New Constitution

The new constitution was approved and adopted by members at the AGM held 1 December 2013.  The committee reviewed our objectives and proposed a shorter name for the group, more reflective of our wider interests. Most of the changes are cosmetic as we move from the old constitution to the new required format. 

Download new Constitution (Word format)

 

Rules of Association

Name of Association

1 The name of the Association is
The 84 Contemporary Textile Group Inc

Definitions

“annual general meeting” is the meeting convened under rule 16 (1);
"Committee meeting" means a meeting referred to in rule 15;
"Committee member" means person referred to in paragraph (a), (b), (c), (d) or (e) of rule 10 (1);
“convene” means to call together for a formal meeting;
“department” means the government department with responsibility for administering the Associations Incorporation Act (1987);
"financial year" means a period commencing on November 1st and ending on October 31st the following year.
"general meeting" means a meeting to which all members are invited;
"member" means member of the Association;
"ordinary resolution" means resolution other than a special resolution;
“poll” means voting conducted in written form (as opposed to a show of hands);
“special general meeting”  means a general meeting other than the annual general meeting;
"special resolution" has the meaning given by section 24 of the Act, that is-
A resolution is a special resolution if it is passed by a majority of not less than three-fourths of the members of the association who are entitled under the rules of the association to vote and vote in person or, where proxies or postal votes are allowed by the rules of the association by proxy or postal vote, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with those rules.
At a meeting at which a resolution proposed as a special resolution is submitted, a declaration by the person presiding that the resolution has been passed as a special resolution shall be evidence of the fact unless, during the meeting at which the resolution is submitted, a poll is demanded in accordance with the rules of the Association or, if the rules do not make provision as to the manner in which a poll may be demanded, by at least 3 members of the association present in person or, where proxies are allowed, by proxy.
If a poll is held, a declaration by the person presiding as to the result of a poll is evidence of the matter so declared.
“ordinary meeting” means any meeting of the Association’s members other than a special general meeting or an annual general meeting.
"the Act" means the Associations Incorporation Act 1987;
"the Association" means the Association referred to in rule 1;
"the Convenor” means-
The person referred to in paragraph (a) of rule 10 (1) or the person for the time being performing the functions of the Convenor.
“the Commissioner” means the Commissioner for Consumer Protection exercising powers under the Act;
"the Committee" means the Committee of Management of the Association referred to in rule 10 (1);
"the Secretary" means the Secretary referred to in paragraph (c) of rule 10 (1);
"the Treasurer" means the Treasurer referred to in paragraph (d) of rule 10 (1);

Objects of Association

3  (1) The objects of the Association are-

 

(2) The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.

Powers of Association

4  The powers conferred on the Association are the same as those conferred by section 13 of  the Act, so that subject to the Act and any additions, exclusions or modifications inserted below, the Association may do all things necessary or convenient for carrying out its objects and purposes, and in particular, may -

 

 

Qualifications for membership of Association

5  (1) Membership of the Association is open to any person who supports the objects of the Association.

 (2) A person who wishes to become a member must-
(a) apply for membership to the Committee in writing-
(i) signed by that person; and
(ii) in such form as the Committee from time to time directs.
(3) The Committee may determine classes of membership from time to time.
(4) A member may, with the permission of the members present, introduce a visitor at a general meeting, but no non-member may attend as a visitor on more than two occasions in any period of twelve months.

Register of members of Association

6  (1) The Secretary, on behalf of the Association, must comply with section 27 of the Act by keeping and maintaining in an up to date condition a register of the members of the Association and their postal or residential addresses and, upon the request of a member of the Association, shall make the register available for the inspection of the member and the member may make a copy of or take an extract from the register but shall have no right to remove the register for that purpose.
(2) The register must be kept and maintained at such place as the Committee decides.
(3) The Secretary must cause the name of a person who dies or who ceases to be a member under rule 8 to be deleted from the register of members referred to in sub-rule (1).

