THECA's Constitution,  approved and registered by the Office of Fair Trading, can be downloaded here. (opens in a new window)

THE HUT ENVIRONMENTAL AND COMMUNITY ASSOCIATION INC

RULES

NAME

1. The name of the incorporated association shall be 'The Hut Environmental and Community Association Inc.' (in these Rules called 'the association').

                                                                        OBJECTS

2. The objects for which the association is established are -

• · to raise community awareness of environmental issues;
• · to take practical action to conserve and improve the local environment, including caring for and releasing native fauna;
• · to undertake environmental programs, including those related to native flora and fauna, in order to advance the natural environment;
• · to provide environmental information and education for the members of the association and for the wider community;
• · to provide activities and information on topics related to the well-being of the community and its environment;
• · to encourage participation in environmental and other activities by all members of the community regardless of gender, age, physical and intellectual ability, ethnicity or socio- economic circumstances, and provide special consideration for the needs and interests of the physically disabled; and
• · to work with other environmental, educational and community groups to further the objects above.

POWERS

3. (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 also issue secured and unsecured notes, debentures and debenture stock for the association.

CLASSES OF MEMBERSHIP

4. The membership of the association shall consist of the following classes of members:

(1)     Ordinary members:-

(a)     the number of ordinary members is unlimited.

(b)     membership of this class is open to anyone.

              (2)     Honorary Life members:-

(a)     the number of Honorary Life members is unlimited.

(b)     This class of member shall be an honorary position bestowed by the association upon persons considered to have made an outstanding contribution to the furtherance of the objects of the association.

              (3) Ordinary and Honorary Life members shall have the same rights to vote and to hold office.

5. Every applicant for any class of membership of the association shall make application for membership either on-line, or in writing signed by the applicant, and in such form as the management committee from time to time prescribes; and shall be proposed and seconded by two members of the association.

MEMBERSHIP FEES

6. (1) The membership fees for each class of membership shall be such sum as the members from time to time at any general meeting so determine, provided that: the management committee may determine a reduced membership fee for ordinary members in special circumstances (for example who are full-time students, unemployed, or pensioners, or where there are two ordinary members in the same family).

              (2)     The membership fees for each class of membership shall be payable at such time and in such manner as the management committee shall from time to time determine.

ADMISSION AND REJECTION OF MEMBERS

7. (1) At the next meeting of the management committee after the receipt of any application and the fee applicable for any class of membership, such application shall be considered by the management committee, who shall thereupon determine upon the admission or rejection of the applicant.

              (2)     The management committee must ensure that, as soon as possible after the person applies to become a member of the association, and before the management committee considers the person’s application, the person is advised—

(a)     whether or not the association has public liability insurance; and

(b)     if the association has public liability insurance—the amount of the insurance.

              (3)     Any applicant who receives a majority of the votes of the members of the management committee present at the meeting at which such application is being considered shall be accepted as a member to the class of membership applied for.

              (4)     Upon the acceptance or rejection of an application for any class of membership the secretary shall forthwith-give the applicant notice in writing of such acceptance or rejection.

TERMINATION OF MEMBERSHIP

8. (1) A member may resign from the association at any time by giving notice in writing to the secretary.

              (2)     Such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date.

              (3)     If a member

(a)     is convicted of an indictable offence; or

(b)     fails to comply with any of the provisions of these Rules; or

(c)      has membership fees in arrears for a period of two months or more; or

(d)     conducts himself or herself in a manner considered to be injurious or prejudicial to the character or interests of the association, then

the management committee shall consider whether his or her membership shall be terminated.

             (4)     The member concerned shall be given a full and fair opportunity of presenting his or her case and if the management committee resolves to terminate his or her membership it shall instruct the secretary to advise the member in writing accordingly.

APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP

9. (1) A person whose application for membership has been rejected or whose membership has been terminated may within one month of receiving written notification thereof, lodge with the secretary written notice of his or her intention to appeal against the decision of the management committee.

              (2)     Upon receipt of a notification of intention to appeal against rejection or termination of membership the secretary shall convene within three months of the date of receipt by the secretary of such notice, a general meeting to determine the appeal.

              (3)     At any such meeting the applicant shall be given the opportunity to fully present the applicant's case, and the management committee or those members thereof who rejected the application for membership or terminated the membership subsequently shall likewise have the opportunity of presenting its or their case.

