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1.The name of the incorporated association is VICTORIAN PLANNING AND ENVIRONMENTAL LAW ASSOCIATION INC. (in these rules called the “Association”).
INTERPRETATION
2.(1)
In these rules, unless the contrary intention appears –
“Committee” means the Committee of Management of the Association.
“Financial year” means the year ending on 30 June.
“First Committee” means the persons who were the officers of the Association and ordinary members of the Committee immediately before the Association was incorporated.
“2007 Committee” means the persons who were the officers of the Association and ordinary members of the Committee immediately before the Annual General Meeting of the Association held in 2007.
“General Meeting” means a general meeting of members convened in accordance with Rule 11.
“Member“ means a member of the Association.
“Membership Officer” means such person as is nominated by committee to administer applications for membership of the Association.
“Secretary” means such person as is elected by the Committee to be the Secretary of the Association, and unless otherwise determined by the Committee, the Secretary shall also be the Public Officer of the Association.
“The Act” means the Associations Incorporation Act 1981.
“The Regulations” means Regulations under the Act.
2.(2)
In these Rules, a reference to the secretary of an Association is a reference -
2.(2).(a) - where a person holds office under these Rules as secretary of the Association – to that person: and
2.(2).(b) - in any other case, to the public officer of the Association.
2.(3)
Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Interpretation of Legislation Act 1984 as in force from time to time.
MEMBERSHIP
3.(1)
Subject to these Rules a natural person who has applied for and been approved for membership as provided in these Rules is eligible to be a member of the Association on payment of any entrance fee and annual subscription payable under these Rules.
3.(2)
The following shall be eligible to be members of the Association and, unless the context otherwise requires, reference to “Member” in these Rules includes each viz:-
3.(2).(a) - fully qualified member being a person who is professionally qualified and is eligible fro admission to membership of the Royal Australian Planning Institute; the Royal Australian Institute of Architects, the Institution of Engineers Australia; the Institution of Surveyors, Victoria; the Australian Institute of Valuers and Land Economists; the Australian Institute of Landscape Architects; the Local Government Planners Association; the Law Institute of Victoria; the Victorian Bar; or who is a member of the Real Estate Institute of Victoria, the Municipal Association Victoria or the Environment Institute of Australia Inc.
3.(2).(b) - student member who is engages in either full-time or part-time study in an educational course which, upon completion, would make the person eligible for membership of a professional association referred to in (a);
3.(2).(c) - special members being a person who is not professionally qualified or whose professional qualification would not make that person eligible for membership of a professional association referred to in (a) but who has special skills, attributes or experience which would be of benefit to the Association and who has been nominated by the President and two (2) members of the committee.
3.(2).(d) - a life member being a person who has been nominated by five (5) members who are either life members, fellows, or members of the Committee and who has made an outstanding contribution to the professions represented by the Association or to the activities of the Association and who is approved by the Committee.
3.(2).(e) - A Fellow being a person who has been nominated by three (3) members who are either Fellows of the Association or members of the Committee and who has been approved by the Committee and who has had at least 15 years experience in one of the professions which qualifies for membership in any of the bodies or organizations referred to in (a) and who, in the opinion of the Committee, has made a significant contribution to that profession or the Association.
3.(2).(f) - Honorary member being a person nominated by the President and two (2) members of the Committee and who has made or is likely to make a significant contribution to the principles and objectives of the Association and who is approved by the Committee. Honorary membership may be conferred for such time as the Committee may determine.
3.(3)
Except in the case of honorary membership, a person who is not a member of the Association at the time of incorporation of the Association ( or who was such a member at that time but has ceased to be a member) shall not be admitted to membership,
3.(3).(a) - unless he makes application as provided in sub-clause (4); and
3.(3).(b) - his admission as a member is approved by the Committee.
3(4)
An application for membership of the Association,
3(4)a - shall be made in writing in the form set out in Appendix 1; and
3(4)b - shall be lodged with the Membership Office of the Association
3(5)
As soon as is practicable after the receipt of an application, the Membership Officer shall refer the application to the Committee.
3(6)
Upon an application being referred to the Committee, the Committee shall determine whether to approve or reject the application, but shall not reject it if the Applicant is eligible under the Rule to be a member.
3(7)
Upon an application being approved by the Committee, the Membership Officer shall, with as little delay as possible, notify the applicant in writing of his approval for membership of the Association and request payment within twenty-eight days of receipt of the notification of any sum payable under these Rules as the entrance fee and as the first year’s annual subscription (where applicable).
3(8)
The Membership Officer shall, upon payment of any amount required to be paid under sub-clause (7), within the prescribed time, enter the applicants name in the Registrar of Members of the Association and, upon the name being so entered, the Applicant becomes a member of the Association.
