or appointed in accordance with sub-rule(4); and
(c) up to two members appointed by the elected committee in accordance with sub-rule(5).

(2) The office bearers of the Association shall be -

(a) the President;
(b) the Vice-President;
(c) the Treasurer; and
(d) the Secretary.

(3) Each member of the Committee shall, subject to Rule 14, hold office until the conclusion of the annual general meeting following the date of the member's election, but is eligible for re-election.

(4) In the event of a vacancy in the membership of the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to Rule 14, until the conclusion of the annual general meeting next following the date of the appointment.

(5) The appointed committee members shall hold office for two years but can be reappointed.  Vacancies can be filled at any time by the elected committee.

14. Election of Committee members

(1) Nominations of candidates for election as office-bearers of the Association or as ordinary Committee members -

(a) shall be made in writing, signed by 2 members of the Association and accompanied by the written consent of the candidate(which may be endorsed on the nomination form); and
(b) shall be delivered to the Secretary of the Association not less than 7 days before the date fixed for the annual general meeting at which the election is to take place.

(2) 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.

(3) If insufficient further nominations are received, any vacant positions remaining on the Committee shall be deemed to be vacancies.

(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be taken to be elected.

(5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.

(6) The ballot for the election of office-bearers and ordinary Committee members shall be conduced at the annual general meeting in such manner as the Committee may direct.

(7) A person is not eligible to simultaneously hold more than 1 position on the Committee.

(8) Committee members shall be elected for a maximum two(2) years period.  A Committee member retiring after this period can seek re-election for a further two(2) year period.

(9) In accordance to Clause 8, The division shall be Vice President and Secretary plus two(2) Ordinary Members and the following year President and Treasurer and remaining Members.

15. Secretary

(1) The Secretary of the Association shall, as soon as practicable after being appointed as Secretary, notify the Association of his or her address.

(2) The Secretary shall keep minutes of -

(a) all elections and appointments of office-bearers and ordinary Committee members;
(b) the names of members of the Committee present at a Committee meeting or a general meeting; and
(c) all proceedings at Committee meetings and general meetings.

(3) Minutes of proceedings at a meeting shall be signed by the person presiding at the meeting or by the person presiding at the next succeeding meeting.

16. Treasurer

(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.

17. Vacancies

(1) For the purposes of these rules, a vacancy in the office of a member of the Committee occurs if the member -

(a) dies;
(b) ceases to be a member of the Association;
(c) resigns the office;
(d) is removed from office pursuant to rule 18;
(e) becomes an insolvent under administration within the meaning of the Corporations Law;
(f) becomes incapable of performing their duties of office.
(g) is disqualified from office under sub-section 63(1) of the Act; or
(h) is absent without the consent of the Committee from all meetings of the Committee held during a period of 6 months.

18. Removal of Committee members

The Association in general meeting may by resolution, subject to section 50 of the Act, remove any member of the Committee from the office of member of the Committee before the expiration of the member's term of office.

19. Committee meetings and quorum

(1) The Committee shall meet at least 3 times in each calendar year at such place and time as the Committee may determine.

(2) Additional meetings of the Committee may be convened by any member of the Committee.

(3) Oral or written notice of a meeting of the Committee shall be given by the Secretary to each member of the Committee at least 48 hours(or such other period as may be unanimously agreed upon by the members of the Committee) before the time appointed for the holding of the meeting.

(4) Notice of a meeting given under subrule(3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the Committee members present at the meeting unanimously agree to treat as urgent business.

(5) Any 4 members of the committee constitutes a quorum.

(6) No business shall be transacted by the Committee unless a quorum is present and if within half an hour after be time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day in the following week.

(7) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall be dissolved.

(8) At meetings of the Committee -

(a) the President or in the absence of the President, the Vice-President shall preside; or
(b) if the President and the Vice-President are absent, 1 of the remaining members of the Committee may be chosen by the members present to preside.

