Impress Printmakers Studio Constitution
IMPRESS PRINTMAKERS STUDIO BRISBANE INCORPORATED
CONSTITUTION 2015
Adopted December 2005
Revised and adopted March 2010
Revised and adopted June 2015
Impress Printmakers Studio and Gallery
Kedron subARTStation
134 Kedron Park Rd.
Wooloowin Brisbane Qld. 4030
PO Box 355
Lutwyche
Brisbane Qld. 4030
1. Words and Expressions 3
2. Name 3
3. Objectives 3
4. Powers 3
5. Classes of members 4
6. Membership 4
7. Membership fees 4
8. Admission and rejection of members 4
9. When membership ends 5
10. When conflict Arises 5
11. Appeal against rejection or termination of membership 6
12. General Meeting to decide an appeal 7
13. Register of Members 7
14. Prohibition on use of information in the register of members 7
15. Appointment or Election of a Secretary 8
16. Removal of a Secretary 8
17. Function of a Secretary 8
18. Membership of Management Committee 9
19. Function of the Management Committee 9
20. Electing the Management Committee 10
21. Resignation or removal from office of Management Committee member 11
22. Casual Vacancies on Management Committee 11
23. Meetings of Management Committee and Quorum 12
24. Conflict of Interest 12
25. Minutes of the Management Committee Meeting 13
26. Special Meeting of the Management Committee 13
27. Delegation of Management Committee Powers to a Sub- Committee 14
28. Acts not affected by defects or disqualifications 14
29. Resolutions of Management Committee without meeting 14
30. Annual General Meetings 14
31. Business to be conducted at Annual General Meeting 15
32. Special General Meeting 15
33. Notice of General Meeting 15
34. General Meeting Quorum and adjournment 16
35.. Procedure at General Meeting 16
36 Absentee Voting - Appointment of a Proxy. 17
37. Minutes of a General Meeting 18
38. By-Laws 18
39. Alteration of Rules 18
40. Common Seal 19
41. Funds and Accounts: 19
42. General Financial Matters 19
43. Public Fund - Rule 33 19
44. Winding Up Clause 20
45. Documents 21
46. Financial Year 21
47. Distribution of surplus assets to another entity 21
MODEL RULES
WORDS AND EXPRESSIONS TO HAVE MEANING IN THE ACT
1. A word or expression that is not defined in these model rules, but is defined in the Associations Incorporation Act 1981 has, if the context permits, the meaning given by the Act.
NAME
2. The name of the incorporated association is Impress Printmakers Studio Brisbane Inc.
OBJECTIVES
3. • To promote and raise the awareness of printmaking as a fine art form by providing greater community
access to arts and culture.
• To develop a printmakers' access studio and provide safe, affordable access to printmaking equipment for art workers and the wider community in South East Queensland.
• To provide a stimulating environment that embraces both traditional and contemporary printmaking processes as well as reflecting the changing needs of the arts community.
• To provide developmental opportunities for artworkers and the wider community by supporting a program of skill development workshops.
• To research, experiment with, develop and implement safer non-toxic printmaking processes and materials into our studio.
• To encourage those with disabilities and from culturally diverse groups to become actively involved in the centres operation and use of facilities.
• To provide future employment and exposure opportunities for local artists, wherever Impress can sustain such positions.
POWERS
4. (1) The association has the powers of an individual.
(2) The association 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) The association may also issue secured and unsecured notes, debentures and debenture stock for the association.
CLASSES OF MEMBERS
5. (1) The membership of the association shall consist of ordinary members, and any of the following classes of members -
(a) associate members;
(b) life members;
(c) honorary members.
(d) organisational members
(2) The number of ordinary members is unlimited
(3) . The nomination of a person for life member must be ratified at a general meeting.
MEMBERSHIP
6. (1) An applicant for membership of the association, other than the members of the unincorporated
association mentioned in subsection (1), must be proposed by 1 member of the association (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.
(3) The management committee must ensure that, as soon as possible after the person
applies to become a member of the association, and before the management committee
considers the persons application, the person is advised :
whether or not the association has public liability insurance; and if the association has public
liability insurance—the amount of the insurance.
MEMBERSHIP FEES
7. (1) The membership fee for each class of membership -
(a) is the amount decided by the members from time to time at a general meeting; and
(b) is payable when, and in the way, the management committee decides.
ADMISSION AND REJECTION OF MEMBERS
8. (1) The management committee must consider an application for membership at the
next meeting of the committee held after it receives -
(a) the application for membership; and
(b) the appropriate membership fee for the application
(2) The management committee must decide at the meeting whether to accept or reject the application.
(3) If a majority of the management committee members present at the meeting vote to accept the applicant as a member, the applicant must be accepted as a member to the class of membership applied for.
(4) The secretary of the association 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.
WHEN MEMBERSHIP ENDS
9. (1) A member may resign from the association by giving a written notice of resignation to the secretary.
(2) The resignation takes effect on -
(a) the day and at the time the notice is received by the secretary; or
(b) if a later day is stated in the notice - the later day
(3) The management committee may terminate a member's membership if the member -
(a) is convicted of an indictable offence; or
(b) did not take all reasonable steps to comply with any of the provisions of these rules; or
(c) has membership fees in arrears for at least 2 months; or
(d) conducts himself or herself in a way considered to be significantly injurious or prejudicial to
the character or interests of the association.
(4) Before the management committee moves to terminate a member’s membership under section
(3b) or (3d), the management committee must comply with Rule 10 Conflict Resolution
(5) Before the management committee terminates a member's membership, the committee must give the member a full and fair opportunity to show why the membership should not be terminated.
(5) 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.
WHEN CONFLICT ARISES
10. (1) All members and the management committee must in good faith try to resolve between
themselves any dispute arising out of or in relation to these rules or any by-laws, policies,
codes or procedures of the association.
(2) If, after attempting to resolve a dispute between themselves, the parties cannot agree on a
solution to the dispute, one or both parties may make a formal complaint (the Dispute Notice)
to the management committee which must:
(a) be in writing;
(b) identify the complaint and the issue to be resolved; and
(c) advise whether a resolution to the issue has been sought between the parties themselves.