Subscriptions of members of Association

7  (1) The members may from time to time at a general meeting determine the amount of the subscription to be paid by members or classes of member.
(2) Each member must pay to the Treasurer, annually on or before 7 February or such other date as the Committee from time to time determines, the amount of the subscription determined under sub-rule (1).
(3) A member whose subscription is not paid within 3 months after the due date ceases to be a member, unless the Committee decides otherwise.
(4) A person exercises all the rights and obligations of a member for the purposes of these rules if his or her subscription is paid on or before the three months of the due date, or such other time as the Committee allows.

Termination of membership of the Association

8 Membership of the Association may be terminated upon-
(a) receipt by the Secretary or another Committee member of the member’s resignation in writing. Such person remains liable for the amount of any subscription due and payable by but unpaid at the date of termination; or
(b) non-payment by a member of his or her subscription within three months of the date fixed by the Committee for subscriptions to be paid, unless the Committee decides otherwise, or
(c) expulsion of a member in accordance with rule 9.
(d) failure of a member to attend 3 consecutive meetings in any one year without good cause and apology. Such person shall be deemed to have resigned.

Expulsion of Members of Association

9 (1) If the Committee considers that a member should be expelled because his or her conduct is detrimental to the interests of the Association, the Committee must communicate, either orally or in writing, to the member-
(a) 30 days’ notice of the time, date and place of the Committee meeting at which the question of expulsion will be decided; and
(b) particulars of that conduct,
(2) At the Committee meeting at which expulsion is considered, the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, expel with a majority of Committee members, or decline to expel that member from membership and must communicate that decision in writing to that member as soon as practicable.
(3) A member ceases to be a member 14 days after the day on which the decision to suspend or expel a member is communicated to him.
(4) A member who is expelled must, if he or she wishes to appeal against that expulsion, give notice to the Secretary of his or her intention to do so within 14 days.
(5) When notice is given to appeal an expulsion-
(a) a special general meeting, may set aside the decision of the Committee to expel the member, after having afforded that member a reasonable opportunity to be heard by, or to make representations in writing to the general meeting; and
(b) the member ceases to be a member unless the decision of the Committee to expel him or her is set aside under this sub-rule.
(6) Upon expulsion a former member must return all funds and property in their possession to the Association.

Committee of Management

10 (1) Subject to sub-rule (9), the affairs of the Association will be managed exclusively by a Committee of Management consisting of-
(a) a Convenor
(b) a Secretary;
(c) a Treasurer; and
(d) 2 other persons, all of whom must be members of the Association.
(2) Committee members must be elected to membership of the Committee at an annual general meeting or appointed under sub-rule (8).
(3) Subject to sub-rule (8), a Committee member’s term will be from his or her election at an annual general meeting until the next annual general meeting, but he or she is eligible for nomination to membership of the Committee for two further consecutive terms but is then ineligible for nomination for 12 months.
 (4) Except for nominees under sub-rule (7), a person is not eligible for election to membership of the Committee unless a member has nominated him or her for election by delivering notice in writing, including electronically, of that nomination, signed by the nominator; and the nominee to the Secretary not less than 7 days before the day on which the annual general meeting concerned is to be held.
(5) A person who is eligible for election under this rule may vote for himself or herself.
(6) If the number of persons nominated in accordance with sub-rule (4) for election to membership of the Committee does not exceed the number of vacancies in that membership to be filled-
(a) the Secretary must report accordingly to; and
(b) the Chairperson must declare those persons to be duly elected as members of the Committee at,
the annual general meeting concerned.
(7) If vacancies remain on the Committee after the declaration under sub-rule (6), additional nominations of Committee members may be accepted from the floor of the annual general meeting.  If such nominations from the floor do not exceed the number of vacancies the Chairperson must declare those persons to be duly elected as members of Committee.  Where the number of nominations from the floor exceeds the remaining number of vacancies on the Committee, elections for those positions must be conducted. 
(8) If a vacancy remains on the Committee after the application of sub-rule (7), or when a casual vacancy within the meaning of rule 14 occurs in the membership of the Committee-
(a) the Committee may appoint a member to fill that vacancy; and
(b) a member appointed under this sub-rule will -
(i) hold office until the next annual general meeting; and
(ii) be eligible for election to membership of the Committee at the next annual general meeting.
(9) The Committee may delegate, in writing, to one to more sub-committees (consisting of such member or members of the Association as the Committee thinks fit) the exercise of such functions of the Committee as are specified in the delegation other than-

