Constitution and Policies
Genealogy Sunshine Coast operates under within the listed guidelines, constitution and policies as an incorporated non-profit organisation.....
SUNSHINE COAST HISTORICAL AND GENEALOGICAL
RESOURCE CENTRE INC. CONSTITUTION
RULES & AMENDMENTS Amendments Approved By Dept of Justice 11th August 2018
Sunshine Coast Historical and Genealogical Resource Centre Inc
Certificate of Incorporation No. IA05626 Document No. 340052
Issued eleventh day of August, 2018 under Association Incorporation Act 1981 after proposed rules as subsequently amended were duly sanctioned.
A copy of the Rules of the Resource Centre including all amendments and sanctioned by Under Secretary was adopted by members attending an Annual General Meeting held Saturday August 11, 2018.
I hereby certify this to be a true copy of the rules as amended to date.
Contents
Interpretation
Name
Objectives
Powers
Membership Classification:
Membership Definitions:
Membership Application:
Membership Fees:
Admission and Rejection of Members
Resignation and Termination of Membership
Appeal Against Rejection or Termination of Membership
Intention to appeal rejection or termination
Appeal process
Register of Members
Prohibition on Use of Information on Register of Members
Appointment or Election of Secretary
Casual vacancy
14. Removal of Secretary
Functions of Secretary
Membership of Management Committee
Electing the Management Committee
Resignation, Removal or Vacation of Office of Management Committee Member
Vacancies on Management Committee
Roles and Functions of the Management Committee
Meetings of Management Committee
Quorum and Adjournment of Management Committee Meetings
Special Meeting of Management Committee
Minutes of Management Committee Meetings
Appointment of Subcommittees
Acts Not Affected by Defects or Disqualifications
Resolutions of Management Committee Without Meeting
Annual General Meetings
Business to be Conducted at the Annual General Meeting
Notice of General Meeting
Quorum for, and Adjournment of, General Meeting
Procedure at General Meeting
Motions:
Voting at General Meeting
Special General Meeting
Proxy Voting
Minutes of General Meetings
By-laws
Alteration of Rules
Common Seal
Funds and Accounts
General Financial Matters
Documents
Financial Year
Validity of Electronic Transactions
Writing
Dissolution
Surplus Assets
Interpretation
In these rules:
Act - means the Associations Incorporation Act 1981.
Present -
at a Management Committee meeting, see Rule 20; or
at a General Meeting, see Rule 32.
Approved form - see Rules 29(d) and 35.
Association - means an Association, society, body or other entity formed, or carried on, for a lawful purpose.
Eligible to Vote - means a person who is currently registered as a member and is financial at the time of voting.
Financial document - of an incorporated Association, means any of the following -
the Association's financial statement; or
the Association's audit report mentioned in Rule 45
the statement of an auditor, an accountant or approved person mentioned in Rule 29.
Financial statement - for an incorporated Association, means a statement containing the following particulars:
the Association's income and expenditure during the financial year to which the statement relates;
the Association's assets and liabilities as at the end date of the financial year to which the statement relates;
the mortgages, charges and securities affecting the Association's property as at the end date of the financial year to which the statement relates.
Financial year - for an incorporated Association, means the twelve month period adopted in its rules by the Association as its financial year. See Rule 43.
Management Committee - of an incorporated Association means the Association's Management Committee formed under the Act.
Model rules - for an Association, means the model rules prescribed under the regulations.
President - of an incorporated Association means the member of the Association's Management Committee who usually presides at Management Committee meetings, whatever the person's position is called.
Secreta,y - of an incorporated Association means the person elected or appointed as the Association's Secretary under the Act.
Treasurer - of an incorporated Association means the member of the Association's Management Committee responsible for the finances of the Association, whatever the person's position is called.
Special resolution - of an Association means a resolution passed at a general meeting of the Association by the votes of 3/4 of the members who are present and entitled to vote on the resolution.
Note: 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.
Name:
The name of the incorporated Association is "Sunshine Coast Historical Genealogical and Resource Centre Inc"
(known as Genealogy Sunshine Coast).
Objectives:
The defined objectives of our operations are to:
House a library of material, both physical, digital and electronic related to the study of history:
in the area presently known as the Sunshine Coast in the state of Queensland, focusing on the 'Old Maroochy Shire'; and in other parts of Queensland, Australia and overseas that may assist family history and genealogical research of GSC members and patrons;
Enable, resource, encourage and support members in personal family genealogy and local history research;
Host exhibitions of items which have historical and genealogical interest and for special displays of other related objects;
Collect, disseminate and publish items of historical value to our Community.