(3) Upon receipt of a Dispute Notice the secretary must advise the complainant that the Dispute
Notice has been received and forward a copy of the Dispute Notice to the party against whom
the complaint is made, within 14 days of receipt of the Dispute Notice:
(a) seeking a response from the party against whom the complaint is made; and
(b) seeking 'without prejudice' an early resolution to the complaint.
(4) In the event that an early resolution of the complaint is not possible, the secretary must refer
the complaint to an independent mediator.
(5) The mediator will assess the merit of the complaint and contact both parties to the dispute to
determine if the complaint can be resolved through a mediation process.
(6) In the event that the mediation is successful, the parties to the dispute will sign a statement to
that effect which will be held in the archives of Impress Printmakers Studio Brisbane for a
period of seven years.
(7) In the event that the mediation is unsuccessful, the management committee may appoint an
Arbitrator.
(8) The Arbitrator will be an independent person with expertise in dispute resolution. Their role is
to provide the means for the determining of the dispute between the parties and refer their
findings to the management committee.
(9) The management committee will consider the Arbitrator's findings and will determine
the necessary action required to address the complaint.
(10) Each member that is party to the dispute will bear their own costs in relation to the resolution
of the dispute.
(11) The management committee must secure free or low cost mediation and/or arbitration.
(12) The cost of mediation and arbitration will not be borne by the association.
(13) Where the Arbitrator considers the complaint to be frivolous or vicious, the costs of all
arbitration will be borne by the complainant.
(14) Unless a party has first complied with this clause, either party to a dispute must not
commence court proceedings in relation to a dispute arising out of or in relation to these rules
or any policy, procedure or code of practice of the association.
APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP
11. (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.
(4) The general meeting to decide an appeal must be held within 3 months after the secretary receives the notice of intention to appeal.
GENERAL MEETING TO DECIDE AN APPEAL
12. (1) 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.
(2) Also, the management committee and the committee members who rejected the application or terminated the membership must be given an opportunity to show why the application should be rejected or the membership should be terminated.
(3) An appeal must be decided by a vote of the members present at the meeting.
(4) If a person whose application has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals, but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the application fee paid by the person.
REGISTER OF MEMBERS
13. (1) The management committee must keep a register of members of the association.
(2) The register of members must include the following particulars for each member
(a) the full name and residential address of the member;
(b) the date of admission as a member;
(c) the date of death or resignation of the member;
(d) details about the termination or reinstatement of membership;
(e) 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 the association at all reasonable times.
(4) However, before a member may inspect the register, the member must apply to the secretary to
arrange an inspection of the register.
(5) However, the management committee may, on the application of a member of the association, withhold information about that member (other than the members 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.
PROHIBITION ON USE OF INFORMATION IN THE REGISTER OF MEMBERS
14. (1) A member of the association must not--
(a) use information obtained from the register of members of the association to contact, or
send material to, another member of the association 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 the association for the
purpose of advertising for political, religious, charitable or commercial purposes.
(2) Sub rule (14:1) does not apply if the use or disclosure of the information is approved by the
association for its own purposes.
APPOINTMENT OR ELECTION OF THE SECRETARY
15. (1) If the association has not elected an interim officer as secretary for the association
before its incorporation, the members of the management committee must ensure a secretary is appointed or elected for the association within 1 month after incorporation.
(2) The secretary must be an individual residing in Queensland or in another State but
not more than 65 km from the Queensland border, who is –
(a) a member of the association elected by the association as secretary; or
(b) any of the following persons appointed by the management committee -
(i) a member of the association's management committee;
(ii) a member of the association;
(iii) another person.
REMOVAL OF A SECRETARY
16. (1) The management committee of the association 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
Sub rule 16(2:b (i) the person remains a member of the management committee.
(3) The management committee may appoint and remove the association's secretary at any time.
(4) If a vacancy happens in the office of secretary, the members of the management committee must ensure a secretary is appointed or elected for the association within 1 month after the vacancy happens.
(5) If the management committee appoints a person mentioned in Sub rule (2:b (iii) as secretary, the
person does not become a member of the management committee.
(6) If the management committee appoints a person mentioned in sub-rule (2: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.
(7) However, if the management committee appoints a person mentioned in Sub rule (2:b (ii) as
secretary to fill a casual vacancy on the management committee, the person becomes a member
of the management committee.
(8) 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.
FUNCTIONS OF A SECRETARY
17. (1) The secretary's functions include, but are not limited to--
(a) calling meetings of the association, including preparing notices of a meeting and of the business
to be conducted at the meeting in consultation with the president of the association; and
(b) keeping minutes of each meeting; and keeping copies of all correspondence and other
documents relating to the association; and
(c) maintaining the register of members of the association.
(2) If asked by a member of an incorporated association, the association’s secretary must, within 28 days
after the request is made--
(a) make the association’s financial documents available for inspection by the member at a mutually
convenient time and place; and
(b) give the member copies of the documents.
(c) The incorporated association may require the member to pay the reasonable costs of providing the
copies of the documents.
MEMBERSHIP OF MANAGEMENT COMMITTEE
18. (1) The management committee of the association consists of a president, vice-president, treasurer,
and any other members the association members elect or appoint at a general meeting.
(2) A member of the management committee, other than the secretary, must be a member of the
association.
(3) At each annual general meeting of the association, the members of the management committee
must retire from office but are eligible, on nomination, for re-election.
(4) A member of the association may be appointed to a casual vacancy on the management committee
FUNCTIONS OF THE MANAGEMENT COMMITTEE
19 (1) Subject to these rules or a resolution of the members of the association carried at a general meeting,
the management committee has the general control and management of the administration of the
affairs, property and funds of the association and the member of the committee must:
(a) act in the association’s best interests by:
i. acting in good faith
ii. using reasonable care and skill while doing their duties;
iii. telling the committee if they have a possible conflict of interest (such as if a proposed action will
financially benefit them);
iv. be transparent, accountable and not make false or misleading statements to the association’s
members;
v. knowing the secretary’s duties and make sure they are properly carried out;
vi. bringing any relevant letters, emails or other association documents to the committee’s attention;
vii. registering the association’s land or interests in land
viii. making sure that the financial statements are audited or verified annually
ix. controlling the business dealings and operations
x. keeping up to date with public liability insurance;
xi. keeping proper records of all transactions and the financial position of the association.
management committee.
