Constitution
Model rules
1 Interpretation
(1) In these rules—
Act means the Associations Incorporation Act 1981.
aggrieved party see rule 12A(3)
dispute resolution centre means a dispute resolution centre established under the Dispute Resolution Centres Act1990.
present—
(a) at a management committee meeting, see rule 23(6); or
(b) at a general meeting, see rule 37(2).
special resolution of Sharehouse means a resolution passed at a general meeting Sharehouse by the votes of 3/4 of the members who are present and entitled to vote on the resolution, in accordance with Schedule 2 of the Act.
(2) A word or expression that is not defined in these model rules, but is defined in the Act has, if the context permits, the meaning given by the Act.
2 Name
The name of the incorporated association is Sharehouse Youth Programs Inc (Sharehouse).
3 Objects
(1) The objects of Sharehouse are—
(a) to provide benevolent relief to youth experiencing socio-economic disadvantage, sickness, suffering, misfortune, disability or distress; and
(b) to be a public benevolent institution in terms of Item 4.1.1 of section 30-45 of the Income Tax Assessment Act 1997(Cth).
(2) To achieve these objects, Share house may, without limitation:
(a) empower and support young people facing homelessness, crisis, social disconnection, suffering, socioeconomical advantage and other challenges. We walk alongside young people as they work towards greater independence, social inclusion, employment, emotional wellbeing and a positive future;
(b) provide individualised support through supported housing, social inclusion strategies, emotional wellbeing support, practical life skills, and employment and education pathways, helping young people build confidence and the skills needed to navigate everyday life;
(c) provide supported accommodation and outreach support programs that assist young people to work towards stable housing, independence and positive outcomes;
(d) build and maintain strong partnerships and networks across government, community organisations, businesses and the broader community to strengthen support, create opportunities and improve outcomes for young people;
(e) represent and advocate for young people, supporting their agency, self-determination and access to opportunities that enable them to have a voice in decisions that affect their lives;
(f) work with young people, regardless of gender, sexuality, cultural identity, background, religious belief or activity, parental status and family responsibility and any other attribute covered by the Anti-Discrimination act ensuring our services are inclusive, respectful and accessible;
(g) meet young people where they are, recognising that every journey is different ,and provide respectful, strengths-based support with unconditional positive regard that responds to their individual needs; and
(h) support young people across a range of programs and services, with age eligibility determined by the needs of each program and the requirements of relevant funding agreements, ensuring young people receive appropriate and targeted support.
4 Powers
(2) Sharehouse has the powers of an individual, and may, for example:
(a) enter into contracts; and
(b) acquire, hold, deal with and dispose of property; and
(c) make charges for services and facilities it supplies; and
(d) do other things necessary or convenient to be done in carrying out its affairs.
(3) Sharehouse may also issue secured and unsecured notes, debentures and debenture stock for Sharehouse.
5 Classes of members
(1) The membership of Sharehouse consists of ordinary members, and any of the following classes of members:
(a) Ordinary Members; and
(b) Life Members.
(1) The number of ordinary members is unlimited.
6 New membership
(1) An applicant for membership of Sharehouse must be proposed by 1 member of Sharehouse (the proposer) and seconded by another member (the seconder).
(2) An application for membership must be:
(a) in writing; and
(b) signed by the applicant and the applicant’s proposer and seconder; and
(c) in the form decided by the management committee.
7 Membership fees
No member is required to pay membership fees of any kind.
8 Admission and rejection of new members
(1) The management committee must consider an application for membership at the next committee meeting held after it receives the application for membership.
(2) The management committee must ensure that, as soon as possible after the person applies to become a member of Sharehouse, and before the management committee considers the person’s application, the person is advised:
(a) whether or not Sharehouse has public liability insurance; and
(b) if Sharehouse has public liability insurance, the amount of the insurance.
(3) The management committee must decide at the meeting whether to accept or reject the application.
(4) 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.
(5) The secretary of Sharehouse 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.
9 When membership ends or is suspended
(1) A member may resign from Sharehouse by giving a written notice of resignation to the secretary.