Provide a quality Community Education Facility for members and visitors to meet, research, collect and digitise local history and genealogy;
Offer innovative and interactive opportunities for life-long learning;
Advance the technological capacity and expertise of volunteers and members at Genealogy Sunshine Coast to achieve the above objectives;
Foster a spirit of friendliness, social interaction, acceptance of others and co-operation among members.
Powers
To further its objectives, Genealogy Sunshine Coast has:
the powers of an individual.
all the powers conferred by the Associations Incorporation Act 1981.
Individual power - means has the power to acquire, hold, deal with, and dispose of any real or personal property; administer any property on trust; open and operate bank accounts; invest money in any form of investment; borrow money; give security for the discharge of liabilities incurred by the Association; appoint agents; and enter into any other contract it considers necessary or desirable.
Membership Classification:
The membership of Genealogy Sunshine Coast shall consist, of the following classes of members;
Individual membership
Family membership
Life Membership
Honorary Consultants
Corporate members
Junior Member
Membership Definitions:
Individual membership is one person entitled to one vote. The number of Individual members is unlimited.
Family membership means two married adults or, a De-facto relationship or, two members of an immediate family. This membership is entitled to one votes (18 years or over). The number of Family memberships is unlimited.
Life membership shall confer all the privileges of membership without payment of subscription and may be conferred on a member at the discretion of the Management Committee. This person is entitled to one vote.
Two (2) members shall discreetly report in writing of the member's outstanding service to Genealogy Sunshine Coast;
All nominations are to remain confidential until a decision is made;
Nominations to be received by the Secretary not less than three (3) months before the Annual General Meeting at which the presentation is to be made;
All Life Membership nominations will be ratified at a Management meeting prior to the Annual General Meeting;
A vote will take place at the Management meeting to ascertain all criteria has been attained. A vote of two-thirds of those present and eligible to vote in favour of the nomination being received for consideration by the Executives;
The number of Life Memberships available at any one time will be at the discretion of the Management Committee of Genealogy Sunshine Coast but would not normally exceed five percent (5%) of the organisation's total membership at the time of a new appointment.
Honorary Consultant member is a person who is a resident of Australia or overseas who offers specialist advice to further the objects of Genealogy Sunshine Coast or to assist the research of members. Membership shall be by invitation from the Management Committee only. Honorary Consultants are not required to pay a subscription, nor are they entitled to vote.
Corporate member means a company incorporated pursuant to the provision of the companies (Queensland) Code and which is registered as a member of Genealogy Sunshine Coast. Admission to Corporate membership will be as for ordinary membership with the exception that the annual subscription, at the discretion of the Management Committee, may be different to that for ordinary membership. Corporate memberships are entitled to one vote per Corporation.
Junior Membership is a membership held by a youth and have the following conditions:
Must be sponsored by an adult member;
Not entitled to vote;
Must be between (and including) 10 years of age and 17 years of age;
Membership Application:
Every application for any class of membership of Genealogy Sunshine Coast shall be made in writing and signed by the applicant(s) and shall be made in such form as the Management Committee from time to time prescribes.
In the case of Corporate Membership, the application must be ratified by the Management Executive of the organisation applying for membership.
In the case of Junior Membership it must be counter signed by a Parent and the Sponsor.
Membership Fees:
The membership fees for each class of membership shall be such sum as the members shall from time to time at any general meeting so determine.
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
The Management Committee must consider and decide on an application for membership at the next Committee Meeting held after it receives the application for membership and the appropriate membership fee for the application.
The Management Committee may convene an unscheduled meeting to adjudicate on membership approval if it is deemed convenient or necessary to do so.
If a majority of the members of the Management Committee present at the meeting vote to accept the applicant as a member, the applicant must be accepted as a member for the class of membership applied for and introduced at the following General Meeting.
The Membership Secretary (or, if there is no Membership Secretary, the Secretary) must, as soon as practicable after the Management Committee decides to accept or reject an application, give the applicant a written notice of the decision.
Resignation and Termination of Membership
Resignation
A member may resign from Genealogy Sunshine Coast at any time by giving notice in writing to the Secretary.
The resignation shall take effect at the time the notice is received by the Secretary unless a later date is specified in the notice, when it shall take effect on that later date.
No refund of current year's fees shall be made. A resigning member is not entitled to the pro-rata refund of any fees already paid for that financial year, except by discretion of the Management Committee.
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Termination
Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 8 of25
If a member:
is convicted of an indictable offence; or
fails to comply with any of the provisions of these rules; or
has membership fees in arrears for a period of two months or more; or
conducts them self in a manner considered to be injurious or prejudicial to the character or interests of Genealogy Sunshine Coast;
the Management Committee shall consider whether the membership shall be terminated.