(b) has authority to interpret the meaning of these rules and any matter relating to the association on
which the rules are silent. but any interpretation must have regard to the Act including any
regulation made under the Act[1].
(2) The management committee may exercise the powers of the association
(a) to borrow, raise or secure the payment of amounts in a way the association members 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
the association in any way, including by the issue of debentures (perpetual or otherwise)
charged upon the whole or part of the association's property, both present and future; and
(c) to purchase, redeem or payoff 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 the association; and
(g) to provide and payoff any securities issued; and
(h) to invest in a way the members of the association may from time to time decide.
(3) For sub-section (2: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 the association; or
(b) if there is more than 1 financial institution for the association - the financial institution nominated
by the association.
ELECTING A MANAGEMENT COMMITTEE
20. (1) A member of the management committee may only be elected as follows -
(a) any 2 members of the association 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;
(c) each member present at the annual general meeting may vote for any number of candidates but
not more than the number of vacancies for each vacant position on the management committee
(d) If, at the start of the meeting, there are not enough candidates nominated, nominations may be
taken from the floor of the meeting.
(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 candidate’s names in alphabetical order, with the names of the members who nominated
each candidate, must be sent to members via the email address provided by each member or by post
where only a postal address has been provided, 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 the association has public liability insurance; and
(b) if the association has public liability insurance—the amount of the insurance.
MANAGEMENT COMMITTEE MEMBER - RESIGNATION OR REMOVAL FROM OFFICE
21. (1) A management committee member may resign from the committee by giving written notice
of resignation to the secretary.
(2) The resignation takes effect on -
(a) the day and at the time the notice is received by the secretary; or
(b) if a later day is stated in the notice - the later day.
(3) A member may be removed from office at a general meeting of the association if a majority of the
members present at the meeting vote in favour of removing the member.
(5) Before a general meeting is called to remove a member from office, the management committee
must comply with Rule 10 Conflict Resolution
(6) Before a vote of members is taken about removing the member from office, the member must be
given a full and fair opportunity to show cause why he or she should not be removed from office.
(7) A member has no right of appeal against the member's removal from office under this section.
(8) A committee member immediately vacates office in the circumstances mentioned in Section (64: 2)
of the Act.
MANAGEMENT COMMITTEE MEMBER - CASUAL VACANCY
22. (1) If a casual vacancy happens on the management committee, the continuing members of
the committee may appoint another member of the association to fill the vacancy until
the next annual general meeting.
(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 these
rules as a quorum of the management committee,[2] 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 the association.
MEETINGS OF MANAGEMENT COMMITTEE
23. (1) Subject to subsections (2) to (17) of this rule, the management committee may meet
and conduct its proceedings as it considers appropriate.
(2) The management committee must meet at least once every 4 months to exercise functions.
(3) The 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 but must include
notification by email of the meeting’s date, time, location and agenda to all financial members a
reasonable time in advance of the meeting as well as by being posted on the association’s website.
(5) If the secretary receives a written request signed by at least 33% of the management
committee members, the secretary must call a special meeting of the committee.
(6) A request for a special meeting must state -
(a) why the special meeting is being called; and
(b) the business to be conducted at the meeting.
(7) The secretary must give each management committee member at least 14 days notice of
a special meeting of the committee.
(8) 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.
QUORUM FOR A MANAGEMENT COMMITTEE MEETING
(9) At a management committee meeting, more than 50% of the members elected or
appointed to the committee as at the close of the last general meeting of the members
form a quorum.
(10) A question arising at a committee meeting is to be decided by a majority vote of
members present at the meeting and, if the votes are equal, the question is
decided in the negative.
(11) The president is to preside as chairperson at a management committee meeting. or, if there is no
president or if the president is not present within 10 minutes after the time fixed for a management
committee meeting, the vice-president is to preside as chairperson at the meeting.
(12) If the president and the vice-president are absent from a management committee meeting,
the members may choose 1 of their number to preside as chairperson at the meeting.
(13) If a quorum is not present within 30 minutes after the time fixed for a management committee meeting
called on the request of committee members, the meeting lapses.
(14) If a quorum is not present within 30 minutes after the time fixed for a management
committee meeting called other than on the request of committee members, the meeting is
to be adjourned to -
(a) the same day, time and place in the next week; or
(b) a day, time and place decided by the committee.
(15) If, at the adjourned meeting mentioned in subsection (14), a quorum is not present within
30 minutes after the time fixed for the meeting, the meeting lapses.
(16) 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.
(17) A committee member who participates in the meeting as mentioned in sub rule (5) is taken to be present
at the meeting.
CONFLICT OF INTEREST
24.A member must not vote on a question about a contract, proposed contract or other financial arrangement with the association if the member has an interest in the contract or proposed contract or will financially gain from another financial arrangement. If the member does vote, that vote must not be counted
MINUTES OF THE MANAGEMENT COMMITTEE MEETING
25. (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.
(3) If asked by a member of the association, the secretary must, within 28 days after the request is made give the
member copies of the minutes of the meeting.
(4) The association may require the member to pay the reasonable costs of providing copies of the minutes.
SPECIAL MEETING OF THE MANAGEMENT COMMITTEE
26. (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 president 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.
DELEGATION OF MANAGEMENT COMMITTEE POWERS TO A SUB-COMMITTEE
25. 27. (1) The management committee may delegate the whole or part of its powers to a subcommittee
consisting of the association members considered appropriate by the committee.
(2) A subcommittee may only exercise delegated powers in the way the management committee decides.
(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 one 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.
ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS
28 (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) Subsection (28:1) 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.