              (4)     The appeal shall be determined by the vote of the members present at such meeting.

              (5)     Where a person whose application is rejected does not appeal against the decision of the management committee within the time prescribed by these Rules or so appeals but the appeal is unsuccessful, the secretary shall forthwith refund the amount of any fee paid.

REGISTER OF MEMBERS

10. (1) The management committee shall cause a Register to be kept in which shall be entered the names and residential addresses of all persons admitted to membership of the association and the dates of their admission.

              (2)     Particulars shall also be entered into the Register of deaths, resignations, terminations and reinstatements of membership or any further particulars as the management committee or the members at any general meeting may require from time to time.

              (3)     The Register shall be open for inspection at all reasonable times by any member who previously applies to the secretary for such inspection.

              (4)   However, the management committee may, in relation to an application by a member under sub-rule 10(3), direct the secretary to withhold information about another member (other than that member’s full name) from the Register if the management committee has reasonable grounds for believing the disclosure of the information would put that other member at risk of harm.

              (5)     A member of the association must not—

(a)     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

(b)     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.

              (6)     Sub-rule (5) does not prevent the association forwarding to its members information from similar environmental or community organisations.

SECRETARY

11. (1) If a vacancy happens in the office of secretary, the members of the management committee must appoint or elect a secretary within I month after the vacancy happens.

              (2)     The secretary must be an individual, residing in Queensland, who is a member of the association:

(a)     elected by the association as secretary; or

(b)     a member of the association's management committee appointed by the committee as secretary.

              (3)     The management committee may appoint and remove the secretary at any time.

              (4)  The secretary’s functions include, but are not limited to—

(a)     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;

(b)     keeping minutes of each meeting;

(c)     keeping copies of all correspondence and other documents relating to the association; and

(d)     maintaining the register of members of the association.

MEMBERSHIP OF MANAGEMENT COMMITTEE

12. (1) The management committee of the association shall consist of a president, vice-president, secretary, treasurer, all of whom shall be members of the association, and such number of other members as the members of the association at any General Meeting may from time to time elect or appoint.

              (2)     At the annual general meeting of the association, all the members of the management committee for the time being as defined in 12 (1) above shall retire from office, but shall be eligible upon nomination for re-election.

              (3)     The election of officers and other members of the management committee as defined in 12(1) above shall take place in the following manner:-

(a)     Any two members of the association shall be at liberty to nominate any other member to serve as an officer or other member of the management committee;

(b)     The nomination, which shall be in writing and signed by the member and his proposer and seconder, shall be Iodged with the secretary at least fourteen days before the annual general meeting at which the election is to take place;

(c)     A list of the candidates' names in alphabetical order with the proposer’s and seconder's names shall be posted in a conspicuous place in the office or visual place of meeting of the association for at Ieast seven days immediately preceding the annual general meeting;

(d)     Balloting lists shall be prepared (if necessary) containing the names of the candidates in alphabetical order; and each member present at the annual general meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies;

(e)     Should at the commencement of such meeting, there be an insufficient number of candidates nominated, nominations may be taken from the floor of the meeting.

RESIGNATION OR REMOVAL FROM OFFICE OF MEMBER OF MANAGEMENT COMMITTEE

13. (1) Any member of the management committee may resign from membership of the management committee at any time by giving notice in writing to the secretary but such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice, when it shall take effect on that later date, or such member may be removed from office at a general meeting of the association where that member shall be given the opportunity to fully present his or her case.

              (2)     The question of removal shall be determined by the vote of members present at such a general meeting.

              (3)     There is no right of appeal against a member's removal from office under this rule.

VACANCIES ON MANAGEMENT COMMITTEE

14. (1) The management committee shall have power at any time to appoint any member of the association to fill any casual vacancy on the management committee until the next annual general meeting.

              (2)     The continuing members of the management committee may act notwithstanding any casual vacancy in the management committee, but if and so long as their number is reduced to below the number fixed by or pursuant to these Rules as the necessary quorum of the management committee, the continuing member or members may act for the purpose of increasing the number of members of the management committee to that number or of summoning a general meeting of the association, but for no other purpose.