The member concerned shall be given a full and fair opportunity of presenting their case and if the Management Committee resolves to· terminate the membership, by a majority present at the meeting, it shall instruct the Secretary to advise the member in writing accordingly.
Appeal Against Rejection or Termination of Membership
Intention to appeal rejection or termination:
If a person or corporation chooses to appeal against a rejection or termination they shall give the Secretary notice, written with an implement on paper, notice of their intention to appeal against the decision. This intention must be lodged within one month of receiving written notification of the decision to reject or terminate.
Upon receipt of the notification of intention to appeal against rejection or termination of membership the Secretary shall bring the appeal to the next General Meeting to decide on a date which is mutual to both parties for resolution.
Appeal process:
At the meeting convened to hear the appeal, the appellant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated.
The Management Committee and the members of the committee who rejected the application or terminated the membership must be given a full and fair opportunity to show why the application should be rejected or the membership should be terminated.
An appeal must be decided by a majority vote of the members present and eligible to vote at the meeting.
If a person, whose application for membership is rejected, does not appeal against the decision of the Management Committee within the time prescribed by these rules, or appeals but the appeal is unsuccessful, the Secretary must refund the amount of any Membership fee paid.
If a person, whose membership is terminated, does not appeal against the decision within the time prescribed, or appeals but the appeal is unsuccessful, the Treasurer must refund the pro-rata amount of any Membership fee paid for that calendar year.
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 9 of25
Register of Members
The Management Committee must keep a secure register of members of Genealogy Sunshine Coast.
The register must include the following particulars for each member:
Full name of the Member;
Postal or residential address of the Member;
Date of admission as a Member.
Email address of the Member
Date of death or time of resignation of the Member;
Details about the termination or reinstatement of the Membership;
Any other particulars the Management Committee or the Members at a General Meeting decide.
Members have an obligation to advise the Membership Secretary or Secretary of any changes to their contact details.
The Register shall be open for inspection by current Members of Genealogy Sunshine Coast at all reasonable times.
A member must contact the Secretary in writing to arrange an inspection of the register.
However, the Management Committee may, on the application of a member of Genealogy Sunshine Coast, withhold information about the member (other than the Member's full name) from the register available for inspection if the Management Committee has reasonable grounds for believing the disclosure of the information would put the member's personal or professional situation at risk of harm.
Prohibition on Use of Information on Register of Members
A Member must not:
use infonnation obtained from the register of members of Genealogy Sunshine Coast to contact, or send material to, another member of Genealogy Sunshine Coast for the purpose of advertising or harassing for political, religious, charitable or commercial purposes; or
disclose privileged information obtained while volunteering to anyone else without the persons permission, regardless of the intended use.
Subrule (1) does not apply if the use or disclosure of the information is approved by the association and/or the member concerned.
Appointment or Election of Secretary
The Secretary must be an individual residing in Queensland, who is;-
a member of the Association elected by the Association as Secretary; or
any of the following persons appointed by the Management Committee as Secretary:
member of the Association's Management Committee;
another member of the Association;
another person.
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 10 of25
If a vacancy happens in the office of Secretary, the members of the Management Committee must ensure a Secretary is appointed or elected for the Association within one month of the vacancy occurring.
. (3) If the Management Committee appoints a person mentioned in subrule (l)(b)(i) as Secretary, other than to fill a casual vacancy on the Management Committee, the person does not become a member of the Management Committee.
. However, if the Management Committee appoints a person mentioned in subrule 13(l)(b)(ii) as Secretary to fill a casual vacancy on the Management Committee, the person becomes a member of the Management Committee.
If the Management Committee appoints a person mentioned in subrnle (l)(b)(iii) as Secretary, the person does not become a member of the Management Committee.
Casual vacancy - on a Management Committee, means a vacancy that happens when an elected member of the Committee resigns, dies or otherwise stops holding office.
Removal of Secretary
The Management Committee of the Association may at any time remove a person appointed by the Committee as the Secretary.
If the Management Committee removes a Secretary who is a person mentioned in rule 13(l)(b)(i), the person remains a member of the Management Committee.
If the Management Committee removes a Secretary who is a person mentioned in Rule 13(l)(b)(ii) and who has been appointed to a casual vacancy on the Management Committee under rule 13(5), the person remains a member of the Management Committee.
Functions of Secretary
The Secretary's functions include, but are not limited to:
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; and
keeping minutes of each meeting; and
keeping copies of all correspondence and other documents relating to the Association; and
maintaining the register of members of the Association.
A Minute Secretary and/or a Membership Secretary may be appointed by the Management Committee. In this situation:
these positions act under the authority of, and are answerable to, the Secretary.
they do not automatically form part of the Executive Committee unless they are elected under Rule 16(1).