RESOLUTIONS OF MANAGEMENT COMMITTEE WITHOUT MEETING
29. (1) A written resolution signed by each member of the management committee for the
time being entitled to receive notice of a committee meeting 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 subsection (1) may consist of several documents in like form, each signed by 1 or more members of the committee.
ANNUAL GENERAL MEETINGS
30. Each annual general meeting must be held -
(1) at least once each year; and
(2) within 6 months after the end of the association's previous financial year.
(3) The business to be conducted at the annual general meeting must include the appointment of an auditor.
BUSINESS TO BE CONDUCTED AT ANNUAL GENERAL MEETING
31. The following business must be conducted at each annual general meeting of the Association -
(a) receiving the associations financial statements of income and expenditure, assets, liabilities, mortgages, charges, securities affecting the property of the association and auditor's report for the last financial year;[3]
(b) presenting the financial statement and auditor's report on the financial affairs of the association for the last financial year to the meeting for adoption;
(c) electing members of the management committee;
(d) appointing an auditor or an accountant for the present financial year
SPECIAL GENERAL MEETING
34. 32. (1) The secretary may only call a special general meeting by giving each member notice of the meeting
within 14 days after -
(a) being directed to call the meeting by the management committee; or
(b) being given a written request signed by¬
(i) at least 33% of the members of the association presently on the management committee; or
(ii) at least the number of ordinary members of the association equal to double the number of
members of the association presently on the management committee plus 1; or
(c) 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 subsection (1:b) must state -
(a) why the special general meeting is being called; and
(b) the business to be conducted at the meeting.
NOTICE OF GENERAL MEETING
33. (1) The secretary may call a general meeting of the association.
(2) The secretary must give at least 14 days notice of the meeting to each association member.
(3) The management committee may decide the way in which the notice must be given.
(4) However, notice of the following meetings must be given in writing -
(a) a meeting called to hear and decide the appeal of a person or member against a management
committee's decision -
(i) to reject the person's application for membership of the association; or
(ii) to terminate the person's membership of the association; or
(b) a meeting called to hear and decide a proposed special resolution of the association.
(5) If the secretary is unable or unwilling to call the meeting, the president must call the meeting.
(6) A notice of a general meeting must state the business to be conducted at the meeting.
GENERAL MEETING QUORUM AND ADJOURNMENT
34. (1) Subject to subsection (5), at a general meeting the number of members equal to double the number of
members of the association presently on the management committee plus 1 form a quorum.
(2) No business may be conducted at a general meeting unless a quorum of members is present when the
meeting proceeds to business.
(3) If a quorum is not present within 30 minutes after the time fixed for a general meeting called on the
request of members of the management committee or the association, the meeting lapses.
(4) If a quorum is not present within 30 minutes after the time fixed for a general meeting called other
than on the request of members of the management committee or the association, the meeting is to be
adjourned to -
(a) the same day, time and place in the next week; or
(b) a day, time and place decided by the management committee.
(5) If at an adjourned meeting, a quorum under subsection (1) is not present within 30 minutes after the
time fixed for the meeting, the members present form a quorum.
(6) The chairperson may, with the consent of any meeting at which a quorum is present, 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 subsection (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.
(10) In this rule - "member" includes a person attending as a proxy or representing a corporation that is a
member.
PROCEDURE AT A GENERAL MEETING
35. (1) Subject to these rules, at each general meeting -
(a) the president or, if there is no president or if the president is not present within 15 minutes after the
time fixed for the meeting or is unwilling to act, the vice-president is to preside as chairperson; and
(b) if the vice-president is absent or unwilling to act as chairperson, 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; and
(d) each question, matter or resolution must be decided by a majority of votes of the members present
(e) each member present and entitled to vote is entitled to 1 vote only and, if the votes are equal, the
chairperson has a casting vote as well as a primary vote; and
(f) a member is not entitled to vote at a general meeting if the member's annual subscription is in arrears
at the date of the meeting; and
(g) voting may be by a show of hands or a division of members, unless at least 20% of the members
present demand a secret ballot; and
(h) if a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the
way the chairperson decides; and
(i) 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; and
(j) a member may vote in person or by proxy or by attorney or by using any technology that reasonably
allows the member to hear and take part in discussions as they happen and that person is taken to be
present at the meeting -
(i) on a show of hands, each person present who is a member or a representative of a member has 1
vote
(ii) in a secret ballot, each member present in person or by proxy or by attorney or other properly
authorised representative has 1 vote
(k) an instrument appointing a proxy must be in writing; and -
(i) if the appointer is an individual - signed by the appoint or or the appointer's attorney properly
authorised in writing; or
(ii) if the appointer is a corporation - either under seal or signed by a properly authorised officer or
attorney of the corporation
ABSENTEE VOTING - APPOINTMENT OF A PROXY
36. (1) A proxy may be a member of the association or another person; and
(a) the instrument appointing a proxy is taken to confer authority to demand or join in demanding a
secret ballot; and
(b) if a member wants an opportunity to vote for or against a resolution they can sign an instrument to
appoint a proxy.
(2) An instrument appointing a proxy must be in writing and be in the following or similar form--
Association : Impress Printmakers Studio Brisbane;
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 the association,
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 to vote[in favour of]* or [against] the resolution (*Strike out the option not wanted).
(3) The instrument must be signed by the absentee voter and posted or emailed to the secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
(4) The secretary will ensure that all proposed resolutions are clearly and unambiguously specified in
proposed resolutions sent to members no less than 14 days prior to the general meeting
(5) Unless otherwise instructed, the proxy may vote as the proxy considers appropriate; and
(6) each instrument appointing a proxy must be given to the secretary before the start of the meeting at
which the person named in the instrument proposes to vote
MINUTES OF A GENERAL MEETING
37. (1) The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other
proceedings of each management committee meeting and general meeting are entered in a minute
book; and
(2) the secretary must ensure the minute book for each general meeting is open for inspection at all
reasonable times by any financial member who previously applies to the secretary for an inspection.
