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Pravilnik Udruženja
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 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.
At
extraordinary general meeting Committee may
choose a new leadership and this authority shall notify its members. For
such a decision requires the consent of a majority of the number of
management board members.
15.
According new technology all meeting Committee can be held via
online technology using Skype, face time, e-mail etc.
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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