20. Delegation by Committee to Sub-Committee

(1) The Committee may, by instrument in writing, delegate to 1 or more Sub-Committees(consisting of such member or members of the Association as the Committee thinks fit) the exercise of such of the functions of the Committee as are specified in the instrument, other than -

(a) this power of delegation; and
(b) a function which is a function imposed on the Committee by the Act, by any other law of the Territory, or by resolution of the Association in general meeting.

(2) A function, the exercise of which has been delegated to a Sub-Committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the Sub-Committee in accordance with the terms of the delegation.

(3) A delegation under this rule may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.

(4) Notwithstanding any delegation under this rule, the Committee may continue to exercise any function delegated.

(5) Any act or thing done or suffered by a Sub-Committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the Committee.

(6) The Committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.

(7) A Sub-Committee may meet and adjourn as it thinks proper.

21. Voting and decisions

(l) Questions arising at a meeting of the Committee or of any Sub-Committee appointed by the Committee shall be determined by a majority of the votes of members of the Committee or Sub-Committee present at the meeting.

(2) 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 1 vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(3) Subject to rule 19(5), the Committee may act notwithstanding any vacancy on the Committee.

(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee or by a Sub-Committee appointed by the Committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Committee or Sub-Committee.

22. Meetings and Resolutions of Committee by electronic means

(1) Meetings of the Committee by electronic means:

(a) meetings of the Committee may be conducted in person, by telephone, closed circuit television, other electronic means or a mixture of these means, and shall hold the same power as meetings at which all members are present in person. All the rules and provisions related to meetings shall also apply to such meetings held by electronic means.
(b) notice of meeting of the Committee may also be received by telephone or electronic means.
(c) minutes should be kept and must be certified as a record of such meetings.

(2) Resolutions of the Committee by electronic means:

(a) a resolution in writing communicated by post, facsimile, or electronic mail, to all the members of the Committee for the time being entitled to receive notice of a meeting of the Committee shall be as valid and effectual as if it had been passed at a meeting of the management Committee duly convened and held provided that:

(i) the resolution is signed by all the members of the Committee; or
(ii) the resolution is signed by a majority of the members of the Committee and:

(A) all members of the Committee have been sent notice of the proposed resolution; and
(B) the Secretary has not received a request that the resolution be put to a meeting from a member of the Committee within five(5) days from the date on which the notice is deemed to be effected(rule 39).

(b) any such resolution may consist of several documents in like form, each signed by 1 or more members of the management Committee, and shall take effect:

(i) where the resolution is signed by all members of the management Committee, on the date the last Committee member signed; or
(ii) where the resolution is signed by a majority of members of the management Committee, either on the date the last Committee member signed or the date which is five(5) days after the date on which the notice is deemed to be effected(Rule 39), whichever is the later.

Back to Table of Provisions

PART IV - GENERAL MEETINGS

23. Annual general meetings - holding of

(1) With the exception of the first annual general meeting of the Association, the Association shall, at least once in each calendar year and within the period of 5 months after the expiration of each financial year of the Association, convene an annual general meeting of its members.

(2) The Association shall hold its first annual general meeting -

(a) within the period of 18 months after its incorporation under the Act; and
(b) within the period of 5 months after the expiration of the first financial year of the Association.

(3) Sub-rules(1) and(2) have effect subject to the powers of the Registrar-General under section 120 of the Act in relation to extensions of time.

24. Annual general Meetings - calling of and business at

(1) The annual general meeting of the Association shall, subject to the Act, be convened on such date and at such place and time as the Committee thinks fit.

(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be -

(a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
(b) to receive from the Committee reports on the activities of the Association during the last preceding financial year;
(c) to elect members of the Committee, including office-bearers; and
(d) to receive and consider the statement of accounts and the reports that are required ­to be submitted to members pursuant to subsection 73(1) of the Act.

(3) An annual general meeting shall be specified as such in the notice convening it in accordance with rule 26.

(4) An annual general meeting shall be conducted in accordance with the provisions of this Part.

25. General meetings - calling of

(1) The Committee may, whenever it thinks fit, convene a general meeting of the Association.