(3) To ensure the accuracy of the minutes recorded under subsection (1) -
(a) 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
(b) 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
(c) the minutes of each annual general meeting must be signed by the chairperson of the meeting,
or the chairperson of the next meeting of the association that is a general meeting or annual
general meeting, verifying their accuracy.
(4) If asked by a member of the association, 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. The association may require the member to
pay the reasonable costs of providing copies of the minutes.
BY-LAWS
38. (1) The management committee may make, amend or repeal by-laws, not inconsistent with these rules,
for the internal management of the association.
(2) A by-law may be set aside by a vote of members at a general meeting of the association.
(3) A Code of Conduct for the association prepared by the management committee must be
ratified by a general meeting.
(4) Amendments or repeals of a Code of Conduct for the association must be ratified by a general
meeting.
ALTERATION OF RULES
39. (1) Subject to the Associations Incorporation Act 1981, these rules may be amended, repealed or added
to by a special resolution carried at a general meeting.
(2) (2) However an amendment, repeal or addition is valid only if it is registered by the chief executive.
COMMON SEAL
40. (1) The management committee must ensure the association has a common seal.
(2) The common seal must be -
(a) kept securely by the management committee; and
(b) used only under the authority of the management committee
.
(3) Each instrument to which the seal is attached must be signed by a member of the
management committee and countersigned by -
(a) the secretary; or
(b) another member of the management committee; or
(c) someone appointed by the management committee.
FUNDS AND ACCOUNTS
41. (1) The funds of the association must be kept in an account in the name of the
association in a financial institution decided by the management committee.
(2) Records and accounts must be kept in the English language showing full and accurate
particulars of the financial affairs of the association.
(3) All amounts must be deposited in the financial institution account as soon as
practicable after receipt.
(4) A payment by the Association of $100 or more must be paid by cheque or electronic funds transfer
If an amount of $100 or more is paid by cheque. the cheque must be signed by any 2 of the following¬
(a) the president;
(b) the secretary;
(c) the treasurer;
(d) another member authorised by the management committee for the purpose.
(5) Payments authorised by the management committee can be made by any one of the following members
of the management committee who have been authorised to sign on behalf of the association who
must also be either:
(a) the president
(b) the secretary or
(c) the treasurer.
(6) Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed
'not negotiable'.
(7) A petty cash system must be kept in the impress accounts, and the management
committee must decide the amount of petty cash to be kept in the accounts.
(8) All expenditure must be approved or ratified at a management committee meeting.
GENERAL FINANNCIAL MATTERS
42. (1) The treasurer must, as soon as practicable after the end date of each financial year, ensure a
financial statement for its last financial year containing the following particulars is prepared -
(a) the income and expenditure for the financial year just ended;
(b) the association's assets and liabilities at the close of the year;
(c) the mortgages, charges and securities affecting the property of the association
at the close of the year.
(2) If the association is incorporated within 3 months before the end of the association's financial year,
subsection (8) does not apply for the financial year in which the association is incorporated.
(3) The auditor must examine the statement prepared under subsection (1) and present a report about it
to the secretary before the next annual general meeting following the financial year for which the
audit was made.
(4) The income and property of the association must be used solely in promoting the
association's objects and exercising the association's powers.
PUBLIC GIFT FUND - RULE (33) of the Incorporations Association Act 1981
43. (1) The public gift fund shall be subject to the provisions of the Incorporations Association Act 1981 a
and the resolutions of the management committee of Impress Printmakers Studio Brisbane Inc.
(2) There shall be a separate bank account.
Donations will be deposited into the public gift fund listed on the Register of Cultural
Organisations. These monies will be kept separate from other funds of the Association and will only
be used to further the Associations main object. Investment of monies in this fund will be made in
accordance with guidelines for public gift funds as specified by the Australian Taxation Office.
(3) The fund will be administered by a management committee or a subcommittee of the management
committee, a majority of whom, because of their tenure of some public office or their professional
standing, have an underlying community responsibility, as distinct from obligations solely in regard
to the cultural objectives of Impress Printmakers Studio Brisbane Inc.
(4) The name of the public fund shall be Impress Printmakers Studio Brisbane Inc Public Gift Fund.
(5) The gift fund shall be used only for the principle purpose of Impress Printmakers Studio Brisbane
Inc. - to promote and raise the awareness of printmaking as a fine art form.
WINDING UP CLAUSE
44. (1) If upon the winding up or dissolution of the public gift fund, there remains after satisfaction of all
debts and liabilities, any property or funds, the property or funds shall not be paid or distributed
among its members, but shall be given or transferred to some other fund, authority or institution
having objects similar to the objects of this public fund, and whose rules shall prohibit the
distribution of its or their income among its or their members, such fund, authority or institution to be
eligible for tax deductibility or donations under Subdivision 30-B, section 30-100, of the Income Tax
Assessment Act 1997 (the Act) and listed on the Register of Cultural Organisations maintained under
the Act.
(2) Any proposed amendments or alterations to provisions for the public fund will be notified to the
Department responsible for the administration of the Register of Cultural Organisations to access
the effect of any amendments on the fund's continuing deductible gift recipient status.
DOCUMENTS
45. The management committee must ensure the safe custody of books, documents, instruments of title
and securities of the association.
FINANCIAL YEAR
46. The end date of the financial year of the association closes on December 31st in each year.
DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY
47. (1) This section applies if the association -
(a) is wound-up under part 10 of the Act;[4] and
(b) it has surplus assets.
(2) The surplus assets must not be distributed among the association members.
(3) The surplus assets must be given to another entity -
(a) having objects similar to the association's objects; and
(b) the rules of which prohibit the distribution of the entity's income and assets to its members.
(4) In this section - "surplus assets" has the meaning given by section 92(3)[5] of the Act.
[1] Note— The Act prevails if the associations rules are inconsistent with the Act—see section 1B of the Act
[2] For the number of members to form a quorum, see section 23 (Meetings of management committee)
[3] This statement is required to be prepared under the Associations Incorporation Act 1981, section 59 (Audit and statement).