Membership of Management Committee
The Management Committee shall consist of a President, Vice President, Secretary and Treasurer; three Executive members representing the members of the Association (forming the Executive Committee); and any other Office Bearers the Association members elect at a General Meeting.
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The total number of Office Bearer positions may change from time to time depending on the current needs of the Association.
All members of the Management Committee, other than a Secretary appointed under 13(l)(b)(iii), must be a member of the Association.
At each Annual General Meeting of the Association, the members of the Management Committee must retire from office but are eligible, on nomination, for re-election.
All Office Bearer positions will be voted on at the Annual General Meeting. Where a position is not filled at the Annual General Meeting, it may be subsequently filled by the Management Committee and must be ratified at the next General Meeting of the Association.
A member of the Association may be appointed to a casual vacancy on the Management Committee under subrule 19.
Any decision about the fundamental running of Genealogy Sunshine Coast, its structure and policies, must be made by at least two thirds of the Management Committee and ratified by a majority decision at the next General Meeting.
Electing the Management Committee
A member of the Management Committee shall only be elected as follows:
Any two members of the Association may nominate another member (the
candidate) to serve as a member of the Management Committee.
The nomination must be in writing, using a writing implement on the prescribed form in 17(3); signed by the candidate and the members who nominated the candidate; and given to the Secretary at least 14 days before the Annual General Meeting at which the election is to be held.
Each member of the Association present and eligible to vote at the Annual General Meeting may vote for one candidate for each vacant position on the Management Committee.
If, at the start of the meeting, there are not enough candidates nominated, nominations may be taken from the floor of the meeting.
(i). If nominations are taken from the floor, the nominator, seconder and nominatee must be listed as part of the minutes for that meeting.
A person may be a candidate only if the person is an adult; and is not ineligible to be elected as a member under section 61A of the Act.
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An instrument nominating a candidate must be in writing and be on the following fonn:
Management Committee Nomination Form [Year]
I the undersigned, being a financial member of Sunshine Coast Historical and Genealogical Resource Centre Inc, hereby nominate:
-----------------for the office/position on the [insert year] Genealogy Sunshine Coast Management Committee, as indicated below.
D President
D Secretary D Member 1 D Member3
D Vice-President
D Treasurer
D Member2
Proposer member (signature)----------------
Printed FullName---------------------
Seconding member (signature) --------------- Printed Full Name
I hereby declare I
have no legal or medical impediment to me holding this position and I accept the nomination as stated above. Nominated member (signature) ----------------
Nominations for these offices/positions MUST BE IN WRITING and must be received by the Society Secretary
by [insert Date). Only one nomination per form please.
Nominations will be taken from the floor to ensure every member has an opportunity to nominate.
Nominations must be forwarded to:-
The Secretary, Genealogy Sunshine Coast, at the postal address provided
Or emailed to the email address provided
Or dropped into the office in a sealed envelope marked "Secretary"
Other Office Bearer positions will include but are not limited to:
D Building/Safety Co-ordinator
D Editor Co-ordinator
D Events & Publicity Co-ordinator
D Kin Tracer Co-ordinator
D Library Co-ordinator
D Research Co-ordinator
D Education Co-ordinator
D IT Co-ordinator & Digital Collections
D Kitchen & Catering Co-ordinator
D Projects Co-ordinator
D Policies Officer
A list of the candidates' names in alphabetical order, with the names of the members who nominated each candidate, must be posted in a conspicuous place in the office or usual place of meeting of the Association for at least seven days immediately preceding the Annual General Meeting.
If required by the Management Committee, balloting lists must be prepared containing the names of the candidates in alphabetical order.
The Management Committee must ensure that, before a candidate is elected as a member of the Management Committee, the candidate is advised whether or not the Association has public liability insurance; and the amount of any such insurance.
The Grants Office and Membership Secretary are to be elected by Management at the first meeting after the AGM.
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Resignation, Removal or Vacation of Office of Management Committee Member
A member of the Management Committee may resign from the committee by giving notice, written with an implement on paper, to the Secretary.
The resignation takes effect at:
the time the notice is received by the Secretary; or
if a later time is stated in the notice - the later time.
A member may be removed from office at a General Meeting of the Association if a majority of the members present and eligible to vote at the meeting vote in favour of removing the member.
Before a vote of members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause why he or she should not be removed from office.
A member has no right of appeal again t their removal from office under this rule.
A member immediately vacates the office of member in the circumstances mentioned in section 64(2) of the Act.
Resignation, Removal or Vacation of Office does not affect their membership status of Genealogy Sunshine Coast.