(2) The resignation takes effect at:
(a) the time the notice is received by the secretary; or
(b) if a later time is stated in the notice, then the later time.
(3) The management committee may terminate a member’s membership if the member:
(a) within three weeks (with additional time for reasonable postage time) of the secretary giving a written request to the member, has not responded in writing confirming that they wish to remain a Member;
(b) is convicted of an indictable offence;
(c) does not comply with any of the provisions of these rules; or
(d) conducts himself or herself in a way considered to be injurious or prejudicial to the character or interests of Sharehouse.
(4) Before the management committee terminates a member’s membership, the committee must give the member written notice of the committee’s intention to terminate the member’s membership and the reason for the proposed termination.
(5) The management committee may suspend a member’s membership while that person or an immediate family member of that person is an employee of Sharehouse.
(6) The management committee must give the member written notice of the committee’s intention to suspend the member’s membership and the reason for the suspension.
(7) As soon as reasonably practicable following the conclusion of a suspended member’s employment or the employment of their immediate family member, the committee must either:
(a) remove the suspension from the member’s membership; or
(b) terminate the suspended member’s membership under rule 9(3).
(2) As soon as reasonably practicable following notice under rule 9(4) or 9(7)(b), the committee must give the member a full and fair opportunity to show why the membership should not be terminated.
(3) If, after considering all representations made by the member, the management committee decides to terminate the membership, the secretary of the committee must give the member a written notice of the decision.
10 Appeal against rejection or termination of membership
(1) A person whose application for membership has been rejected, or whose membership has been terminated, may give the secretary written notice of the person’s intention to appeal against the decision.
(2) A notice of intention to appeal must be given to the secretary within 1 month after the person receives written notice of the decision.
(3) If the secretary receives a notice of intention to appeal, the secretary must, within 1 month after receiving the notice, call a general meeting to decide the appeal.
11 General meeting to decide appeal
(1) The general meeting to decide an appeal must be held within 3 months after the secretary receives the notice of intention to appeal.
(2) At the meeting, the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated.
(3) Also, 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.
(4) An appeal must be decided by a majority vote of the members present and eligible to vote at the meeting.
12 Register of members
(1) The management committee must keep a register of members of Sharehouse.
(2) The register must include the following particulars for each member—
(a) the full name of the member;
(b) the postal or residential address of the member;
(c) the date of admission as a member;
(d) the date of death or time of resignation of the member;
(e) details about the termination or reinstatement of membership;
(f) any other particulars the management committee or the members at a general meeting decide.
(3) The register must be open for inspection by members of Sharehouse at all reasonable times.
(4) A member must contact the secretary to arrange an inspection of the register.
(5) However, the management committee may, on the application of a member of Sharehouse, 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 at risk of harm.
12A Grievance procedure
(1) This rule sets out a grievance procedure for dealing with a dispute under the rules between parties as mentioned in section 47A(1) of the Act.
(2) To remove any doubt, it is declared that the grievance procedure can not be used by a person whose membership has been terminated if the rules provide for an appeal process against the termination.
(3) A member (the aggrieved party) initiates the grievance procedure in relation to the dispute by giving a notice in writing of the dispute to—
(a) the other party; and
(b) if the other party is not the management committee—the management committee.
(4) If 2 or more members initiate a grievance procedure in relation to the same subject matter, the management committee may deal with the disputes in a single process and the members must choose 1 of the members (also the aggrieved party) to represent the members in the grievance procedure.
(5) Subject to rule 12B, the parties to the dispute must, in good faith, attempt to resolve the dispute.
(6) If the parties to the dispute can not resolve the dispute within 14 days after the aggrieved party initiates the grievance procedure, the aggrieved party may, within a further 21 days, ask Sharehouse’s secretary to refer the dispute to mediation.
(7) Subject to rule 12B, if the aggrieved party asks Sharehouse’s secretary to refer the dispute to mediation under subrule (6), the management committee must refer the dispute within 14 days after the request.
(8) If the aggrieved party does not ask Sharehouse’s secretary to refer the dispute to mediation under subrule (6), the grievance procedure in relation to the dispute ends.