3(9)
A right, privilege, or obligation of a person by reason of his membership of the Association:-
3(9)a - is not capable of being transferred or transmitted to another person; and
3(9)b - terminates upon the cessation of his membership by death or resignation or otherwise.
ENTRANCE FEE AND ANNUAL SUBSCRIPTION
4.(1)
The entrance fee, if any, shall be determined from time to time by special resolution of the Committee.
4.(2)
In respect of the financial year ending June 30 next after the granting to the Association of its Certificate of Incorporation, the subscription shall be $50. Thereafter, the annual subscriptions for each class of membership where applicable shall be determined annually by the Committee at the first meeting after the annual general meeting.
4.(3)
The annual subscription is payable in advance on or before the 1st day of July in each year. New members elected after the 31st December in any Financial Year shall only be called upon to pay half the annual subscription for that year.
4.(4)
Any member who is more than six months in arrears and who fails to give an explanation acceptable to the Committee shall cease to be a member.
REGISTER OF MEMBERS
5.
The secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of each member and the register shall be available for inspection by members at the address of the Public Officer.
RESIGNATION OF A MEMBER
6.(1)
A member of the Association who has paid all moneys due and payable by him to the Association may resign from the Association by first giving one months notice in writing to the secretary of his intention to resign and upon the expiration of that period of notice, the member shall cease to be a member.
6.(2)
Upon the expiration of a notice given under sub-clause (1), the secretary shall make in the register of members an entry recording the date on which the member by whom the notice was given ceased to be a member.
DISCIPLINE OF A MEMBER
7.(1)
Subject to these rules, the Committee may by resolution-
7.(1).(a) - expel a member from the Association;
7.(1).(b) - suspend a member from membership of the Association for a specified period;or
7.(1).(c) - fine a member in accordance with the Regulations –
If the committee is of the opinion that the member –
7.(1).(d) - has refused or neglected to comply with these rules; or
7.(1).(e) - has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.
7.(2)
A resolution of the Committee under sub-clause (1)-
7.(2).(a) - does not take effect unless the Committee, at a meeting held not earlier than 14 and not later than 28 days after the service on the member of a notice under sub-clause (3) confirms the resolution in accordance with this clause; and
7.(2).(b) - where the member exercises a right of appeal to the Association under this clause does not take effect unless the Association confirms the resolution in accordance with this clause.
7.(3)
Where the Committee passes a resolution under sub-clause (1), the secretary shall, as soon as practicable, cause to be served on the member a notice in writing –
7.(3).(a) - setting out the resolution of the Committee and the grounds on which it is based;
7.(3).(b) - stating that the member may address the Committee at the meeting to be held not earlier than 14 and not later than 28 days after service of the notice;
7.(3).(c) - stating the date, place and time of that meeting;
7.(3).(d) - informing the member that he may do one or more of the following;
7.(3).(d).(i) - attend that meeting;
7.(3).(d)(ii) - give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution; and
7.(3).(d)(iii) - Not later than 24 hours before the date of the meeting, lodge with the secretary a notice to the effect that he wishes to appeal to the Association in general meeting against the resolution.
7.(4)
At a meeting of the Committee held in accordance with sub-clause (2) the Committee –
7.(4).(a) - shall give to the member the opportunity to be heard;
7.(4).(b) - shall give due consideration to any written statement submitted by the member ; and
7.(4).(c) - shall by resolution determine whether to confirm or to revoke the resolution.
7.(5)
Where the secretary receives a notice under sub-clause (3), he shall notify the Committee and the Committee shall convene a general meeting of the Association to be held within twenty-one days after the date on which the secretary received the notice.
7.(6)
At a general meeting of the Association convened under sub-clause (5)-
7.(6).(a) - no business other than the question of the appeal shall be transacted;
7.(6).(b) - the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;
7.(6).(c) - the member shall be given an opportunity to be heard; and
7.(6).(d) - the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.
7.(7)
If at the general meeting –
7.(7).(a) - two-thirds of the votes of members present at the meeting together with any proxy votes are in full favour of the confirmation of the resolution, the resolution is confirmed; and
7.(7).(b) - in any other case, the resolution is revoked.
ANNUAL GENERAL MEETING
8.(1)
The Association shall in each calendar year convene an annual general meeting of its members.
8.(2)
The annual general meeting shall be held on such a day as the Committee determines.
8.(3)
The annual general meeting shall be specified as such in the notice convening it.
8.(4)
The ordinary business of the annual general meeting shall be –
8.(4).(a) - to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
8.(4).(b) - to receive from the Committee reports upon the transactions of the Association during the last preceding financial year;
8.(4).(c) - to elect the members of the Committee and
8.(4).(d) - to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.
8.(4).(5) - The annual general meeting may transact special business of which notice is given in accordance with these rules.