Vacancies on Management Committee
If a casual vacancy happens on the Management Committee, the continuing members of the Committee may appoint another member of the Association to fill the vacancy until the next Annual General Meeting.
The continuing members of the Management Committee may act despite a casual vacancy on the Management Committee.
However, if the number of Committee Members is less than the number fixed under Rule
22 as a quorum of the Management Committee, the continuing members may act only to:
increase the number of Management Committee members to the number required for a quorum; or
call a General Meeting of the Association.
Roles and Functions of the Management Committee
Subject to these Rules or a resolution of the members of Genealogy Sunshine Coast carried at a General Meeting, the Management Committee has the general control and management of the administration of the affairs, property and funds of Genealogy Sunshine Coast.
The management committee has authority to interpret the meaning of these rules and any matter relating to the association on which the rules are silent, but any interpretation must have regard to the Act, including any regulation made under the Act.
Note The Act prevails if the associations' rules are inconsistent with the Act - see section lB
of the Act.
The management committee may exercise the powers of the association-
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 14 of25
to borrow, raise or secure the payment of amounts in a way the members of the association decide; and
to secure the amounts mentioned in paragraph (a) or the payment or performance of any lease, debt, liability, contract, guarantee or other engagement incurred or to be entered into by the association in any way, including by the issue of debentures (perpetual or otherwise) charged upon the whole or part of the associations property, both present and future; and
to purchase, redeem or pay off any securities issued; and
to borrow amounts from members and pay interest on the amounts borrowed; and
to mortgage or charge the whole or part of its property; 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 securities issued; and
to invest in a way the members of the association may from time to time decide.
For subrule (3)(d), the rate of interest must not be more than the current rate being charged for overdrawn accounts on money lent (regardless of the term of the loan) by-
the financial institution for the association; or
if there is more than 1 financial institution for the association-the financial institution nominated by the management committee.
Subscribe to, and become a member of and co-operate with any other Association, club or organisation whether incorporated or not, whose objects are together or in part similar to those of Genealogy Sunshine Coast provided that Genealogy Sunshine Coast shall not subscribe to or support with its funds any club, association or organisation which does not prohibit the distribution of its income and property among its members.
Enter into any arrangements with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of Genealogy Sunshine Coast; to obtain from any such Government or authority any rights, privileges and concessions which Genealogy Sunshine Coast may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights or privileges and concessions.
Appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of Genealogy Sunshine Coast.
Sell, improve, manage, develop, exchange, lease, dispose of, tum to account or otherwise deal with all or any part of the property and rights of Genealogy Sunshine Coast except collection items donated to Genealogy Sunshine Coast by members of the public or through other sources. Collection items shall not be sold and cannot be otherwise disposed of except by resolution of a General Meeting of Genealogy Sunshine Coast and on the recommendation of the Management Committee.
Take any gift of property whether subject to any special trnst or not, for any one or more of the objectives of Genealogy Sunshine Coast.
Take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of Genealogy Sunshine Coast, in the shape of grants, donations, annual subscriptions or otherwise.
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 201_8 Page 15 of25
Print and publish any newspapers, periodicals, books or leaflets, digital and electronic, that Genealogy Sunshine Coast may think desirable for the fulfilment of its objectives.
Within the above powers, do all things necessary and convenient to be done in carrying out its affairs and in exercising the powers of Genealogy Sunshine Coast.
Under Rule 25, the Management Committee may appoint a Subcommittee consisting of members of the Association considered appropriate by the Management Committee to help with the conduct of a specific aspect of the Association's operations.
Meetings of Management Committee
. Subject to the following sub rnles, the Management Committee may meet and conduct its proceedings as it considers appropriate.
The Management Committee must meet at least once every two calendar months to exercise its functions, preferably every calendar month.
The Management Committee must decide how a meeting is to be called.
Notice of a meeting is to be given in the way decided by the Management Committee.
The Management Committee may hold meetings, or permit 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.
A Committee member who participates in the meeting as mentioned in sub rule (5) is taken to be present at the meeting.
A question arising at a Committee meeting is to be decided by a majority vote of members of the Committee present at the meeting and, if the votes are equal, the question is decided in the negative.
A member of the Management Committee must not vote on a question about a contract or proposed contract with the Association if the member has an interest in the contract or proposed contract and, if the member does vote, the members vote must not be counted.
The President is to preside as Chairperson at a Management Committee meeting.
If there is no President or if the President is not present within 10 minutes after the time fixed for a Management Committee meeting, the members may choose one of their number to preside as Chairperson at the meeting.
Quorum and Adjournment of Management Committee Meetings
At a Management Committee meeting, more than 50% of the members elected to the Committee as at the close of the last General Meeting of the members form a quorum.