12B Grievance procedure not continued in particular circumstances
(1) This rule applies if—
(a) a member initiates a grievance procedure in relation to a dispute and Sharehouse’s management committee is the other party to the dispute; or
(b) the aggrieved party asks Sharehouse’s secretary to refer the dispute to mediation under rule 12A(6).
(2) The management committee does not have to act under rule 12A(5) or (7) if—
(a) the aggrieved party has, within 21 days before initiating the grievance procedure, behaved in a way that would give the management committee grounds for taking disciplinary action under the rules against the aggrieved party in relation to the matter the subject of the grievance procedure; or
(b) before the grievance procedure was initiated, a process had started to take action under the rules against the aggrieved party or terminate the aggrieved party’s membership, as provided for under the rules, and the dispute relates to that process or to a matter relevant to that process; or
(c) the dispute relates to an obligation under the Liquor Act 1992 or any other State law to prevent the entry of the aggrieved party to, or to remove the aggrieved party from, premises used by Sharehouse, or to refuse to serve liquor to the aggrieved party at the premises; or
(d) the dispute could reasonably be considered frivolous, vexatious, misconceived or lacking in substance, or relates to a matter that has already been the subject of the grievance procedure.
12C Appointment of mediator
(1) If a dispute under rule 12A is referred to mediation—
(a) the parties to the dispute must choose a mediator to conduct the mediation; or
(b) if the parties are unable to agree on the appointment of a mediator within 14 days after the dispute is referred to mediation, the mediator must be—
(i) for a dispute between a member and another member—a person appointed by the management committee; or
(ii) for a dispute between a member and the management committee or Sharehouse—an accredited mediator or a mediator appointed by the director of a dispute resolution centre.
(2) An accredited mediator may refuse to be the mediator, or the director of a dispute resolution centre may refuse to appoint a mediator, to mediate the dispute.
(3) If subrule (2) applies, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
12D Conduct of mediation
(1) If a mediator is appointed under rule 12C, the mediator must start the mediation as soon as possible after the appointment and try to finish the mediation within 28 days after the appointment.
(2) Subrule (1) does not apply if the mediator is a mediator appointed by the director of a dispute resolution centre.
(3) The mediator—
(a) must give each party to the dispute an opportunity to be heard on the matter the subject of the dispute; and
(b) must comply with natural justice; and
(c) must not act as an adjudicator or arbitrator; and
(d) during the mediation—may see the parties with or without their representatives, together or separately.
(4) The parties to the dispute must act reasonably and genuinely in the mediation and help the mediator to start and finish the mediation within the period mentioned in subrule (1).
(5) The costs of the mediation, if any, are to be shared equally between the parties unless otherwise agreed.
(6) If the mediator can not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
12E Representation for grievance procedure
(1) A party to a dispute may appoint any qualified person to act on behalf of the party in the grievance procedure.
(2) For subrule (1), a person is qualified to act on behalf of a party if the person—
(a) has sufficient knowledge of the matter the subject of the dispute to be able to represent the party effectively; and
(b) is authorised to negotiate an agreement for the party.
(3) If a party appoints a person under subrule (1) to act on the party’s behalf, the party must give written notice of the appointment to each of the following entities—
(a) the other party to the dispute;
(b) the management committee;
(c) if a mediator has been appointed before the party appoints the person—the mediator.
12F Electronic communication for grievance procedure
Any meeting or mediation session required under the grievance procedure may be conducted by electronic means if the parties to the dispute and, for a mediation, the mediator agree.
13 Prohibition on use of information on register of members
(1) A member of Sharehouse must not—
(a) use information obtained from the register of members of Sharehouse to contact, or send material to, another member of Sharehouse for the purpose of advertising for political, religious, charitable or commercial purposes; or
(b) disclose information obtained from the register to someone else, knowing that the information is likely to be used to contact, or send material to, another member of Sharehouse for the purpose of advertising for political, religious, charitable or commercial purposes.
(2) Subrule (1) does not apply if the use or disclosure of the information is approved by Sharehouse.
