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CORPORATIONS LAW A COMPANY
LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION OF
MONTENEGRIN ETHNIC ASSOCIATION OF AUSTRALIA
INTERPRETATION
1.
In these regulations:
“the code” means the
Corporations Law;
“the Company” means MONTENEGRIN ETHNIC ASSOCIATION OF AUSTRALIA
“the Committee” means the Board of Directors and governing Council of the
Company;
“The Seal” means the common seal of the Company;
“Secretary” means any person appointed to perform the duties of a secretary
of the Company and includes the honorary secretary;
“State” means the State of New South Wales;
expressions referring to writing shall, unless the contrary intention
appears, be constructed as including references to printing, lithography,
photography and other modes of representing or reproducing words in a
visible form;
words or expressions contained in these articles shall be interpreted in
accordance with the provisions of the Corporations Law as in force at the
date at which these articles become binding on the Company.
2.
The Company
is established for the purposes set out in the Memorandum of Association.
MEMBERSHIP
3.
The membership of the Foundation
shall be Life, Founder or ordinary membership.
4.
The
subscribers to the memorandum of association and such other person as the
Committee shall admit to membership in accordance with these articles shall
be members of the Company.
5.
Every applicant
for membership of the Company except the Founder members shall be proposed
by one and seconded by another member of the Company to both of whom the
applicant shall be personally known. The application for membership shall be
made in writing, signed by the applicant and his proposer and seconded and
shall be in such form as the Committee from time to time prescribes.
In no case shall the Committee be required to give any reason for the
rejection of an applicant.
6.
When an
application has been accepted for membership the Secretary shall forthwith
sent to the applicant written notice of his acceptance and a request for
payment of his first annual subscription. Upon payment of his first annual
subscription the applicant shall become a member of the Company, provided
nevertheless that if such payment be not made within two calendar months
after the date of the said notice, the Committee may in its discretion
cancel its acceptance of the applicant for membership of the Company.
7.
The annual subscription payable by members of the Company shall be such as
the Company in general meeting shall from time to time prescribe. Annual
subscriptions shall become due and payable in advance on the 1st day of June
each year.
8.
A register of members shall be kept by the Company and shall have written
therein or entered therein the name and address of the members, the date at
which the name of each person was admitted in the register as a member and
the date at which any person who ceased to be member during the previous 7
years so ceased to be a member.
CESSATION
OF MEMBERSHIP
9.
If the subscription of a member shall remain unpaid for a period of two
calendar months after it becomes due than the member may after notice of the
default shall have been sent to him by the Secretary or Honorary Treasurer
be debarred by resolution of the Committee from all privileges of membership
PROVIDED that the Committee thinks fit to do so.
10.
A member may
at any time by giving notice in writing to the Secretary resign his
membership of the Company but shall continue liable for any annual
subscription and all arrears due and unpaid at the date of his resignation
and for all other moneys due by him to the Foundation and in addition for
any sum not exceeding one hundred dollars for which he is liable as a member
of the company under clause 5 of the memorandum of association of the
Company.
11.
If any member shall wilfully refuse or neglect to comply with
provisions of the memorandum or articles of association of the Company or
shall conduct himself in a way unbecoming of a member or prejudicial to the
interest of the Company, the Committee shall have power by resolution to
censure, suspend or expel the member from the Company.
PROVIDED that at least one week before the meeting of the Committee at which
such a resolution is passed the member shall have had notice of such meeting
and of what is alleged against him and of the intended resolution and that
he shall at such meeting and before the passing of such resolution have had
an opportunity of giving orally or in writing any explanation or defence he
may think fit and provided further that any such member may by notice in
writing lodged with the Secretary at least twenty-four hours before the time
for holding the meeting at which the resolution is to be considered by the
Committee, elect to have the question dealt with by the Company in general
meeting and in that event an extraordinary general meeting of the Company
shall be called for the purpose and if at the meeting such a resolution be
passed by a majority of two-thirds of those present and voting (such vote to
be taken by ballot) the member concerned shall be dealt with in accordance
with the memorandum and article of association and in the case of a
resolution for his expulsion the member shall be expelled.