8.(4).(6) - The annual general meeting shall be in addition to any other general meetings that may be held in the same year.
SPECIAL GENERAL MEETINGS
9.(1)
All general meetings other than the annual general meeting shall be called special general meetings.
10.(1)
The Committee may, whenever it thinks fit, convene a special general meeting of the Association and, where, but for this sub-clause, more than fifteen months would lapse between the annual general meetings, shall convene a special general meeting before the expiration of that period.
10.(2)
The Committee shall, on the requisition in writing of members representing not less than 5 percent of the total number of members, convene a special general meeting of the Association.
10.(3)
The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.
10.(4)
If the Committee does not cause a special general meeting to be held within one month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held no later than three months after that date.
10.(5)
A special general meeting convened by the members in pursuance of these rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.
CONVENING OF GENERAL MEETINGS
11.(1)
The Secretary of the Association shall, at least 14 days before the date fixed for holding a general meeting of the Association, cause to be sent to each member of the Association at his address appearing in the register of members, a notice by pre-paid post stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
11.(2)
No business other than that set out in the notice convening the meeting shall be transacted at the meeting.
11.(3)
A member desiring to bring any business before a meeting may give notice of that business in writing to the secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice.
PROCEDEDINGS AT MEETINGS
12.(1)
All business that is transacted at a special general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in these rules as being the ordinary business of the annual general meeting shall be deemed to be special business.
12.(2)
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 when the meeting is considering that item.
12.(3)
Ten members personally present (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.
12.(4)
If within an half 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 to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the 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 be a quorum.
13.(1)
The President, or in his absence, the Vice President, shall preside as Chairman at each general meeting of the Association.
13.(2)
If the President and the Vice-president are absent from a general meeting, the members present shall elect one of their number to preside as Chairman at the meeting.
14.(1)
The Chairman of a general meeting at which a quorum is present may, with the consent of 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.
14.(2)
Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.
14.(3)
Except as provided in sub-clauses (1) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
VOTING
15.
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 Chairman that the resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and 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.
16.(1)
Upon any question arising at a general meeting of the Association, a member, other than a student or honorary member, has one vote.
16.(2)
All votes shall be given personally or by proxy.
16.(3)
In the case of an equality of voting on a question, the Chairman of the meeting is entitled to exercise a second or casting vote.
17.(1)
If at a meeting a poll on any question is demanded by not less than three (3) members, other than student or honorary, it shall be taken at that meeting in such a manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
17.(2)
A poll that is demanded on the election of a Chairman or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairman may direct.
18.
A member is not entitled to vote at any general meeting unless all moneys due and payable by him to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.
19.(1)
Each member, other than a student or honorary member, shall be entitled to appoint another member as his proxy by notice given to the Secretary at least two days before the meeting in respect of which the proxy is appointed.
19.(2)
The notice appointing the proxy shall be in the form set out in Appendix 2.
THE COMMITTEE
20.(1)
The affairs of the Association shall be managed by a Committee of Management constituted as provided in rule 22.
20.(2) The Committee –
20.(2).(a) - shall control and manage the business and affairs of the Association;
20.(2).(b) - may, subject to these rules, the regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that required by these rules to be exercised by general meetings of the members of the Association; and
20.(2).(c) - subject to these rules, the regulations and the Act, has power to perform all such acts and things as appears to the Committee to be essential to for the proper management of the business and affairs of the Association.
21.(1)
The Committee shall, from its members, elect the Officers of the Association who shall be:-
21.(1).(a) - a President
21.(1).(b) - a Vice-President
21.(1).(c) - a Treasurer, and
21.(1).(d) - a Secretary.
21.(2)
The provisions of rule 23 so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (1).
21.(3)
Each officer of the Association other than a member of the First Committee shall, subject to these rules, hold office until the annual general meeting next after the date of his election but is eligible for re-election.
21.(4)
In the event of a casual vacancy in any office referred to in sub-clause (1) the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of his appointment.
22.(1)
Subject to section 23 of the Act, the Committee shall consist of:-
22.(1).(a) - the officers of the Association; and
22.(1).(b) - twelve members –
22.(2)
Subject to sub-clauses (3) and (5) such persons shall be elected at the Annual General Meeting of the Association.
22.(3)
Each member of the 2007 Committee shall, subject to these Rules, hold office until that person’s position is declared vacant in accordance with sub-clauses (4) and (5) but is eligible for re-election.
22.(4)
At each of the Annual General Meetings of the Association to be held in 2007, 2008, 2009 and 2010, the positions of six (6) persons in 2007, five (5) persons in 2008 and five (5) persons in 2009 of the persons:
22.(4).(a) - who had been members of the 2007 Committee; and
22.(4).(b) - who had not since their election to the 2007 Committee been re-elected to the Committee;
shall be declared vacant in accordance with sub-clause (5).