14 Appointment or election of secretary
(1) The secretary must be an adult residing in Queensland, or in another State but not more than 65km from the Queensland border, who is:
(a) a member of Sharehouse elected by Sharehouse as secretary; or
(b) any of the following persons appointed by the management committee as secretary:
(i) a member of Sharehouse’s management committee; or
(ii) another member of Sharehouse.
(2) If a vacancy happens in the office of secretary, the members of the management committee must ensure a secretary is appointed or elected for Sharehouse within 1 month after the vacancy happens.
(3) If the management committee appoints a person mentioned in subrule (1)(b)(ii) as secretary, other than to fill a casual vacancy on the management committee, the person does not become a member of the management committee.
(4) However, if the management committee appoints a person mentioned in subrule (1)(b)(ii) as secretary to fill a casual vacancy on the management committee, the person becomes a member of the management committee.
(5) In this rule casual vacancy, on a management committee, means a vacancy that happens when an elected member of the management committee resigns, dies or otherwise stops holding office.
15 Removal of secretary
(1) The management committee of Sharehouse may at any time remove a person appointed by the committee as the secretary.
(2) If the management committee removes a secretary who is a person mentioned in rule 14(1)(b)(i), the person remains a member of the management committee.
(3) If the management committee removes a secretary who is a person mentioned in rule 14(1)(b)(ii) and who has been appointed to a casual vacancy on the management committee under rule 14(4), the person remains a member of the management committee.
16 Functions of secretary
The secretary’s functions include, but are not limited to—
(a) calling meetings of Sharehouse, including preparing notices of a meeting and of the business to be conducted at the meeting in consultation with the Chair of Sharehouse; and
(b) keeping minutes of each meeting; and
(c) keeping copies of all correspondence and other documents relating to Sharehouse; and
(d) maintaining the register of members of Sharehouse.
17 Membership of management committee
(1) The management committee of Sharehouse consists of a chair (Chair), vice chair (Vice-Chair), treasurer, secretary and any other persons elected by members at a general meeting.
(2) A member of the management committee must be a member of Sharehouse.
(3) At each annual general meeting of Sharehouse, the members of the management committee must retire from office, but are eligible, on nomination, for re-election.
(4) A member of Sharehouse may be appointed to a casual vacancy on the management committee under rule 20.
(5) The management committee shall comprise of no more than nine (9) committee members at any one time.
18 Electing the management committee
(1) A member of the management committee may only be elected as follows:
(a) any two members of Sharehouse (at the time of nomination) may nominate another member (the candidate) to serve as a member of the management committee;
(b) the nomination must be:
(i) in writing; and
(ii) signed by the candidate and the members who nominated him or her; and
(iii) given to the secretary at least 14 days before the annual general meeting at which the election is to be held; and
(c) each member of Sharehouse present and eligible to vote at the annual general meeting may vote for 1 candidate for each vacant position on the management committee.
(2) A person may be a candidate only if the person:
(a) is an adult; and
(b) is not ineligible to be elected as a member under section 61A of the Act.
(3) 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 Sharehouse for at least 7 days immediately preceding the annual general meeting.
(4) If required by the management committee, balloting lists must be prepared containing the names of the candidates in alphabetical order.
(5) The management committee must ensure that, before a candidate is elected as a member of the management committee, the candidate is advised:
(a) whether or not Sharehouse has public liability insurance; and
(b) if Sharehouse has public liability insurance, the amount of the insurance.
19 Resignation, removal or vacation of office of management committee member
(1) A member of the management committee may resign from the committee by giving written notice of resignation to the secretary.
(2) The resignation takes effect at—
(a) the time the notice is received by the secretary; or
(b) if a later time is stated in the notice—the later time.
(3) A member of the management committee may be removed from office at a general meeting of Sharehouse if a majority of the members present and eligible to vote at the meeting vote in favour of removing the member.
(4) Before a vote of members is taken about removing the member of the management committee from office, the member of the management committee must be given a full and fair opportunity to show cause why he or she should not be removed from office.
(5) A member of the management committee has no right of appeal against their removal from office under this rule.
(6) A member of the management committee immediately vacates the office of member in the circumstances mentioned in section 64(2) of the Act.