GENERAL
MEETINGS
12.
An annual general
meeting of the Company shall be held in accordance with the provisions of
the Code and the Charitable Collections Act, 1934. All general meetings
other than Annual General Meetings, shall be called extraordinary general
meetings.
13.
Any four
members of the Committee may whenever they think fit, request the convening
of an extraordinary general meeting, an extraordinary general meetings shall
be convened on such requisition or in default may be convened by such
requisitions as provided by the Code.
14.
Subject to provisions of the code relating to special resolutions and
agreements for shorter notice, fourteen day’s notice at the least exclusive
of the day on which the notice is served or deemed to be served, sand
exclusive of the day for which notice is given) specifying the place, the
day and the hour of meeting and case of special business the general nature
of that business shall be given to persons as are entitled to receive such
notices from the Company.
15.
For the purpose of article 14, all business shall be special that is
transacted in an extraordinary general meeting, and also all that is
transacted at an annual general meeting, with the exception of the
consideration of the accounts, balance sheets, and the report of the
Committee and Auditors, the election of officers and other members of the
Committee in the place of those retiring, and the appointment of the
Auditors, if necessary.
PROCEEDINGS AT GENERAL MEETINGS
16.
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. Save as herein otherwise provided 20% of
membership present in person shall become a quorum. For the purpose of this
article “member” includes a person attending by proxy.
17.
If within
half an hour from the time appointed for the meeting a quorum is not
present, the meeting, if convened upon the requisition of members, shall be
dissolved; 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 Committee may determine, and if at the adjournment
meeting a quorum is not present within half an hour from the time appointed
for the meeting, the members present (being not less than three) shall be a
quorum.
18.
The President shall preside as Chairman at every general meeting of the
Company, or if there is no President, or if he is not present within fifteen
minutes after the time appointed for the holding of the meeting or is
unwilling to act, the Vice President shall be the Chairman or if the
Vice-President is not present or is unwilling to act than the members
present shall elect one of their number to be Chairman of the meeting. Any
cultural meeting may be presided by any member of the Foundation at the
request of the President.
19.
The Chairman 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. 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. Save as aforesaid it shall not be necessary to give any notice of
an adjournment or the business to be transacted at an adjourned meeting.
20.
At any general meeting a resolution put to the vote of the
meeting shall be decided on a show of hands unless a poll is (before or on
the declaration of the result of the show of hands) demanded:
(a) by the Chairman; or
(b) by at least three members present in person or by proxy.
Unless poll is so demanded a declaration by the Chairman that a resolution
has on a show of hands been carried or carried unanimously, or by a
particular majority, or lost, and an entry to that effect in the book
conclusive evidence of the fact. The demand for a pool may be withdrawn.
21.
If a poll is
duly demanded it shall be taken in such manner and either at one or after an
interval or adjournment or otherwise as the Chairman directs, and the result
of the poll shall be the resolution of the meeting at which the poll was
demanded but a poll demanded on the election of a Chairman or on a question
of adjournment shall be taken forthwith.
22.
In the case of an equality of votes, whether on a show or hands or on a
poll, the Chairman of the meeting at which the show of hands takes place or
at which the poll is demanded shall be entitled to a second or casting vote.
23.
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 on a poll every member present in person or by proxy
or by attorney of other duly authorised representative shall have one vote.
24.
All members are entitled to vote.
25.
The instrument appointing a proxy shall be in writing under the hand of the
appointee or of his attorney duly authorised in writing. The instrument
appointing a proxy shall be deemed to confer authority to demand or joint in
demanding a poll. A member shall be entitled to instruct his proxy in favour
or against any proposed resolution. Unless otherwise instructed the proxy
may vote as he thinks fit.
26.