If there is no quorum within 30 minutes after the time fixed for a Management Committee meeting called on the request of members of the Committee, the meeting lapses.
If there is no quorum within 30 minutes after the time fixed for a Management Committee meeting called other than on the request of the members of the Committee:
the meeting is to be adjourned for at least one day; and
the members of the Management Committee who are present are to decide the day, time and place of the adjourned meeting.
If, at an adjourned meeting mentioned in sub rule (3), there is no quorum within 30 minutes after the time fixed for the meeting, the meeting lapses.
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 16 of25
Special Meeting of Management Committee
If the Secretary receives a request, written with an implement on paper, signed by at least 33% of the members of the Management Committee, the Secretary must call a Special Meeting of the Committee by giving each member of the Committee notice of the meeting within 14 days after the Secretary receives the request.
If the Secretary is unable or unwilling to call the Special Meeting, the President must call the meeting.
A request for a Special Meeting must state:
why the Special Meeting is required; and
the business to be conducted at the meeting.
A notice of a Special Meeting must state:
the date, time and place of the meeting; and
the business to be conducted at the meeting.
A Special Meeting of the Management Committee must be held within 14 days after notice of the meeting is given to the members of the Management Committee.
Minutes of Management Committee Meetings
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.
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.
Appointment of Subcommittees
The Management Committee may appoint a Subcommittee consisting of members of the Association considered appropriate by the Management Committee to help with the conduct of the Association's operations.
A member of the Subcommittee who is not a member of the Management Committee is not entitled to vote at a Management Committee meeting.
A Subcommittee may elect a Chairperson of its meetings.
If a Chairperson is not elected, or if the Chairperson is not present within ten minutes after the time fixed for a meeting, the members present may choose one of their number to be Chairperson of the meeting.
A Subcommittee may meet and adjourn as it considers appropriate.
A question arising at a Subcommittee meeting is to be decided by a majority vote of the members present at the meeting and, if the votes are equal, the question is decided in the negative.
Acts Not Affected by Defects or Disqualifications
An act performed by the Management Committee, a Subcommittee or a person acting as a member of the Management Committee is taken to have been validly performed.
Subrule (1) applies even if the act was performed when:
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 17 of25
there was a defect in the appointment of a member of the Management Committee,
Subcommittee or person acting as a member of the Management Committee; or
a Management Committee member, Subcommittee member or person acting as a member of the Management Committee was disqualified from being a member.
Resolutions of Management Committee Without Meeting
A written resolution signed by each member of the Management Committee is as valid and effectual as if it had been passed at a Committee meeting that was properly called and held.
A resolution mentioned in sub mle (a) may consist of several documents in like form, each signed by one or more members of the Committee.
Annual General Meetings
An Annual General Meeting must be held:
at least once each year; and
within three months after the end date of the Association's reportable financial year.
Business to be Conducted at the Annual General Meeting
The following business must be conducted at each annual general meeting of the Association:
receiving a financial statement and audit report, for the last reportable financial year; and
presenting the financial statement and audit report to the meeting for adoption; and
electing members of the Management Committee; and
appointing an auditor for the present financial year.
Notice of General Meeting
The Secretary may call a General Meeting of the Association.
General Meetings are normally held each month but may be at a longer interval at the discretion of the Management Committee provided the interval between meetings is less than 60 days.
The Secretary must give at least 14 days notice of the meeting to each member of the Association.
If the Secretary is unable or unwilling to call the meeting, the President must call the meeting.
The Management Committee may decide the way in which the notice must be given.
However, notice of the following meetings must be given in writing:
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a meeting called to hear and decide the appeal of a person against the Management Committee's decision:
to reject the person's application for membership of the Association; or
to terminate the person's membership of the Association;
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a meeting called to hear and decide a proposed special resolution of the Association.
An Agenda must be available to members not less than three days before the meeting and must state the business to be conducted at the meeting.
Quorum for, and Adjournment of, General Meeting
The quorum for a General Meeting is at least the number of members elected or appointed to the Management Committee at the close of the Association's last General Meeting, plus one.
However, if all members of Genealogy Sunshine Coast are members of the Management Committee, the quorum is the total number of members less one.
No business may be conducted at a General Meeting unless there is a quorum of members when the meeting proceeds to business.
If there is no quorum within 30 minutes after the time fixed for a General Meeting called on the request of members of the Management Committee or the Association, the meeting lapses.
If there is no quorum within 30 minutes after the time fixed for a General Meeting called other than on the request of members of the Management Committee or the Association:-
the meeting is to be adjourned for at least seven days; and
the Management Committee is to decide the day, time and place of the adjourned meeting.