20 Vacancies on management committee
(1) If a casual vacancy happens on the management committee, the continuing members of the committee may appoint another member of Sharehouse to fill the vacancy until the next annual general meeting.
(2) The continuing members of the management committee may act despite a casual vacancy on the management committee.
(3) However, if the number of committee members is less than the number fixed under rule 23(1) as a quorum of the management committee, the continuing members may act only to—
(a) increase the number of management committee members to the number required for a quorum; or
(b) call a general meeting of Sharehouse.
21 Functions of management committee
(1) Subject to these rules or a resolution of the members of Sharehouse carried at a general meeting, the management committee has the general control and management of the administration of the affairs, property and funds of Sharehouse.
(2) The management committee has authority to interpret the meaning of these rules and any matter relating to Sharehouse 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 Sharehouse’s rules are inconsistent with the Act—see section 1D of the Act.
(3) The management committee may exercise the powers of Sharehouse—
(a) to borrow, raise or secure the payment of amounts in a way the members of Sharehouse decide; and
(b) to secure the amounts mentioned in paragraph (a) or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by Sharehouse in any way, including by the issue of debentures (perpetual or otherwise) charged upon the whole or part of Sharehouse’s property, both present and future; and
(c) to purchase, redeem or pay off any securities issued; and
(d) to borrow amounts from members and pay interest on the amounts borrowed; and
(e) to mortgage or charge the whole or part of its property; and
(f) to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of Sharehouse; and
(g) to provide and pay off any securities issued; and
(h) to invest in a way the members of Sharehouse may from time to time decide.
(4) 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:
(a) the financial institution for Sharehouse; or
(b) if there is more than 1 financial institution for Sharehouse, the financial institution nominated by the management committee.
22 Meetings of management committee
(1) Subject to this rule, the management committee may meet and conduct its proceedings as it considers appropriate.
Note— See also sections 70B and 70C of the Act about requirements relating to the proceedings of the management committee if a member of the committee has a material personal interest in a matter being considered at a meeting of the committee.
(2) The management committee must meet at least once every 3 months to exercise its functions.
(3) The management committee must decide how a meeting is to be called.
(4) Notice of a meeting is to be given in the way decided by the management committee.
(5) 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.
(6) A committee member who participates in the meeting as mentioned in subrule (5) is taken to be present at the meeting.
(7) 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.
(8) A member of the management committee must not vote on a question about a contract or proposed contract with Sharehouse if the member of the management committee has an interest in the contract or proposed contract and, if the member does vote, the member’s vote must not be counted. This must be disclosed as a conflict Sharehouse’s conflict register.
(9) The Chair is to preside as chairperson at a management committee meeting.
(10) If there is no Chair or if the Chair is not present within 10 minutes after the time fixed for a management committee meeting, the Vice Chair shall preside as chairperson at the meeting.
23 Quorum for, and adjournment of, management committee meeting
(1) At a management committee meeting, more than 50% of the members elected to the committee as at the time of the management committee meeting form a quorum.
(2) 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.
(3) 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—
(a) the meeting is to be adjourned for at least 1 day; and
(b) the members of the management committee who are present are to decide the day, time and place of the adjourned meeting.
(4) If, at an adjourned meeting mentioned in subrule (3), there is no quorum within 30 minutes after the time fixed for the meeting, the meeting lapses.
24 Special meeting of management committee
(1) If the secretary receives a written request 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.
(2) If the secretary is unable or unwilling to call the special meeting, the Chair must call the meeting.
(3) A request for a special meeting must state—
(a) why the special meeting is called; and
(b) the business to be conducted at the meeting.
(4) A notice of a special meeting must state—
(a) the day, time and place of the meeting; and
(b) the business to be conducted at the meeting.
(5) 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.
25 Minutes of management committee meetings
(1) 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.
(2) 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.
26 Appointment of subcommittees
(1) The management committee may appoint a subcommittee consisting of members of Sharehouse considered appropriate by the committee to help with the conduct of Sharehouse’s operations.
(2) A member of the subcommittee who is not a member of the management committee is not entitled to vote at a management committee meeting.
(3) A subcommittee may elect a chairperson of its meetings.