The instrument appointing a proxy may be in the following form:
MONTENEGRIN ETHNIC ASSOCIATION OF AUSTRALIA
I,..........................................................of………….
being a
member of the Montenegrin Ethnic Association of Australia hereby
appoint……………………….. of…………………...
or failing him ………………
as my proxy to vote for me on my
behalf at the (annual or extraordinary as the case may be) general meeting
of the Association, to be held on the…………
day of………20……
and at any adjournment thereof.
My proxy is hereby authorised to vote *in favour of / *against the
following resolutions:
Signed this…………………………
day of ………20…….
_____________________________________________
Note 1. In the
event of the member desiring to vote for or
against any resolution he shall instruct his proxy accordingly. Unless
otherwise instructed, the proxy may vote as he thinks fit.
Strike out
whichever is not desired
27.
The instrument appointing a proxy and the power of attorney or other
authority if any, under which it is signed or a notarially certified cope of
that power or authority shall be deposited at the registered office of the
Company or at such other place within the State as is specified for that
purpose in the notice convening the meeting, not less than forty-eight hours
before the time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, or, in the case of a poll,
not less than twenty-four hours before the time appointed for the taking of
the poll and in default of the instrument of proxy shall not be treated as
valid.
28.
A vote given in accordance with the terms of an instrument of proxy or
attorney shall be valid notwithstanding the previous death or unsoundness of
mind of the principal or revocation of the instrument or of the authority
under which the instrument was executed, if not intimation in writing of
such death, unsoundness of mind or revocation as aforesaid has been received
by the Company at the registered office before the commencement of the
meeting or adjourned meeting at which the instrument is used.
29.
Membership roll shall be closed two months before the Annual General
Meeting.
THE
COMMITTEE (INCLUDING OFFICE-BEARERS)
30.
The office-bearers of the Company shall consist of a President ( who is the
Principal Executive Officer ), a Vice-President, a Secretary, and Honorary
Treasurer, all of whom shall be members of the Company.
31.
In addition
there will be two Committee Members elected at the Annual General Meeting.
They shall all retire at the first annual general meeting, but shall be
eligible for re-election. The outgoing President and Secretary shall be
ex-officio members of the Committee for a period of one year.
32.
At the first annual general meeting of the Company and at the annual general
meeting of the Company in each year thereafter the office-bearers and other
members of the Committee shall be elected from among the members and such
office-bearers and other members of the Committee shall hold office until
the next annual general meeting when they shall retire but they shall be
eligible for re-election.
33.
The election of office-bearers and other members of the
Committee shall take place in the following manner:
(a) Any two members of the
Company shall be at liberty to nominate any other member to serve as an
office-bearer or other member of the Committee.
(b) The nomination, which shall be
in writing and signed by the member and his proposer and seconder shall be
lodged 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 proposers’ and
seconders’ names, shall be posted in a conspicuous place in the registered
office of the Company for at least seven days immediately preceding the
annual general meeting.
(d) Balloting lists shall be
prepared ( if necessary) containing the names of the candidates only 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.
34.
The Company
may from time to time by ordinary resolution passed at a general meeting
increase or reduce the number of office-bearers or other members of the
Committee.
35.
The Committee shall have power at any time, and from time to time, to
appoint any member to the Committee, either to fill a casual vacancy or as
an addition to the existing office-bearers or other members of the Committee
but so that the total number of office-bearers or other members of the
Committee shall not at any time exceed the number fixed in accordance with
these articles. Any office-bearers or other member of the Committee so
appointed shall hold office only until the next following annual general
meeting.
36.
The Company may by ordinary resolution of which special notice has been
given to remove any office-bearer or other member of the Committee before
the expiration of his period of office, and may by an ordinary resolution
appoint another person in his stead; the person so appointed shall hold
office only until the next following annual general meeting.
37.
The
office of a member of the Committee shall become vacant if the member:
(a) becomes bankrupt or makes any arrangement or composition with
his creditors generally;
(b) becomes prohibited from being a director or a company by treason
of any order made under the Code;
(c) ceases to be a member of the Committee by operation of section
226 of the Code;
(d) becomes of unsound mind or a person whose person or estate is
liable to be dealt with in any way under the law relating to the mental
health;
(e) resigns his office by notice in writing to the Company;
(f) for more than six months is absent without permission of the
Committee from meetings of the Committee held during that period;
(g) holds any office of profit under the Company;
(h) ceases to be a member of the Company; or
(i) is directly or indirectly interested in any contract or
proposed contract with the Company.