FUNCTIONS OF THE MANAGEMENT COMMITTEE

15. (1) Except as otherwise provided by these Rules and subject to resolutions of the members of the association carried at any general meeting the management committee:

(a)     shall have the general control and management of the administration of the affairs, property and funds of the association; and

(b)     shall have authority to interpret the meaning of these Rules and any matter relating to the association on which these Rules are silent.

              (2)     The management committee may exercise all the powers of the association -

(a)     to borrow or raise or secure the payment of money in such manner as the members of the association may think fit and secure the same 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 and in particular by the issue of debentures, perpetual or otherwise, charges upon all or any of the association's property, both present and future, and to purchase redeem or pay-off any such securities.

(b)     to borrow money from members and to pay interest on the amounts borrowed and to mortgage or charge its property or any part thereof and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the association, and to provide and pay off any such securities; and

(c)     to invest in such manner as the members of the association may from time to time determine.

MEETINGS OF THE MANAGEMENT COMMITTEE

16. (1) The management committee shall meet at least once every two calendar months to exercise its functions.

              (2)     The management committee must decide how a meeting is to be called.

              (3)     Notice of a meeting is to be given in the way decided by the management committee.

              (4)     A special meeting of the management committee shall be convened by the secretary on the requisition in writing signed by not less than one-third of the members of the management committee, which requisition shall clearly state the reasons why such a special meeting is being convened and the nature of the business to be transacted thereat.

              (5)     At every meeting of the management committee a simple majority of a number equal to the number of members elected and/or appointed to the management committee as at the close of the last general meeting of the members, shall constitute a quorum.

              (6)     Except as previously provided in this rule, the management committee may meet together and regulate its proceedings as it thinks fit, including permitting 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, and by such participation the committee member shall be deemed to be present at the meeting.

              (7)     However, questions arising at any meeting of the management committee shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative.

             (8)     A member of the management committee shall not vote in respect of any contract or proposed contract with the association in which the member is interested, or any matter arising thereout, and if the member does so vote, the member's vote shall not be counted,

              (9)     Not less than fourteen days’ notice shall be given by the secretary to members of the management committee of any special meeting of the management committee.

              (10)  Such notice shall clearly state the nature of the business to be discussed thereat.

              (11)  The president shall preside as chairperson at every meeting of the management committee, or if there is no president, or if at any meeting the president is not present within ten minutes after the time appointed for holding the meeting, the vice-president shall be chairperson or if the vice-president is not present then the members may choose one of their number to be chairperson of the meeting.

              (12)  lf within half an hour from the time appointed for the commencement of a management committee meeting a quorum is not present, the meeting, if convened upon the requisition of members of the management committee, shall lapse.

              (13)  In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other time and place as the management committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall lapse.

              (14)  (a)     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; and

(b)     to ensure the accuracy of the minutes, the minutes of each management committee meeting must be signed by the chairperson of the meeting, or the chairperson of the next management committee meeting, verifying their accuracy.

DELEGATION OF POWERS OF MANAGEMENT COMMITTEE

17. (1) The management committee may delegate any of its power to a sub-committee consisting of such members of the association as the management committee thinks fit.

              (2)     Any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the management committee.

              (3)     A sub-committee may elect a chairperson of its meetings.

              (4)     If no such chairperson is elected, or if at any meeting the chairperson is not present within ten minutes after the time appointed for the holding of the meeting, the members may choose one of their number to be chairperson of the meeting.

              (5)     A sub-committee may meet and adjourn as it thinks proper.

              (6)     Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative.

ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS

18. All acts done by any meeting of the management committee or of a sub-committee or by any person acting as a member of the management committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the management committee or person acting as aforesaid, or that, the members of the management committee or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the management committee.

RESOLUTIONS OF MANAGEMENT COMMITTEE WITHOUT MEETING

19. (1) A resolution in writing signed by all of the members of the management committee for the time being entitled to receive notice of a meeting of the management committee shall be as valid and effectual as if it has been passed at a meeting of the management committee duly convened and held.

              (2)     Any such resolution may consist of several documents in like form, each signed by one or more members of the management committee.

              (3)     For the purposes of this rule, signed shall include personal email communications or other personal electronic communications capable of being printed.

ANNUAL GENERAL MEETINGS

20. Each annual general meeting must be held:

              (1)     at least once each year; and

              (2)     within six months after the end of the association's previous financial year.