[4] Part 10 (Winding-up) of the Act
[5] Section 92 (Distribution of surplus assets) of the Act
CONSTITUTION 2015
Adopted December 2005
Revised and adopted March 2010
Revised and adopted June 2015
Impress Printmakers Studio and Gallery
Kedron subARTStation
134 Kedron Park Rd.
Wooloowin Brisbane Qld. 4030
PO Box 355
Lutwyche
Brisbane Qld. 4030
1. Words and Expressions 3
2. Name 3
3. Objectives 3
4. Powers 3
5. Classes of members 4
6. Membership 4
7. Membership fees 4
8. Admission and rejection of members 4
9. When membership ends 5
10. When conflict Arises 5
11. Appeal against rejection or termination of membership 6
12. General Meeting to decide an appeal 7
13. Register of Members 7
14. Prohibition on use of information in the register of members 7
15. Appointment or Election of a Secretary 8
16. Removal of a Secretary 8
17. Function of a Secretary 8
18. Membership of Management Committee 9
19. Function of the Management Committee 9
20. Electing the Management Committee 10
21. Resignation or removal from office of Management Committee member 11
22. Casual Vacancies on Management Committee 11
23. Meetings of Management Committee and Quorum 12
24. Conflict of Interest 12
25. Minutes of the Management Committee Meeting 13
26. Special Meeting of the Management Committee 13
27. Delegation of Management Committee Powers to a Sub- Committee 14
28. Acts not affected by defects or disqualifications 14
29. Resolutions of Management Committee without meeting 14
30. Annual General Meetings 14
31. Business to be conducted at Annual General Meeting 15
32. Special General Meeting 15
33. Notice of General Meeting 15
34. General Meeting Quorum and adjournment 16
35.. Procedure at General Meeting 16
36 Absentee Voting - Appointment of a Proxy. 17
37. Minutes of a General Meeting 18
38. By-Laws 18
39. Alteration of Rules 18
40. Common Seal 19
41. Funds and Accounts: 19
42. General Financial Matters 19
43. Public Fund - Rule 33 19
44. Winding Up Clause 20
45. Documents 21
46. Financial Year 21
47. Distribution of surplus assets to another entity 21
MODEL RULES
WORDS AND EXPRESSIONS TO HAVE MEANING IN THE ACT
1. A word or expression that is not defined in these model rules, but is defined in the Associations Incorporation Act 1981 has, if the context permits, the meaning given by the Act.
NAME
2. The name of the incorporated association is Impress Printmakers Studio Brisbane Inc.
OBJECTIVES
3. • To promote and raise the awareness of printmaking as a fine art form by providing greater community
access to arts and culture.
• To develop a printmakers' access studio and provide safe, affordable access to printmaking equipment for art workers and the wider community in South East Queensland.
• To provide a stimulating environment that embraces both traditional and contemporary printmaking processes as well as reflecting the changing needs of the arts community.
• To provide developmental opportunities for artworkers and the wider community by supporting a program of skill development workshops.
• To research, experiment with, develop and implement safer non-toxic printmaking processes and materials into our studio.
• To encourage those with disabilities and from culturally diverse groups to become actively involved in the centres operation and use of facilities.
• To provide future employment and exposure opportunities for local artists, wherever Impress can sustain such positions.
POWERS
4. (1) The association has the powers of an individual.
(2) The association 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) The association may also issue secured and unsecured notes, debentures and debenture stock for the association.
CLASSES OF MEMBERS
5. (1) The membership of the association shall consist of ordinary members, and any of the following classes of members -
(a) associate members;
(b) life members;
(c) honorary members.
(d) organisational members
(2) The number of ordinary members is unlimited
(3) . The nomination of a person for life member must be ratified at a general meeting.
MEMBERSHIP
6. (1) An applicant for membership of the association, other than the members of the unincorporated
association mentioned in subsection (1), must be proposed by 1 member of the association (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.
(3) The management committee must ensure that, as soon as possible after the person
applies to become a member of the association, and before the management committee
considers the persons application, the person is advised :
whether or not the association has public liability insurance; and if the association has public
liability insurance—the amount of the insurance.
MEMBERSHIP FEES
7. (1) The membership fee for each class of membership -
(a) is the amount decided by the members from time to time at a general meeting; and
(b) is payable when, and in the way, the management committee decides.
ADMISSION AND REJECTION OF MEMBERS
8. (1) The management committee must consider an application for membership at the
next meeting of the committee held after it receives -
(a) the application for membership; and
(b) the appropriate membership fee for the application
(2) The management committee must decide at the meeting whether to accept or reject the application.
(3) If a majority of the management committee members present at the meeting vote to accept the applicant as a member, the applicant must be accepted as a member to the class of membership applied for.
(4) The secretary of the association 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.
WHEN MEMBERSHIP ENDS
9. (1) A member may resign from the association by giving a written notice of resignation to the secretary.
(2) The resignation takes effect on -
(a) the day and at the time the notice is received by the secretary; or
(b) if a later day is stated in the notice - the later day
(3) The management committee may terminate a member's membership if the member -
(a) is convicted of an indictable offence; or
(b) did not take all reasonable steps to comply with any of the provisions of these rules; or
(c) has membership fees in arrears for at least 2 months; or
(d) conducts himself or herself in a way considered to be significantly injurious or prejudicial to
the character or interests of the association.
(4) Before the management committee moves to terminate a member’s membership under section
(3b) or (3d), the management committee must comply with Rule 10 Conflict Resolution
(5) Before the management committee terminates a member's membership, the committee must give the member a full and fair opportunity to show why the membership should not be terminated.
(5) 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.
WHEN CONFLICT ARISES
10. (1) All members and the management committee must in good faith try to resolve between
themselves any dispute arising out of or in relation to these rules or any by-laws, policies,
codes or procedures of the association.
(2) If, after attempting to resolve a dispute between themselves, the parties cannot agree on a
solution to the dispute, one or both parties may make a formal complaint (the Dispute Notice)
to the management committee which must:
(a) be in writing;
(b) identify the complaint and the issue to be resolved; and
(c) advise whether a resolution to the issue has been sought between the parties themselves.