22.(5)
The positions to be declared vacant in each year under sub-clause (4) shall be those held by the persons:
22.(5).(a) - who had not since their election to the 2007 Committee been re-elected to the Committee; and
22.(5).(b) - who, as at the date of their election to the 2007 Committee, had served the longest periods of time as members of the Committee.
22.(6)
Each member of the Committee, other than a member of the 2007 Committee shall, subject to these Rules, hold office until the Annual General Meeting three years after the date of his election but is eligible for re-election.
22.(7)
In the event of a casual vacancy occurring in the office of a member 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 these Rules, until the conclusion of the Annual General Meeting next following the date of his appointment.
ELECTION OF COMMITTEE
23.(1)
Nominations of candidates for election as members of the
Committee:-
23.(1).(a) - shall be made in writing and signed by two members of the Association (other than student or honorary members) and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination): and
23.(1).(b) - shall be delivered to the Secretary not less than seven days before the date fixed for the holding of the annual general meeting: and
23.(1).(c) - shall only be made in respect of a member who is not a student or honorary member.
23.(2)
If sufficient 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.
23.(3)
If the number of nominations received is equal to the number of the vacancies to be filled, the persons nominated shall be deemed to be elected.
23.(4)
If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.
23.(5)
The ballot for the election of officers and ordinary members of the Committee shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.
VACANCY OF COMMITTEE MEMBERSHIP
24.
For the purposes of these Rules, the office of a member of the Committee becomes vacant if the member:-
24.(a) - ceases to be a members of the Association
24.(b) - becomes a bankrupt declared under the Bankruptcy Act ; or
24.(c) - resigns his office by notice in writing given to the secretary
PROCEEDURE OF COMMITTEE
25.(1)
The Committee shall meet at least three times in each year at such place and times as the Committee may determine.
25.(2)
Special meetings of the Committee may be convened by the President or by any four of the members of the Committee.
25.(3)
Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.
25.(4)
Six members of the Committee, of whom at least one shall be an officer of the Association, constitute a quorum for the transaction of the business of a meeting of the Committee.
25.(5)
No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.
25.(6) At the meetings of the Committee –
25.(6).(a) - the President or in his absence the Vice-President shall preside; or
25.(6).(b) - If the president and the Vice-President are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside
25.(7)
Questions arising at a meeting of the committee or of any sub-committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine.
25.(8)
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 one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
25.(9)
Written notice of each committee meeting shall be served on each member of the Committee by delivering it to him at a reasonable time before the meeting or by sending it by pre-paid post addressed to him at his usual or last known place of abode at least two business days before the date of the meeting.
25.(10)
Subject to sub-clause 4 the Committee may act notwithstanding any vacancy on the Committee.
DUTIES OF SECRETARY
26.
The secretary of the Association shall keep minutes of the resolutions and proceedings of each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present at Committee meetings.
DUTIES OF TREASURER
27.(1)
The Treasurer of the Association –
27.(1).(a) - shall collect and receive all monies due to the Association and make all payments authorized by the Association; and
27.(1).(b) - shall 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.
27.(2)
The accounts and books referred to in sub-clause (1) shall be available for inspection by members.
REMOVAL OF COMMITTEE MEMBER
28.(1)
The Association in general meeting may by resolution remove any member of the Committee before the expiration of his term of office and appoint another member in his stead to hold office until the expiration of the term of the first-mentioned member.
28.(2)
Where the member to whom a proposed resolution referred to in sub-clause (1) makes representations in writing to the secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the secretary or the resident may send a copy of the representations to each member of the Association or, if they are not so sent the member may require that they be read out at the meeting.
CHEQUES AND NEGOTIABLE INSTRUMENTS
29.
All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members of the Committee.
COMMON SEAL
30.(1)
The common seal of the Association shall be kept in the custody of the secretary.
30.(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 two members of the Committee or one member of the Committee and of the Public Officer of the Association.
ALTERATION OF RULES AND STATEMENT OF PURPOSES
31.
These rules and the statement of purposes of the Association shall not be altered except in accordance with the Act.
NOTICES
32.(1)
A notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member at his address shown in the Register of Members.
32.(2)
Where a document is properly addressed prepaid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of the post.
DISPOSAL OF ASSETS
33.
If, upon the winding up or dissolution of the Association, there remains, after satisfaction of all debts and liabilities, any assets whatsoever of the Association, the same shall be paid to, or transferred or distributed among the current members of the Association.
CUSTODY OF BOOKS
34.
Except as otherwise provided in these Rules, the secretary shall keep in his custody or under his control all books, documents and securities of the Association.
SOURCE OF FUNDS
35.
The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines.