BUSINESS TO BE TRANSACTED AT ANNUAL GENERAL MEETING

21. The following business must be transacted at every annual general meeting:

              (1)     the receiving of the annual report of the activities of the association;

              (2)     the receiving of the statement of income and expenditure, assets and liabilities and of mortgages, charges and securities affecting the property of the association for the last financial year;

              (3)     the receiving of the auditor's report on the financial affairs of the association for the last financial year;

              (4)     the presenting of the audited statement to the meeting for adoption;

              (5)     the election of members of the management committee; and

              (6)     the appointment of an auditor.

SPECIAL GENERAL MEETING

22. (1) The secretary shall convene a special general meeting by sending out notice of the meeting within fourteen days of:

(a)     being directed to do so by the management committee;

(b)     being given a requisition in writing signed by not less than one-third of the members presently on the management committee or not less than the number of ordinary members of the association which equals double the number of members presently on the management committee plus one; or

(c)     being given a notice in writing of an intention to appeal against the decision of the management committee to reject an application for membership or to terminate the membership of any person.

              (2)     A requisition mentioned in sub-rule (1) (b) shall clearly state the reasons why such special general meeting is being convened and the nature of the business to be transacted thereat.

QUORUM AT GENERAL MEETING

23. (1) At any general meeting the number of members required to constitute a quorum shall be double the number of members presently on the management committee plus one.

              (2)     No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

              (3)     For the purposes of this rule "member" includes a person attending as proxy.

              (4)     If within half an hour from the time appointed for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of members of the management committee or the association shall lapse.

              (5)     In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the management committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

              (6)     The chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

              (7)     When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

              (8)     Save as aforesaid it shall not be necessary to give any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

NOTICE OF GENERAL MEETING

24. (1) The secretary shall convene all general meetings of the association by giving not less than 14 days’ notice of any such meeting to the members of the association.

              (2)     The manner by which such notice shall be given shall be determined by the management committee.

              (3)     However, notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of his or her membership by the management committee, and notice of a meeting called to hear and decide a proposed special resolution, shall be given in writing.

              (4)     Notice of a general meeting shall clearly state the nature of the business to be discussed thereat.

PROCEDURE AT GENERAL MEETING

25. (1) Unless otherwise provided by these Rules, at every general meeting:

(a)     the president shall preside as chairperson, or if there is no president, or if the president is not present within ten minutes after the appointed time for the holding of the meeting or is unwilling to act, the vice-president shall be the chairperson or if the vice-president is not present or is unwilling to act then the members present shall elect one of their number to be chairperson of the meeting; and

(b)     the chairperson shall maintain order and conduct the meeting in a proper and orderly manner; and

(c)     every question, matter or resolution shall be decided by a majority of votes of the members present; and

(d)     every member shall be entitled to one vote and in the case of an equality of votes the chairperson shall have a second or casting vote.

(e)     However no member shall be entitled to vote at any general meeting if his or her annual subscription is more than one month in arrears at the date of the meeting; and

(f)      voting shall be by show of hands or a division of members, unless not less than one-fifth of the members present demand a ballot, in which event there shall be a secret ballot; and

(g)     the chairperson shall appoint two members to conduct the secret ballot in such manner as he or she shall determine and the result of the ballot as declared by the chairperson shall be deemed to be the resolution of the meeting at which the ballot was demanded; and

(h)     a member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote; and

(i)      the instrument appointing a proxy shall be in writing, in the common or usual form under the hand of the appointer or of his or her attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised; and

(j)      a proxy may but need not be a member of the association; and

(k)     the instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot; and

(l)      the instrument appointing a proxy shall be deposited with the secretary prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote; and

(m)   where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or as near thereto as circumstances permit:-

THE HUT ENVIRONMENTAL AND COMMUNITY ASSOCIATION INC

I, ………………….................................................. of ........................................................................................, being a member of the above named association hereby appoint …………………………………………………………..

of ...................................................................,

as my proxy, to vote for me on my behalf at the (annual) general meeting of the association, to be held on the …….. day of ………., 20.., and at any

adjournment thereof.

Signed this ………….. day of ………….., 20…

Signature ………………………………………………..