(3) Upon receipt of a Dispute Notice the secretary must advise the complainant that the Dispute
Notice has been received and forward a copy of the Dispute Notice to the party against whom
the complaint is made, within 14 days of receipt of the Dispute Notice:
(a) seeking a response from the party against whom the complaint is made; and
(b) seeking 'without prejudice' an early resolution to the complaint.
(4) In the event that an early resolution of the complaint is not possible, the secretary must refer
the complaint to an independent mediator.
(5) The mediator will assess the merit of the complaint and contact both parties to the dispute to
determine if the complaint can be resolved through a mediation process.
(6) In the event that the mediation is successful, the parties to the dispute will sign a statement to
that effect which will be held in the archives of Impress Printmakers Studio Brisbane for a
period of seven years.
(7) In the event that the mediation is unsuccessful, the management committee may appoint an
Arbitrator.
(8) The Arbitrator will be an independent person with expertise in dispute resolution. Their role is
to provide the means for the determining of the dispute between the parties and refer their
findings to the management committee.
(9) The management committee will consider the Arbitrator's findings and will determine
the necessary action required to address the complaint.
(10) Each member that is party to the dispute will bear their own costs in relation to the resolution
of the dispute.
(11) The management committee must secure free or low cost mediation and/or arbitration.
(12) The cost of mediation and arbitration will not be borne by the association.
(13) Where the Arbitrator considers the complaint to be frivolous or vicious, the costs of all
arbitration will be borne by the complainant.
(14) Unless a party has first complied with this clause, either party to a dispute must not
commence court proceedings in relation to a dispute arising out of or in relation to these rules
or any policy, procedure or code of practice of the association.
APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP
11. (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.
(4) The general meeting to decide an appeal must be held within 3 months after the secretary receives the notice of intention to appeal.
GENERAL MEETING TO DECIDE AN APPEAL
12. (1) 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.
(2) Also, the management committee and the committee members who rejected the application or terminated the membership must be given an opportunity to show why the application should be rejected or the membership should be terminated.
(3) An appeal must be decided by a vote of the members present at the meeting.
(4) If a person whose application has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals, but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the application fee paid by the person.
REGISTER OF MEMBERS
13. (1) The management committee must keep a register of members of the association.
(2) The register of members must include the following particulars for each member
(a) the full name and residential address of the member;
(b) the date of admission as a member;
(c) the date of death or resignation of the member;
(d) details about the termination or reinstatement of membership;
(e) 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 the association at all reasonable times.
(4) However, before a member may inspect the register, the member must apply to the secretary to
arrange an inspection of the register.
(5) However, the management committee may, on the application of a member of the association, withhold information about that member (other than the members 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.
PROHIBITION ON USE OF INFORMATION IN THE REGISTER OF MEMBERS
14. (1) A member of the association must not--
(a) use information obtained from the register of members of the association to contact, or
send material to, another member of the association 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 the association for the
purpose of advertising for political, religious, charitable or commercial purposes.
(2) Sub rule (14:1) does not apply if the use or disclosure of the information is approved by the
association for its own purposes.
APPOINTMENT OR ELECTION OF THE SECRETARY
15. (1) If the association has not elected an interim officer as secretary for the association
before its incorporation, the members of the management committee must ensure a secretary is appointed or elected for the association within 1 month after incorporation.
(2) The secretary must be an individual residing in Queensland or in another State but
not more than 65 km from the Queensland border, who is –
(a) a member of the association elected by the association as secretary; or
(b) any of the following persons appointed by the management committee -
(i) a member of the association's management committee;
(ii) a member of the association;
(iii) another person.
REMOVAL OF A SECRETARY
16. (1) The management committee of the association 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
Sub rule 16(2:b (i) the person remains a member of the management committee.
(3) The management committee may appoint and remove the association's secretary at any time.
(4) If a vacancy happens in the office of secretary, the members of the management committee must ensure a secretary is appointed or elected for the association within 1 month after the vacancy happens.
(5) If the management committee appoints a person mentioned in Sub rule (2:b (iii) as secretary, the
person does not become a member of the management committee.
(6) If the management committee appoints a person mentioned in sub-rule (2: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.
(7) However, if the management committee appoints a person mentioned in Sub rule (2:b (ii) as
secretary to fill a casual vacancy on the management committee, the person becomes a member
of the management committee.
(8) 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.
FUNCTIONS OF A SECRETARY
17. (1) The secretary's functions include, but are not limited to--
(a) calling meetings of the association, including preparing notices of a meeting and of the business
to be conducted at the meeting in consultation with the president of the association; and
(b) keeping minutes of each meeting; and keeping copies of all correspondence and other
documents relating to the association; and
(c) maintaining the register of members of the association.
(2) If asked by a member of an incorporated association, the association’s secretary must, within 28 days
after the request is made--
(a) make the association’s financial documents available for inspection by the member at a mutually
convenient time and place; and
(b) give the member copies of the documents.
(c) The incorporated association may require the member to pay the reasonable costs of providing the
copies of the documents.
MEMBERSHIP OF MANAGEMENT COMMITTEE
18. (1) The management committee of the association consists of a president, vice-president, treasurer,
and any other members the association members elect or appoint at a general meeting.
(2) A member of the management committee, other than the secretary, must be a member of the
association.
(3) At each annual general meeting of the association, the members of the management committee
must retire from office but are eligible, on nomination, for re-election.
(4) A member of the association may be appointed to a casual vacancy on the management committee
FUNCTIONS OF THE MANAGEMENT COMMITTEE
19 (1) Subject to these rules or a resolution of the members of the association carried at a general meeting,
the management committee has the general control and management of the administration of the
affairs, property and funds of the association and the member of the committee must:
(a) act in the association’s best interests by:
i. acting in good faith
ii. using reasonable care and skill while doing their duties;
iii. telling the committee if they have a possible conflict of interest (such as if a proposed action will
financially benefit them);
iv. be transparent, accountable and not make false or misleading statements to the association’s
members;
v. knowing the secretary’s duties and make sure they are properly carried out;
vi. bringing any relevant letters, emails or other association documents to the committee’s attention;
vii. registering the association’s land or interests in land
viii. making sure that the financial statements are audited or verified annually
ix. controlling the business dealings and operations
x. keeping up to date with public liability insurance;
xi. keeping proper records of all transactions and the financial position of the association.
management committee.