(2) The Committee shall, on the requisition in writing of not less than 5 per cent of the total number of members, convene a general meeting of the Association.

(3) A requisition of members for a general meeting -

(a) shall state the purpose or purposes of the meeting;
(b) shall be signed by the members making the requisition;
(c) shall be lodged with the Secretary; and
(d) may consist of several documents in a similar form, each signed by 1 or more of the members making the requisition.

(4) If the Committee fails to convene a general meeting within 1 month after the date on which a requisition of members for the meeting is lodged with the Secretary, any 1 or more of the members who made the requisition may convene a general meeting to be held not later than 3 months after that date.

(5) A general meeting convened by a member or members referred to in subrule(4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the Committee and any member who thereby incurs expense is entitled to be reimbursed by the Association for any reasonable expense so incurred.

26. Notice

(1) Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the Secretary shall, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by electronic means to the extent permitted by the law, or by pre-paid post, to each member at the member's address appearing in the register of members a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

(2) Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the Secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in subrule(1) specifying, in addition to the matter required under that subrule, the intention to propose the resolution as a special resolution.

(3) No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to subrule 24(2).

(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.

27. General meetings - procedure and quorum

(1) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.

(2) Five(5) members present in person(being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the same time and(unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present(being not less than 3) shall constitute a quorum.

28. Presiding member

(l) The President, or in the absence of the President, the Vice-President, shall preside at each general meeting of the Association.

(2) If the President and the Vice-President are absent from a general meeting, the members present shall elect 1 of their number to preside at the meeting.

29. Adjournment

(1) The person presiding at a general meeting at which a quorum is present may, with the consent of the majority of members present at 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 general meeting is adjourned for 14 days or more, the Secretary shall give written or oral notice of the adjourned meeting to each member of the Association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(3) Except as provided in subrules(l) and(2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

30. Making of decisions

(1) A question arising at a general meeting of the Association shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

(2) At a general meeting of the Association, a poll may be demanded by the person presiding or by not less than 3 members present in person or by proxy at the meeting.

(3) Where the poll is demanded at a general meeting, the poll shall be taken -

(a)        immediately in the case of a poll which relates to the election of the person to preside at the meeting or to the question of an adjournment; or
(b)        in any other case, in such manner and at such time before the close of the meeting as the person presiding directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.

31. Voting

(1) Accredited Members only shall have voting rights.

(2) Subject to subrule(3), upon any question arising at a general meeting of the Association a member has 1 vote only.

(3) All votes shall be given personally or by proxy but no member may hold more than 5 proxies.

(4) In the case of an equality of votes on a question at a general meeting, the person presiding is entitled to exercise a second or casting vote.

(5) A member or proxy is not entitled to vote at any general meeting of the Association unless all money due and payable by the member or proxy to the Association has been paid, other than the amount of the annual subscription payable in respect of the then current year.

32. Appointment of proxies

(1) Each member shall be entitled to appoint another member as proxy by notice given to the Secretary no later than 48 hours before the time of the meeting in respect of which the proxy is appointed.

(2) The notice appointing the proxy shall be in the form set out in Appendix 2 to these rules. Each member may nominate three persons in order of preference from whom the Secretary shall appoint their proxy.

(3)        The Secretary shall assign proxies to the first nominee in chronological order of receipt. In the event that the first nominee has been assigned more than 5 proxy votes, the Secretary shall reassign the proxy to the next preference as shown on the Proxy Form.

(4) In the event that all nominees have been assigned the maximum allowable number of proxies, the Secretary must contact the member to obtain further nominations so that a suitable proxy may be appointed.

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PART V - MISCELLANEOUS

33. Funds - source

(1) The funds of the Association shall be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Association in general meeting and subject to section 114 of the Act, such other sources as the Committee determines.

(2) All money received by the Association shall be deposited as soon as practicable and without deduction to the credit of the Association's bank account.

(3) The Association shall, as soon as practicable after receiving any money, issue an appropriate receipt.

