(1) The Association may, by resolution at a general meeting, make, amend or revoke by-laws.
(2) By-laws may —
(a) provide for the rights and obligations that apply to any classes of associate membership approved under rule 8(2); and
(b) impose restrictions on the committee’s powers, including the power to dispose of the Association’s assets; and
(c) impose requirements relating to the financial reporting and financial accountability of the Association and the auditing of the Association’s accounts; and
(d) provide for any other matter the Association considers necessary or convenient to be dealt with in the by-laws.
(3) A by-law is of no effect to the extent that it is inconsistent with the Act, the regulations or these rules.
(4) Without limiting subrule (3), a by-law made for the purposes of subrule (2)(c) may only impose requirements on the Association that are additional to, and do not restrict, a requirement imposed on the Association under Part 5 of the Act.
(5) At the request of a member, the Association must make a copy of the by-laws available for inspection by the member.
Executing documents and common seal
(1) The Association may execute a document without using a common seal if the document is signed by —
(a) 2 committee members; or
(b) one committee member and a person authorised by the committee.
(2) If the Association has a common seal —
(a) the name of the Association must appear in legible characters on the common seal; and
(b) a document may only be sealed with the common seal by the authority of the committee and in the presence of —
(i) 2 committee members; or
(ii) one committee member and a person authorised by the committee,
and each of them is to sign the document to attest that the document was sealed in their presence.
(3) The secretary must make a written record of each use of the common seal.
(4) The common seal must be kept in the custody of the secretary or another committee member authorised by the committee.
Giving notices to members
(1) In this rule —
recorded means recorded in the register of members.
(2) A notice or other document that is to be given to a member under these rules is taken not to have been given to the member unless it is in writing and —
(a) delivered by hand to the recorded address of the member; or
(b) sent by prepaid post to the recorded postal address of the member; or
(c) sent by facsimile or electronic transmission to an appropriate recorded number or recorded electronic address of the member.
Custody of books and securities
(1) Subject to subrule (2), the books and any securities of the Association must be kept in the secretary’s custody or under the secretary’s control.
(2) The financial records and, as applicable, the financial statements or financial reports of the Association must be kept in the treasurer’s custody or under the treasurer’s control.
(3) Subrules (1) and (2) have effect except as otherwise decided by the committee.
(4) The books of the Association must be retained for at least 7 years.
Record of office holders
The record of committee members and other persons authorised to act on behalf of the Association that is required to be maintained under section 58(2) of the Act must be kept in the secretary’s custody or under the secretary’s control.
Note for this rule:
Section 58 of the Act —
(a) sets out the details of the record that an incorporated association must maintain of the committee members and certain others; and
(b) provides for members to inspect, make a copy of or take an extract from the record; and
(c) prohibits a person from disclosing information in the record except for authorised purposes.
Inspection of records and documents
(1) Subrule (2) applies to a member who wants to inspect —
(a) the register of members under section 54(1) of the Act; or
(b) the record of the names and addresses of committee members, and other persons authorised to act on behalf of the Association, under section 58(3) of the Act; or
(c) any other record or document of the Association.
(2) The member must contact the secretary to make the necessary arrangements for the inspection.
(3) The inspection must be free of charge.
(4) If the member wants to inspect a document that records the minutes of a committee meeting, the right to inspect that document is subject to any decision the committee has made about minutes of committee meetings generally, or the minutes of a specific committee meeting, being available for inspection by members.
(5) The member may make a copy of or take an extract from a record or document referred to in subrule (1)(c) but does not have a right to remove the record or document for that purpose.
Note for this subrule:
Sections 54(2) and 58(4) of the Act provide for the making of copies of, or the taking of extracts from, the register referred to in subrule (1)(a) and the record referred to in subrule (1)(b).
(6) The member must not use or disclose information in a record or document referred to in subrule (1)(c) except for a purpose —
(a) that is directly connected with the affairs of the Association; or
(b) that is related to complying with a requirement of the Act.
Note for this subrule:
Sections 57(1) and 58(5) of the Act impose restrictions on the use or disclosure of information in the register referred to in subrule (1)(a) and the record referred to in subrule (1)(b).
Publication by committee members of statements about Association business prohibited
A committee member must not publish, or cause to be published, any statement about the business conducted by the Association at a general meeting or committee meeting unless —
(a) the committee member has been authorised to do so at a committee meeting; and
(b) the authority given to the committee member has been recorded in the minutes of the committee meeting at which it was given.
Distribution of surplus property on cancellation of incorporation or winding up
(1) In this rule —
surplus property, in relation to the Association, means property remaining after satisfaction of —
(a) the debts and liabilities of the Association; and
(b) the costs, charges and expenses of winding up or cancelling the incorporation of the Association,
but does not include books relating to the management of the Association.
(2) On the cancellation of the incorporation or the winding up of the Association, its surplus property must be distributed as determined by special resolution by reference to the persons mentioned in section 24(1) of the Act.
Note for this rule:
Section 24(1) of the Act sets out a provision that is implied in these rules describing the entities to which the surplus property of an incorporated association may be distributed on the cancellation of the incorporation or the winding up of the association. Part 9 of the Act deals with the winding up of incorporated associations, and Part 10 of the Act deals with the cancellation of the incorporation of incorporated associations.
Alteration of rules
If the Association wants to alter or rescind any of these rules, or to make additional rules, the Association may do so only by special resolution and by otherwise complying with Part 3 Division 2 of the Act.
Note for this rule:
Section 31 of the Act requires an incorporated association to obtain the Commissioner’s approval if the alteration of its rules has effect to change the name of the association. Section 33 of the Act requires an incorporated association to obtain the Commissioner’s approval if the alteration of its rules has effect to alter the objects or purposes of the association or the manner in which surplus property of the association must be distributed or dealt with if the association is wound up or its incorporation is cancelled.
Part Part 8 - Associations Incorporation Regulations 2016 - General matters | Zoe