(4) If a chairperson is not elected, or if the chairperson is not present within 10 minutes after the time fixed for a meeting, the members present may choose 1 of their number to be chairperson of the meeting.
(5) A subcommittee may meet and adjourn as it considers appropriate.
(6) 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.
27 Acts not affected by defects or disqualifications
(1) 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.
(2) Subrule (1) applies even if the act was performed when—
(a) 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
(b) a management committee member, subcommittee member or person acting as a member of the management committee was disqualified from being a member.
28 Resolutions of management committee without meeting
(1) 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.
(2) A resolution mentioned in subrule (1) may consist of several documents in like form, each signed by 1 or more members of the committee.
29 Annual general meetings
Each annual general meeting must be held—
(a) at least once each year; and
(b) within 6 months after the end date of Sharehouse’s reportable financial year.
30 Management committee members to be elected at annual general meeting
Sharehouse must elect the members of the management committee at each annual general meeting of Sharehouse.
31 Other business for annual general meeting of large incorporated associations and particular medium and small incorporated associations
(1) This rule applies if Sharehouse is—
(a) a large incorporated association to which sections 59A and 59AA of the Act apply; or
(b) a medium incorporated association to which section 59A and 59AA of the Act apply; or
(c) a small incorporated association to which section 59A and 59AA of the Act apply.
(2) The following business must be conducted at each annual general meeting of Sharehouse—
(a) receiving Sharehouse’s financial statement, and audit report, for the last reportable financial year;
(b) presenting the financial statement and audit report to the meeting for adoption;
(c) for a large incorporated association—appointing an auditor or an accountant for the present financial year;
(d) for a medium or small incorporated association—appointing an auditor, an accountant or an approved person for the present financial year.
32 Other business for annual general meeting of other medium incorporated associations
(1) This rule applies if Sharehouse is a medium incorporated association to which sections 59A and 59AB of the Act apply.
(2) The following business must be conducted at each annual general meeting of Sharehouse—
(a) receiving Sharehouse’s financial statement, and verification statement, for the last reportable financial year;
(b) presenting the financial statement and verification statement to the meeting for adoption;
(c) appointing an auditor, an accountant or an approved person for the present financial year.
33 Other business for annual general meeting of other small incorporated associations
(1) This rule applies if Sharehouse is a small incorporated association to which sections 59A and 59AB of the Act apply.
(2) The following business must be conducted at each annual general meeting of Sharehouse—
(a) receiving Sharehouse’s financial statement, and verification statement, for the last reportable financial year;
(b) presenting the financial statement and verification statement to the meeting for adoption.
34 Notice of general meeting
(1) The secretary may call a general meeting of Sharehouse.
(2) The secretary must give at least 14 days notice of the meeting to each member of Sharehouse.
(3) If the secretary is unable or unwilling to call the meeting, the Chair must call the meeting.
(4) The management committee may decide the way in which the notice must be given.
(5) However, notice of the following meetings must be given in writing—
(a) a meeting called to hear and decide the appeal of a person against the management committee’s decision—
(i) to reject the person’s application for membership of Sharehouse; or
(ii) to terminate the person’s membership of Sharehouse;
(b) a meeting called to hear and decide a proposed special resolution of Sharehouse.
(6) A notice of a general meeting must state the business to be conducted at the meeting.
35 Quorum for, and adjournment of, general meeting
(1) The quorum for a general meeting is at least the number of members elected or appointed to the management committee at the close of Sharehouse’s last general meeting plus 1.
(2) However, if all members of Sharehouse are members of the management committee, the quorum is the total number of members less 1.
(3) No business may be conducted at a general meeting unless there is a quorum of members when the meeting proceeds to business.
(4) 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 Sharehouse, the meeting lapses.
(5) 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 Sharehouse:
(a) the meeting is to be adjourned for at least 7 days; and
(b) the management committee is to decide the day, time and place of the adjourned meeting.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
36 Procedure at general meeting
(1) 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.
(2) A member who participates in a meeting as mentioned in subrule (1) is taken to be present at the meeting.