(10) Any delegation under sub-rule (9) may be subject to such conditions and limitations as to the exercise of that function or as to time and circumstances as are specified in the written delegation and the Committee may continue to exercise any function delegated. 
(11) The Committee may, in writing, revoke wholly or in part any delegation under sub-rule (9).

Convenor

11 (1) Subject to this rule, the Convenor must preside at all general meetings and Committee meetings.
(2) Where the Convenor is absent from a general meeting, then the Secretary will preside, or in his or her absence, the Treasurer. If the Convenor, Secretary and Treasurer are absent from a general meeting, a member elected by the members present will preside.
(3) Where the Convenor is absent from a Committee meeting, then the Secretary will preside, or in his or her absence, the Treasurer.

Secretary

12 The Secretary must-
(a) co-ordinate the correspondence of the Association;
(b) keep full and correct minutes of the proceedings of the Committee and of the Association;
(c) comply on behalf of the Association with-
(i) section 27 of the Act with respect to the register of members;
(ii) section 28 of the Act by keeping and maintaining in an up to date condition the rules of the Association and, upon the request of a member of the Association, must make available those rules for the inspection of the member and the member may make a copy of or take an extract from the rules but will have no right to remove the rules for that purpose; and
(A) the names and residential or postal addresses of the persons who hold the offices of the Association provided for by these rules, including all offices held by the persons who constitute the Committee and persons who are authorised to use the common seal of the Association under rule 22; and
(B) the names and residential or postal addresses of any persons who are appointed or act as trustees on behalf of the Association,
 and the Secretary must, upon the request of a member of the Association, make available the record for the inspection of the member and the member may make a copy of or take an extract from the record but will have no right to remove the record.
(d) unless the members resolve otherwise at a general meeting, have custody of all books, documents, records and registers of the Association, other than those required by rule 13 to be kept and maintained by, or in the custody of, the Treasurer; and
(e) perform such other duties as are imposed by these rules on the Secretary.

Treasurer

13  The Treasurer must-

(iv) submitting to members at each annual general meeting of the Association accounts of the Association showing the financial position of the Association at the end of the immediately preceding financial year.

(g) perform such other duties as are imposed by these rules on the Treasurer.

Termination of Membership of Committee

14  Membership of the Committee is terminated if the Committee member-
(a) dies;
(b) resigns by notice in writing delivered to the Convenor or, if the Committee member is the Convenor, to the Secretary and that resignation is accepted by resolution of the Committee;
(c) is convicted of an offence under the Act;
(d) is permanently incapacitated by mental or physical ill-health;
(e) is absent from more than-
(i) 3 consecutive Committee meetings; or
(ii) 3 Committee meetings in the same financial year without tendering an apology to the person presiding at each of those Committee meetings;
of which meetings the member received notice, and the Committee has resolved to declare the office vacant;
(f) ceases to be a member of the Association; or
(g) is the subject of a resolution passed by a general meeting of members terminating his or her appointment as a Committee member.

Proceedings of Committee

15 (1) The Committee must meet for the dispatch of business not less than 3 times in each year and the Convenor, or at least three members of the Committee, may at any time convene a meeting of the Committee.
(2) Presence of a member at a Committee meeting includes electronic means such as by telephone, or the internet, with permission of the Committee.
(3) On the agreement of Committee members, and provided no member of the Committee dissents from dealing with the business by electronic means, specific business of the Committee may be undertaken by electronic means, including but not limited to email and phone. Such business may include but not be limited to the approval of reports, delegations and the making and passing of resolutions.
(4) Each Committee member has a deliberative vote. A question arising at a Committee meeting must be decided by a majority of votes, but, if there no majority, the person presiding at the Committee meeting will have a casting vote in addition to his or her deliberative vote.
(5) At a Committee meeting 3 Committee members constitute a quorum.
(6) Subject to these rules, the procedure and order of business to be followed at a Committee meeting must be determined by the Committee members present at the Committee meeting.
(7) As required under sections 21 and 22 of the Act, a Committee member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Committee (except if that pecuniary interest exists only by virtue of the fact that the member of the Committee is a member of a class of persons for whose benefit the Association is established), must-