The Chairperson may, with the consent of any meeting at which there is a quorum, and must if directed by the meeting, adjourn the meeting from time to time and from place to place.
If a meeting is adjourned under subrule (6), only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting.
The Secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30 days.
If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting.
Procedure at General Meeting
A member may take part and vote in a General Meeting in person, by proxy, by attorney or by using any technology that reasonably allows the member to hear and take part in discussions as they happen.
A member who participates in a meeting as mentioned in sub rule (1) is deemed to be present at the meeting.
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At each General Meeting:
the President is to preside as Chairperson; and
if there is no President or if the President is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the members present must elect one of their number to be Chairperson of the meeting; and
the Chairperson must conduct the meeting in a proper and orderly way.
Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 19 of25
Motions:
A motion is a fonnal proposal brought before a meeting. A Member may bring forward any business. All motions:
should be in writing and sent "Attention President" and must be received at least 10 clear days before the General Meeting;
are required to have a proposer and a seconder prior to being submitted.
are to be sent out to all members with the Agenda at least three days prior to the General Meeting intended to deal with the motion.
A Member may also bring forward any business by way of a motion without notice however; this motion must be tabled and not voted on until the following General Meeting to allow the Management Committee to review the motion and also allow time for people to give fair consideration before being asked to vote.
The Chairperson of the meeting may refuse to accept a motion without notice if they consider:
the motion should be dealt with by way of a written notice of motion, or
the motion is outside the power of the meeting, or
the motion is vague, irrelevant, insulting or improper.
A motion shall lapse ifthere is no seconder.
No substantive motion or amendment may be proposed at a meeting, which is in substance, the same motion as has previously been proposed and dealt with (in the same meeting).
A Member moving or seconding a motion will speak to the motion at the time of moving or seconding the motion.
A Member may only speak once to a motion except to provide an explanation in regard to a material part of their speech.
The Chairperson shall read out the motion at three separate times before a vote is taken.
A motion shall be decided in the same way as Voting at a General Meeting.
If a member abstains from voting they have exercised their right to refrain from voting. A decision on the motion is arrived at by those persons present and voting. Abstaining does not count as voting and that member cannot be counted in relation to the total numbers for or against the motion.
Voting at a General Meeting
At a General Meeting, each question, matter or resolution, other than a special resolution, must be decided by a majority of votes of the eligible members present.
Each member present and eligible to vote is entitled to one vote only and if the votes are equal, the Chairperson has a casting vote as well as a primary vote.
A member is not entitled to vote at a General Meeting if the member's annual subscription is in arrears at the date of the meeting.
The method of voting is to be decided by the Management Committee.
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However, if at least 20% of the members present demand a secret ballot, voting must be by secret ballot.
If a secret ballot is held, the Chairperson must appoint two members to conduct the secret ballot in the way the Chairperson decides.
Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 20 of25
The result of a secret ballot as declared by the Chairperson is taken to be a resolution of the meeting at which the ballot was held.
Special General Meeting
The Secretary must call a Special General Meeting by giving each member of the Association notice of the meeting within 14 days after:
being directed to call the meeting by the Management Committee; or
being given a request, written with an implement on paper, signed by: .
at least 33% of the number of members of the Management Committee when the request is signed; or
at least the number of ordinary members of the Association equal to double the number of members of the Association on the Management Committee when the request is signed plus one; or
being given a written notice of an intention to appeal against the decision of the Management Committee:
to reject an application for membership; or
to terminate a person's membership.
A request mentioned in subrule 1(b) must state:
why the Special General Meeting is being called; and
the business to be conducted at the meeting.
A Special General Meeting must be held within 2 months after the Secretary:
is directed to call the meeting by the Management Committee; or
is given the written request mentioned in subrule l(b); or
is given the written notice of an intention to appeal mentioned in subrule l(c).
If the Secretary is unable or unwilling to call the special meeting, the President must call the meeting.
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 21 of25
Proxy Voting
An instrument appointing a proxy must be in writing and be in the following form:
Sunshine Coast Historical and Genealogical Resource Centre Inc.
I, [full name]
[address]
appoint [name of proxy]
of
, being a member of the above Association,
of [address of proxy] as my proxy to vote for me on my behalf at the Annual/General Meeting of the Association, to be held on
the [date] day of [month] [year]
and at any adjournment of that meeting from which I am absent. I am instructing my proxy to vote in the following manner:
Resolution Description
In Favour
Against
[To instruct the proxy how to vote please mark the appropriate box above. No mark allows the proxy to vote at their discretion]
Signed this day of , 20 .