PROVIDED always that nothing in this paragraph shall affect the operation of
clause 3 of the memorandum of association of the Company.
POWERS AND
DUTIES OF THE COMMITTEE
38.
The business of the Company shall be managed by the Committee who pay
all expenses incurred in promoting and registering the Company and may
exercise all such powers of the Company in general meeting, subject,
nevertheless, to any of these articles, to the provisions of the Code, and
to such regulations, being not inconsistent with the aforesaid articles or
provisions, as may be prescribed by the Company in general meeting; PROVIDED
that any rule regulation or by-law of the Company made by the Committee may
be disallowed by the Company in general meeting and provided further that no
resolution or regulation made by the Company in general meeting shall
invalidate any prior act of the Committee which would have been valid
if that resolution or regulation and not been passed or made.
39.
All promissory notes, drafts, bills of exchange and other negotiable
instruments, and all receipts for money paid to the Company shall be signed,
drawn, accepted, endorsed or otherwise executed, as the case may be, by any
two members of the Committee or in such other manner as the Committee from
time to time determine and all cheques shall be signed by two members of the
Committee or by any member of the Committee together with such permanent
salaried employee of the company as may be so authorised from time to time
by the Committee for such purpose. All moneys received by the company shall
be deposited without prior deduction of any kind without unreasonable delay
to the credit of a bank account of the Company. Receipts for moneys received
shall be issued promptly. All payments by the Company in excess of $10 or
such other amount as may from time to time be prescribed by the regulations
under the Charitable Collections Act shall be paid by cheque.
40.
The Committee shall cause minutes to be made:
(a) of all appointments of officers and servants;
(b) of names of members of the Committee present at all meeting of
the Company and of the Committee; and
(c) of all proceedings at all meetings of the Company and of the
Committee.
Such minutes shall be signed by the Chairman of the meeting at which the
proceedings were held or by the Chairman of the next succeeding meeting.
PROCEDINGS
OF THE COMMITTEE
41.
The Committee may meet
together for the despatch of business, adjourn and otherwise regulate its
meetings as it thinks fit. The Secretary shall on the requisition by three
members of the Committee summon a meeting of the Committee.
42.
Subject to
these articles questions arising at any meeting of the Committee shall be
decided by a majority of votes and a determination by a majority of the
members of the Committee shall for all purposes be deemed a determination of
the Committee shall for all purposes be deemed a determination of the
Committee. In case of an equality of votes the Chairman of the meeting shall
have a second or casting vote.
43.
The quorum necessary for the transaction of the business of the Committee
shall be a majority of the total Committee as provided in Article 30 and 31
or such greater number as may be fixed by the Committee.
44.
The continuing members of the Committee may act notwithstanding any
vacancies in the Committee, but so long as their number is reduced below the
number fixed by or pursuant to these articles as the necessary quorum of the
Committee, the continuing member or members may act for the purpose of
increasing the number of members of the Committee to that number or of
summoning a general meeting of the Company, but for no other purpose.
45.
The President shall preside as Chairman at every meeting of the Committee,
or if there is no President, or if at any meeting he is not present within
ten minutes after the time appointed for holding the meeting, the
Vice-President shall be Chairman or if the Vice-President is not present at
the meeting than the members shall choose one of their member to be Chairman
of the Meeting.
46.
The Committee may delegate any of its powers and or functions (not being
duties imposed on the Committee as the directors of the Company by the Code
or the general law) to one or more sub-committees consisting of such member
or members of the Company as the Committee thinks fit. Any sub- committee so
formed shall conform to any regulation that may be imposed by the Committee
and subject thereto shall have power to co-opt any member or member or
members of the Company and all members of such sub-committees shall have one
vote.