 (8) The Secretary must cause every disclosure made under sub-rule (6) (a) by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.

 Annual General Meetings

16. (1) The Committee must convene annual general meetings within the time limits provided for the holding of such meetings by section 23 of the Act, that is, in every calendar year within 4 months after the end of the Guild's financial year or such longer period as may in a particular case be allowed by the Commissioner,

(2)      The Secretary must give all members not less than 21 days’ notice of an annual general meeting and that notice must specify -
(a)      When and where the annual general meeting is to be held;
(b)      The particulars and order in which business is to be transacted, as follows -
(i)       The consideration of the accounts and reports of the Committee;
(ii)      The election of Committee members to replace outgoing Committee members;
(iii)      Appointment of the auditor if required, and
(iv)      Any other business requiring consideration by the Guild at the general meeting.

(3) A special resolution may be moved at an annual general meeting, but in that case the Secretary must, in addition to the matters in 16 (2), give notice of the intention to move a special resolution setting out the text of the proposed resolution

(4) The Secretary must give a notice under 16 (2), 16 (3), 17 (5), 18 (5), and 18 (6) by;
(a)      Serving it on a member personally or
(b)      Sending it by post to a member at the address of the member appearing in the register of members, or
(c)      Sending it electronically to the member’s nominated email address.

Quorum and proceedings at general meetings

18 (1) At a general meeting one third of the members, present in person, constitute a quorum.
(2) If within 30 minutes after the time specified for the holding of a general meeting there is no quorum present, the meeting stands adjourned to the same time on the same day in the following month and to the same venue.
(3) If within 30 minutes of the time appointed for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.
(4) The Chairperson may, with the consent of a general meeting at which a quorum is present, and must, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.
(5) There must not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.
(6) When a general meeting is adjourned for a period of 40 days or more, the Secretary must give notice under rule 16 (2), 17 (5) or 17 (6) of the adjourned general meeting as if that general meeting were a fresh general meeting.
(7) At a general meeting-
(a) an ordinary resolution put to the vote will be decided by a majority of votes cast on a show of hands, subject to sub-rule (9); and
(b) a special resolution put to the vote will be decided in accordance with section 24 of the Act as defined in rule 2, and, if a poll is demanded, in accordance with sub-rules (9) and (11).
(8) A declaration by the Convenor of a general meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with sub-rule (9).
(9) At a general meeting, a poll may be demanded by the Convenor or by three or more members present in person or by proxy and, if so demanded, must be taken in such manner as the Convenor directs.
(10) If a poll is demanded and taken under sub-rule (9) in respect of an ordinary resolution, a declaration by the Convenor of the result of the poll is evidence of the matter so declared.
(11) A poll demanded under sub-rule (9) must be taken immediately on that demand being made.

Minutes of Meetings of Association

19 (1) The Secretary must cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting, as the case requires, in a minute book kept for that purpose.
(2) The Convenor must ensure that the minutes taken of a general meeting or Committee meeting under sub-rule (1) are checked and signed as correct by the Convenor of the general meeting or Committee meeting to which those minutes relate or by the Convenor of the next succeeding general meeting or Committee meeting, as the case requires.
(3) When minutes have been entered and signed as correct under this rule, they are, until the contrary is proved, evidence that-
(a) the general meeting or Committee meeting to which they relate (in this sub-rule called "the meeting") was duly convened and held;
(b) all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and
(c) all appointments or elections purporting to have been made at the meeting have been validly made.