Signature
The instrument appointing a proxy must:
If the appointor is an individual - be signed by the appointor or the appointor's attorney properly authorised in writing; or
If the appointor is a Corporation:
be under seal; or
be signed by a properly authorised officer or attorney of the Corporation.
A proxy may be a member of Genealogy Sunshine Coast or another person.
The Chairperson of the meeting may be appointed as the proxy if the member so chooses.
The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot.
Each instrument appointing a proxy should be given to the Secretary at least two weeks before the meeting or adjourned meeting at which the person named in the instrument proposes to vote. However, under extenuating circumstances and at the Secretary's discretion, proxy notices may be accepted after this time.
A member can instruct a proxy to vote for or against a resolution by marking the appropriate box on the form. If no voting instruction is marked, the proxy may vote as the proxy considers appropriate.
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 22 of25
Printed on 17/05/21
Minutes of General Meetings
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.
To ensure the accuracy of the minutes:-
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
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.
If asked by a member of the Association, the Secretary must, within 28 days after the request is made:
make the minute book for a particular General Meeting available for inspection by the member at a mutually agreed time and place; and
give the member copies of the minutes of the meeting.
The Association may require the member to pay the reasonable costs of providing copies of the minutes.
By-laws
The Management Committee may make, amend or repeal by-laws, not inconsistent with these Rules, for the internal management of the Association.
A by-law may be set aside by a vote of members at a General Meeting of the Association.
Alteration of Rules
Subject to the Act, these Rules may be amended, repealed or added to by a special resolution carried at a General Meeting.
However an amendment, repeal or addition is valid only if it is registered by the Chief Executive.
Common Seal
The Management Committee must ensure the Association has a Common Seal.
The Common Seal must be:
kept securely by the Management Committee; and
used only under the authority of the Management Committee.
Each instrument to which the seal is attached must be signed by a member of the Management Corrimittee and countersigned by:
the Secretary; or
another member of the Management Committee; or
someone authorised by the Management Committee.
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 23 of25
Funds and Accounts
The funds of the Association must be kept in an account in the name of the Association in a financial institution decided by the Management Committee.
Records and accounts must be kept in the English language showing full and accurate particulars of the fmancial affairs of the Association.
All amounts must be deposited in the financial institution account as soon as practicable after receipt
Any payment by Genealogy Sunshine Coast must be made by electronic funds transfer.
Any electronic transfer or payment must be authorised by any two of the following:
the President;
the Secretary;
the Treasurer;
any one of three other members of the Association who have been authorised by the Management Committee to log-in to the financial institution.
However, one of the persons who authorises payment must be the President, the Secretary or the Treasurer.
A petty cash account must be kept on the imprest system, and the Management Committee must decide the amount of petty cash to be kept in the account. The only areas which keep a Petty Cash system are the Kitchen and Library.
All expenditure must be approved or ratified at a Management Committee meeting.
General Financial Matters
On behalf of the Management Committee, the Treasurer must, as soon as practicable after the end date of each financial year, ensure a Financial Statement for the Association's last reportable financial year is prepared.
The income and property of the Association must be used solely· in promoting the Association's objectives and exercising the Association's powers.
At the first Management Meeting following the Annual General Meeting, financial limits shall be established for all Committees and Subcommittees of the Association. These limits shall be set by the Management Committee.
Documents
The Management Committee must ensure the safe custody of books, documents, instruments of title and securities of the Association.
Financial Year
The end date of the Association's financial year is 30th June in each year.
Validity of Electronic Transactions
For the purposes of a law of the Commonwealth, a transaction is not invalid because it took place wholly or partly by means of one or more electronic communications.
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 24 of25
' I
If, under a law of the Commonwealth, a person is required to give information in writing, that requirement is taken to have been met if the person gives the infonnation by means of an electronic communication, where:
in all cases - at the time the infonnation was given, it was reasonable to expect that the information would be readily accessible so as to be useable for subsequent reference; and
the person to whom the info1mation is required to be given consents to the information being given by way of electronic communication.
Wi·iting- means any method of transcribing or reproducing the written word and unless stated, may be ink, pencil or otherwise.
Dissolution
This rule applies if the Association:
is wound-up under part 10 of the Act; and
has surplus assets.
The surplus assets must not be distributed among the members of the Association.
The surplus assets must be given to another entity:
having objectives similar to the Association's objectives; and
the rules of which prohibit the distribution of the entity's income and assets to its members.
Swplus Assets - means, in relation to the incorporated association, the assets after payment of the debts and liabilities remaining on a winding-up of the incorporated association and the costs, charges and expenses of the winding-up.
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Sunshine Coast Historical and Genealogical Resource Centre Inc. Constitution 2018 Page 25 of25