(3) At each general meeting—
(a) the Chair is to preside as chairperson; and
(b) if there is no Chair or if the Chair is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the members present must elect 1 of their number to be chairperson of the meeting; and
(c) the chairperson must conduct the meeting in a proper and orderly way.
37 Voting at general meeting
(1) At a general meeting, each question, matter or resolution, other than a special resolution, must be decided by a majority of votes of the members present.
(2) Each member present and eligible to vote is entitled to 1 vote only and, if the votes are equal, the chair:
(a) does not have a casting vote; and
(b) the resolution is taken as lost.
(3) The method of voting is to be decided by the management committee.
(4) However, if at least 20% of the members present demand a secret ballot, voting must be by secret ballot.
(5) If a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the way the chairperson decides.
(6) 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.
38 Special general meeting
(1) The secretary must call a special general meeting by giving each member of Sharehouse notice of the meeting within 14 days after:
(c) being directed to call the meeting by the management committee; or
(d) being given a written request signed by:
(i) at least 33% of the number of members of the management committee when the request is signed; or
(ii) at least the number of ordinary members of Sharehouse equal to double the number of members of Sharehouse on the management committee when the request is signed plus 1; or
(e) being given a written notice of an intention to appeal against the decision of the management committee:
(i) to reject an application for membership; or
(ii) to terminate a person’s membership.
(2) A request mentioned in subrule (1)(b) must state:
(a) why the special general meeting is being called; and
(b) the business to be conducted at the meeting.
(3) A special general meeting must be held within 3 months after the secretary:
(a) is directed to call the meeting by the management committee; or
(b) is given the written request mentioned in subrule (1)(b); or
(c) is given the written notice of an intention to appeal mentioned in subrule (1)(c).
(4) If the secretary is unable or unwilling to call the special meeting, the Chair must call the meeting.
39 Proxies
(1) An instrument appointing a proxy must be in writing and be in the following or similar form:
ShareHouse Youth Programs Inc:
I, _________________ of __________________ being a member
of the association, appoint
___________________________________ of
______________________ as my proxy to vote for me on my
behalf at the (annual) general meeting of Sharehouse, to be held on
the ________ day of _____________________ 20_____ and at
any adjournment of the meeting.
Signed this _______ day of _______________ 20_____
___________________________________ Signature
(2) The instrument appointing a proxy must:
(a) if the appointor is an individual, be signed by the appointor or the appointor’s attorney properly authorised in writing; or
(b) if the appointor is a corporation be signed by a properly authorised officer or attorney of the corporation.
(3) A proxy may be a member of Sharehouse or another person.
(4) The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot.
(5) Each instrument appointing a proxy must be given to the secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
(6) Unless otherwise instructed by the appointor, the proxy may vote as the proxy considers appropriate.
(7) If a member wants a proxy to vote for or against a resolution, the instrument appointing the proxy must be in the following or similar form:
ShareHouse Youth Programs Inc:
I,___________________ of _________________ being a member
of Sharehouse, appoint __________________________________
of
_______________________ as my proxy to vote for me on my
behalf at the (annual) general meeting of Sharehouse, to be held on
the ________ day of _______________________ 20_____ and at
any adjournment of the meeting.
Signed this _______ day of _______________ 20_____
___________________________________ Signature
This form is to be used *in favour of/*against [strike out whichever is not wanted] the following resolutions:
[List relevant resolutions]
40 Minutes of general meetings
(1) 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.
(2) To ensure the accuracy of the minutes—
(a) 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
(b) the minutes of each annual general meeting must be signed by the chairperson of the meeting, or the chairperson of the next meeting of Sharehouse that is a general meeting or annual general meeting, verifying their accuracy.
(3) If asked by a member of Sharehouse, the secretary must, within 28 days after the request is made—
(a) make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place; and
(b) give the member copies of the minutes of the meeting.
(4) Sharehouse may require the member to pay the reasonable costs of providing copies of the minutes.
41 By-laws
(1) The management committee may make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of Sharehouse.
(2) A by-law may be set aside by a vote of members at a general meeting of Sharehouse.
42 Alteration of rules
(1) Subject to the Act, these rules may be amended, repealed or added to by a special resolution carried at a general meeting.