Voting rights of members of Association

20  Subject to these rules, each member present in person or by proxy at a general meeting is entitled to a deliberative vote.

Proxies of members of Association

21  A member (in this rule called "the appointing member") may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any general meeting.

Rules of Association

22 (1) The Association may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 17, 18 and 19 of the Act, which is as follows-

(2) These rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.

Common seal of Association

23 (1) The Association must have a common seal on which its corporate name appears in legible characters.
(2) The common seal of the Association must not be used without the express authority of the Committee and every use of that common seal must be recorded in the minute book referred to in rule 18.
(3) The affixing of the common seal of the Association must be witnessed by any two of the Convenor , the Secretary and the Treasurer.
(4) The common seal of the Association must be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

Inspection of records, etc. of Association

24  A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.

Disputes and mediation

25  (1) The grievance procedure set out in this rule applies to disputes under these rules between-

(2) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
(3) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
(4) The mediator must be-

(i) in the case of a dispute between a member and another member, a person appointed by the Committee of the Association;
(ii) in the case of a dispute between a member or relevant non-member (as defined by sub-rule (1) (c)) and the Association, a person who is a mediator appointed to, or employed with, a not for profit organisation.
(5) A member of the Association can be a mediator.
(6) The mediator cannot be a member who is a party to the dispute.
(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
 (8) The mediator, in conducting the mediation, must-

(9) The mediator must not determine the dispute.
(10) The mediation must be confidential and without prejudice. 
 (11) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

Distribution of surplus property on winding up of Association

26 If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members.   The surplus property must be given or transferred to another association incorporated under the Act which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be determined by resolution of the members. 


84 Contemporary Textile Art Group Inc

Nomination for committee positions

I (name) ________________________________________________

Nominate  ______________________________________________________

For membership of the committee in the following role:  _______________________________

Signed Nominator  _____________________________    date  __________________

Signed Nominee  ______________________________   date  ___________________

 

84 Contemporary Textile Art Group Inc

Nomination for committee positions

I (name) ________________________________________________

Nominate  ______________________________________________________

For membership of the committee in the following role:  _______________________________

Signed Nominator  _____________________________    date  __________________

Signed Nominee  ______________________________   date  ___________________

 

84 Contemporary Textile Art Group Inc

Nomination for committee positions

I (name) ________________________________________________

Nominate  ______________________________________________________

For membership of the committee in the following role:  _______________________________

 

Signed Nominator  _____________________________    date  __________________

Signed Nominee  ______________________________   date  ___________________


Application for Membership

84 Contemporary Textile Art Group Inc

Name:  ______________________________________________
Address _____________________________________________
City      ________________________________________  Postcode ___________
Email address _____________________________________________________
apply to become a member of the Association.
If my application is accepted, I agree to be bound by the rules of the Association.
Signature:………………………………………….   Date:…………………

Annual Member ship Fee       $80
Please enclose □ Cash,   □ Cheque,
OR □ Transfer    Westpac bank, BSB 036-054, Account number 306691
Account Name The 84 Group                      Reference: Your name

Please send an email to webmaster@84textilegroup.com.au to notify us of your payment. Just an email to say you transferred $X today for XXXXX is sufficient.

*************************************************************************************
Office use:
Details added to membership list       □                  Recept emailed/sent   

****************************         Detach and Keep          ***************************

84 Group Contemporary Textiles Inc

OTHER INFORMATION

If your application for membership is rejected by the Committee: You may give notice of your intention to appeal within 14 days of being advised of the rejection (rule 5(4)).  The Association in a general meeting, no later than the next annual general meeting, must confirm or set aside the decision of the Committee rejecting your application, after giving you a reasonable opportunity to be heard or to make written representations to the general meeting (rule 5(5)). 

 

 

 

 

This is the annexure of  [……….] pages marked “A” referred to in the Form No [. …. ]
signed by me and dated                                                                                            

Signature: _______________________________ Date: ______________                                                                                        

 

For Office Use only

 Please complete:

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RULES OF ASSOCIATION