This form is to be used * in favour of / * against [* strike out whichever is not desired]

the following resolutions:

              [List relevant resolutions]

Unless otherwise instructed, the proxy may vote as the proxy thinks fit.

*************************************

              (2)     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.

              (3)     To ensure the accuracy of the minutes—

(a)     the minutes of each general meeting must be signed by the chairperson of the meeting, or the chairperson of the next general meeting, verifying their accuracy; and

(b)     the minutes of each annual general meeting must be signed by the chairperson of the meeting, or the chairperson of the next meeting of the association that is a general meeting or annual general meeting, verifying their accuracy.

              (4)     If asked by a member of the association, the secretary must, within 28 days after the request is made—

(a)     make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place; and

(b)     give the member copies of the minutes of the meeting.

              (5)     The association may require the member to pay the reasonable costs of providing copies of the minutes.

BY-LAWS

26. The management committee may from time to time make, amend or repeal by-laws, not inconsistent with these Rules, for the internal management of the association and any by-law may be set aside by a general meeting of members.

ALTERATION OF RULES

27. (1) Subject to the provisions of the Associations Incorporation Act 1981, these Rules may be amended, rescinded or added to from time to time by special resolution carried at any general meeting.

              (2)     However, an amendment, rescission or addition is valid only if it is registered by the chief executive.

COMMON SEAL

28. (1) The management committee shall provide for a Common Seal and for its safe custody.

              (2)     The Common Seal shall only be used by the authority of the management committee and every instrument to which the seal is affixed shall be signed by a member of the management committee and shall be countersigned by the secretary or by a second member of the management committee or by some other person appointed by the management committee for the purpose.

FUNDS AND ACCOUNTS

29. (1) The funds of the association shall be banked in the name of the association in a financial institution decided by the management committee.

              (2)     Proper books and accounts shall be kept and maintained either in written or printed form in the English language showing correctly the financial affairs of the association and the particulars usually shown in books of a like nature.

              (3)     All moneys shall be banked as soon as practicable after receipt thereof.

              (4)     All amounts of $100 or over shall be paid by cheque or electronic funds transfer (EFT). A cheque must be signed by, or EFT payment set up and released by, any two of the president, secretary, treasurer or other member authorised from time to time by the management committee.

              (5)     Cheques shall be crossed "not negotiable" except those in payment of wages, allowances or petty cash recoupments which may be open.

              (6)     The management committee shall determine the amount of petty cash which shall be kept on the imprest system.

              (7)     All expenditure shall be approved or ratified at a management committee meeting.

              (8)     As soon as practicable after the end of each financial year the treasurer shall cause to be prepared a statement containing the particulars of -

(a)     the income and expenditure for the financial year just ended; and

(b)     the assets and liabilities and of all mortgages, charges and securities affecting the property of the association at the close of that year.

              (9)     The auditor must examine the statement prepared under sub-rule (8) and present a report on it to the members before the next annual general meeting following the financial year for which the audit was made.                 

              (10)  The assets and income of the association shall be applied solely in furtherance of the objects set out in rule 2 and no portion shall be distributed directly or indirectly to the members of the organisation except as bona fide compensation for services rendered or expenses incurred on behalf of the association.

DOCUMENTS

30. The management committee shall provide for the safe custody of books, documents, instruments of title and securities of the association.

FINANCIAL YEAR

31. The financial year shall close on the 31st day of December in each year.

DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY

32. (1) This rule applies if the association is wound up under part 10 of the Act and there are surplus assets after the satisfaction of all debts and liabilities.

              (2)     The surplus assets must not be distributed among the members but must be transferred to any organisation which has similar objects to the association and which has rules prohibiting the distribution of its assets and income to its members.

              (3)         In this rule 'surplus assets' has the meaning given by section 92(3) of the Act.

INTERPRETATION

33. In these Rules—

              (1)     Act means the Associations Incorporation Act 1981 and a word or expression that is not defined in these Rules, but is defined in the Act has, if the context permits, the meaning given by the Act.

              (2)     present—

(a)     at a management committee meeting, see rule 16 (6); or

(b)     at a general meeting, see rule 25 (1) (h) to (m).

                  (3)            signed or in writing includes a personal signature and electronic ‘signature’ evidenced by email or other printable electronic communication.