(2) However an amendment, repeal or addition is valid only if it is registered by the chief executive.
43 Execution of documents
Sharehouse may execute a document without using a common seal if the document is signed by a member of the management committee of the association and countersigned by:
(1) a member of the management committee of Sharehouse; or
(2) another person authorised in writing by the management committee of the association.
44 Funds and accounts
(1) The funds of Sharehouse must be kept in an account in Sharehouse’s name in a financial institution decided by the management committee.
(2) Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of Sharehouse.
(3) All amounts must be deposited in the financial institution account as soon as practicable after receipt.
(4) A payment by Sharehouse of $500 or more must be made by cheque or electronic funds transfer.
(5) If a payment of $500 or more is made by cheque, the cheque must be signed by any 2 of the following—
(a) the Chair;
(b) the Vice-Chair;
(c) the secretary;
(d) the treasurer;
(e) any one of three other members of Sharehouse who have been authorised by the management committee to sign cheques issued by Sharehouse.
(6) However, one of the persons who signs the cheque must be the Chair, Vice-Chair, the secretary or the treasurer.
(7) All expenditure must be approved or ratified at a management committee meeting.
45 General financial matters
(1) 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 its last reportable financial year is prepared.
(2) The income and property of Sharehouse must be used solely in promoting Sharehouse’s objects and exercising Sharehouse’s powers.
(3) No part of Sharehouse’s income or property is to be distributed, paid or transferred by way of a bonus, dividend or other similar payment to Sharehouse’s members.
(4) Subrule (3) does not apply to—
(a) reasonable remuneration paid to a member of Sharehouse for work done by the member for or on behalf of Sharehouse; or
(b) any payments or dispositions of property that are incidental to activities of Sharehouse in accordance or consistent with Sharehouse’s objectives.
46 Documents
The management committee must ensure the safe custody of books, documents, instruments of title and securities of Sharehouse.
47 Financial year
The end date of Sharehouse’s financial year is 30th June in each year.
48 Distribution of surplus assets to another entity
(1) This rule applies if Sharehouse—
(a) is wound-up under part 10 of the Act; and
(b) has surplus assets.
(2) The surplus assets must not be distributed among the members of Sharehouse.
(3) The surplus assets must be given to another entity:
(a) having objects similar to Sharehouse’s objects; and
(b) the rules of which prohibit the distribution of the entity’s income and assets to its members.
(4) Subrule (3) applies subject to rule 48 [#xRef].
(5) In this rule— surplus assets see section 92(3) of the Act.
49 Transfer of relevant assets and distribution of other surplus assets on winding-up
(1) This rule applies to an association that has been endorsed as a deductible gift recipient under the Income Tax Assessment Act 1997 (Cth) if Sharehouse –
(c) is wound-up under part 10 of the Act; and
(d) has surplus assets.
(2) Sharehouse must transfer Sharehouse’s relevant assets to another entity that has been endorsed as a deductible gift recipient under that Act.
(3) If Sharehouse is a charity registered under the Australian Charities and Not-for-profits Commission Act 2012 (Cth), the entity to which Sharehouse’s relevant assets are transferred must be a charity at law.
(4) Any surplus assets that are not relevant assets must be distributed under rule 47.
(5) In this rule—
relevant assets, of an association, means Sharehouse’s surplus assets that are—
(a) gifts of money or property given to Sharehouse for use for its principal purpose; or
(b) contributions made in relation to a fund-raising event within the meaning of the Income Tax Assessment Act 1997 (Cwlth) held for the principal purpose of Sharehouse; or
(c) money received by Sharehouse because of the gifts or contributions mentioned in paragraph (a) or (b).
surplus assets see section 92(3) of the Act.
50 Distribution of relevant assets on revocation of endorsement as deductible gift recipient
(1) This rule applies if an association’s endorsement as a deductible gift recipient under the Income Tax Assessment Act 1997 (Cth) is revoked under that Act.
(2) Sharehouse must transfer Sharehouse’s relevant assets to another entity that has been endorsed as a deductible gift recipient under that Act.
(3) In this rule—
relevant assets, of an association, see rule 48.
surplus assets see section 92(3) of the Act