34. Funds - management

(1) Subject to any resolution passed by the Association in general meeting, the funds of the Association shall be used in pursuance of the objects of the Association in such manner as the Committee determines.

(2) The assets and income of the Association shall be applied solely in the furtherance of its above mentioned objectives and no portion shall be distributed directly or indirectly to the members of the Association except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

(3) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any 2 members of the Committee or employees of the Association, being members of the Committee or employees authorised to do so by the Committee.

35. Alteration of objects and rules

Neither the objects of the Association referred to in section 29 of the Act nor these rules shall be altered except in accordance with the Act.

36. Common seal

(1) The common seal of the Association shall be kept in the custody of the Secretary.

(2) 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 either of 2 members of the Committee or of 1 member of the Committee and of the Secretary.

37. Custody of books

Subject to the Act, the Regulations and these rules, the Secretary shall keep in his or her custody or under his or her control all records, books, and other documents relating to the Association.

38. Inspection of books

The records, books and other documents of the Association shall be open to inspection at a place in the Territory, free of charge, by a member of the Association at any reasonable hour.

39. Service of notice

(1) For the purpose of these rules, a notice may be served by or on behalf of the Association upon any member either personally or by sending it by post, by electronic mail, or facsimile transmission, to the member at the member's address, electronic mail address, or facsimile number shown in the register of members.

(2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these rules to have been served on the person two(2) days after posting and, in any case, at the time at which the letter would have been delivered in the ordinary course of post.

(3) Where a notice is sent to a person by electronic mail, the notice shall be deemed to have been effected one(1) day after transmission subject to confirmation of an error free transmission.

(4) Where a notice is sent to a person by facsimile, the notice shall be deemed to have been effected on the date of transmission subject to a confirmation report showing an error free transmission.

40. Surplus property

(1) At the first general meeting of the Association, the Association shall pass a special resolution nominating -

(a) another Association for the purpose of paragraph 92(1)(a) of the Act; or
(b) a fund, authority or institution for the purpose of paragraph 92(1)(b) of the Act,
in which it is to vest its surplus property in the event of the dissolution or winding up of the Association.

(2) An Association nominated under paragraph(1)(a) must fulfil the requirements specified in subsection 92(2) of the Act.

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APPENDIX 1 

APPLICATION FOR MEMBERSHIP OF THE ASSOCIATION OF CONSULTANTS IN ACCESS, AUSTRALIA INCORPORATED

I, ________________________________
(full name of applicant)

of (address) __________________________________________

(phone) ________________________________

(fax) ________________________________

(email) ________________________________

(occupation) ________________________________________________

hereby apply to become a member of the above-named incorporated Association.  In the event of my admission as a member, I agree to be bound by the rules of the Association for the time being in force.

________________________________
(Signature of applicant)

Date ________________________________

I, ________________________________
(full name)
a member of the Association, nominate the applicant, who is personally known to me, for the membership of the Association.

________________________________
(Signature of proposer)

Date ________________________________

I, ________________________________
(full name)
a member of the Association, second the nomination of the applicant, who is personally known to me, for membership of the Association.

________________________________
(Signature of seconder)

Date ________________________________

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APPENDIX 2

FORM OF APPOINTMENT OF PROXY

I, ________________________________
(full name)

of
_____________________________________________________________________
(address)

being an accredited member of the Association Of Consultants In Access Australia Inc.

hereby nominate, in order of preference, the following three people:

all being accredited members of that incorporated Association, for one to be assigned as my proxy, pursuant of Rule 32 of the Articles of Association, to vote for me on my behalf at the general meeting of the Association (annual general meeting or other general meeting, as the case may be)

to be held on the ___________________________________

day of __________________________________

in the year of _________________ and at any adjournment of that meeting.

*My proxy is authorised to vote (delete as appropriate):

• in favour of the resolution
• against the resolution
• as they see fit
  (insert details if more than 1 resolution)

________________________________
(Signature of member appointing proxy)

Date: ____________________________

NOTE: A proxy vote may not be given to a person who is not a member of the Association.

*to be inserted if desired.

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