47.
The Committee may appoint one or more advisory boards consisting of such
member of members or the Committee as the Committee thinks fit. Such
advisory boards shall act in an advisory capacity only. They shall conform
to any regulations that may be imposed by the Committee and subject thereto
shall have power to co-opt any member or members of the Company and all
members of such advisory boards shall have one vote.
48.
A sub-committee may meet and adjourn as it thinks proper. Questions arising
at a meeting shall be determined by a majority of votes of the members
present, and in case of an equality of votes the Chairman shall have a
second or casting vote.
49.
All acts done by meeting of
the Committee or of a sub-committee or by any person acting as a member of
the Committee shall, notwithstanding that it is afterwards discovered that
there was some defect in the appointment of any such member of the Committee
or person acting as aforesaid, or that the members of the 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 Committee.
50.
A resolution in writing by all the members of the Committee in Australia for
the time being entitled to receive notice of a meeting of the Committee,
shall be as valid and effectual as if it has been passed at a meeting of the
Committee duly convened and held. Any such resolution may consist of several
documents in like form, each signed by one or more members of the Committee.
MANAGER /
SOCIAL WORKER
51.
The Manager and / or Social Worker
shall in accordance with the Memorandum & Articles of Association be
appointed by the Committee for such term, upon such conditions as it thinks
fit, and any Manager or Social Worker so appointed may be removed by it.
SEAL
52.
The Committee shall
provide for the safe custody of the seal which shall only be used by the
authority of the Committee or of a sub-committee of members of the Committee
authorised by the Committee in that behalf, and every instrument to which
the seal is affixed shall be signed by a member of the committee and shall
be countersigned by the Secretary or by a second member of the Committee or
by some other person appointed by the Committee for the purpose.
ACCOUNTS
53.
The Committee shall cause proper accounting and other records to be
kept and shall distribute copies of every profit and loss account and
balance-sheet (including every document required by law to be attached
thereto) accompanied by a copy of the Auditors report thereon as required by
the Code PROVIDED however that the Committee shall cause to be made out and
laid before each annual general meeting a balance-sheet and profit and loss
account made up to date not more than two months before the date of the
meeting. The financial year for the keeping of accounts of the Company shall
commence on the 1st day of July.
54.
The Committee
shall from time to time determine in accordance with clause 8 of the
memorandum of association at what times and places under what conditions or
regulations that accounting and other records of the Company shall be open
to the inspection of members.
AUDIT
55.
A properly qualified Auditor or Auditors shall be appointed and his or their
duties regulated in accordance with the Code.
GRANTS
56.
The provisions of clauses 8 and 9 of the memorandum of association
relating to grants shall have effect and be observed as if the same were
repeated in these articles.
NOTICE
57.
Any notice required by law or by or under these articles to be given
to any member shall be given by sending it by post to him at his registered
address, or (if he has not registered address within the State) to the
address, if any, within the State supplied by him to the Company for the
giving of notices to him. Where a notice is sent by post, service of the
notice shall be deemed to be effected by properly addressing, prepaying, and
posting a letter containing the notice, and to have been effected in the
case of a notice of a meeting on the day after the date of its posting, and
in any other case at the time at which the letter would be delivered in the
ordinary course of post.
58.
(1) Notice of every general meeting shall be given in any manner
hereinbefore authorised to:
(a) every member except those members who (having no registered
address within the State) have not supplied to the Company an address within
the State for the giving of notices to them; and
(b) the auditor or auditors for the time being of the Company.
(2) No other person shall be entitled to receive notices of general
meetings.
INDEMNITY
59.
Every member of the Committee, auditor, secretary and other office for the
time being of the Company shall be indemnified out of the assets of the
Company against any liability arising out of the execution of the duties of
his office which is incurred by him in defending any proceedings, whether
civil or criminal, in which judgement is given in his favour or in which he
is acquitted or in connection with any application under the Code in which
relief is granted to him by the Court in respect of any negligence, default,
breach of duty or breach of trust.
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