(b) has authority to interpret the meaning of these rules and any matter relating to the association on
which the rules are silent. but any interpretation must have regard to the Act including any
regulation made under the Act[1].
(2) The management committee may exercise the powers of the association
(a) to borrow, raise or secure the payment of amounts in a way the association members 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
the association in any way, including by the issue of debentures (perpetual or otherwise)
charged upon the whole or part of the association's property, both present and future; and
(c) to purchase, redeem or payoff 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 the association; and
(g) to provide and payoff any securities issued; and
(h) to invest in a way the members of the association may from time to time decide.
(3) For sub-section (2: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 the association; or
(b) if there is more than 1 financial institution for the association - the financial institution nominated
by the association.
ELECTING A MANAGEMENT COMMITTEE
20. (1) A member of the management committee may only be elected as follows -
(a) any 2 members of the association 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;
(c) each member present at the annual general meeting may vote for any number of candidates but
not more than the number of vacancies for each vacant position on the management committee
(d) If, at the start of the meeting, there are not enough candidates nominated, nominations may be
taken from the floor of the meeting.
(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 candidate’s names in alphabetical order, with the names of the members who nominated
each candidate, must be sent to members via the email address provided by each member or by post
where only a postal address has been provided, 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 the association has public liability insurance; and
(b) if the association has public liability insurance—the amount of the insurance.
MANAGEMENT COMMITTEE MEMBER - RESIGNATION OR REMOVAL FROM OFFICE
21. (1) A management committee member may resign from the committee by giving written notice
of resignation to the secretary.
(2) The resignation takes effect on -
(a) the day and at the time the notice is received by the secretary; or
(b) if a later day is stated in the notice - the later day.
(3) A member may be removed from office at a general meeting of the association if a majority of the
members present at the meeting vote in favour of removing the member.
(5) Before a general meeting is called to remove a member from office, the management committee
must comply with Rule 10 Conflict Resolution
(6) Before a vote of members is taken about removing the member from office, the member must be
given a full and fair opportunity to show cause why he or she should not be removed from office.
(7) A member has no right of appeal against the member's removal from office under this section.
(8) A committee member immediately vacates office in the circumstances mentioned in Section (64: 2)
of the Act.
MANAGEMENT COMMITTEE MEMBER - CASUAL VACANCY
22. (1) If a casual vacancy happens on the management committee, the continuing members of
the committee may appoint another member of the association to fill the vacancy until
the next annual general meeting.
(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 these
rules as a quorum of the management committee,[2] 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 the association.
MEETINGS OF MANAGEMENT COMMITTEE
23. (1) Subject to subsections (2) to (17) of this rule, the management committee may meet
and conduct its proceedings as it considers appropriate.
(2) The management committee must meet at least once every 4 months to exercise functions.
(3) The 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 but must include
notification by email of the meeting’s date, time, location and agenda to all financial members a
reasonable time in advance of the meeting as well as by being posted on the association’s website.
(5) If the secretary receives a written request signed by at least 33% of the management
committee members, the secretary must call a special meeting of the committee.
(6) A request for a special meeting must state -
(a) why the special meeting is being called; and
(b) the business to be conducted at the meeting.
(7) The secretary must give each management committee member at least 14 days notice of
a special meeting of the committee.
(8) 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.
QUORUM FOR A MANAGEMENT COMMITTEE MEETING
(9) At a management committee meeting, more than 50% of the members elected or
appointed to the committee as at the close of the last general meeting of the members
form a quorum.
(10) A question arising at a committee meeting is to be decided by a majority vote of
members present at the meeting and, if the votes are equal, the question is
decided in the negative.
(11) The president is to preside as chairperson at a management committee meeting. or, if there is no
president or if the president is not present within 10 minutes after the time fixed for a management
committee meeting, the vice-president is to preside as chairperson at the meeting.
(12) If the president and the vice-president are absent from a management committee meeting,
the members may choose 1 of their number to preside as chairperson at the meeting.
(13) If a quorum is not present within 30 minutes after the time fixed for a management committee meeting
called on the request of committee members, the meeting lapses.
(14) If a quorum is not present within 30 minutes after the time fixed for a management
committee meeting called other than on the request of committee members, the meeting is
to be adjourned to -
(a) the same day, time and place in the next week; or
(b) a day, time and place decided by the committee.
(15) If, at the adjourned meeting mentioned in subsection (14), a quorum is not present within
30 minutes after the time fixed for the meeting, the meeting lapses.
(16) 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.
(17) A committee member who participates in the meeting as mentioned in sub rule (5) is taken to be present
at the meeting.
CONFLICT OF INTEREST
24.A member must not vote on a question about a contract, proposed contract or other financial arrangement with the association if the member has an interest in the contract or proposed contract or will financially gain from another financial arrangement. If the member does vote, that vote must not be counted
MINUTES OF THE MANAGEMENT COMMITTEE MEETING
25. (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.
(3) If asked by a member of the association, the secretary must, within 28 days after the request is made give the
member copies of the minutes of the meeting.
(4) The association may require the member to pay the reasonable costs of providing copies of the minutes.
SPECIAL MEETING OF THE MANAGEMENT COMMITTEE
26. (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 president 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.
DELEGATION OF MANAGEMENT COMMITTEE POWERS TO A SUB-COMMITTEE
25. 27. (1) The management committee may delegate the whole or part of its powers to a subcommittee
consisting of the association members considered appropriate by the committee.
(2) A subcommittee may only exercise delegated powers in the way the management committee decides.
(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 one 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.
ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS
28 (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) Subsection (28:1) 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.
RESOLUTIONS OF MANAGEMENT COMMITTEE WITHOUT MEETING
29. (1) A written resolution signed by each member of the management committee for the
time being entitled to receive notice of a committee meeting 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 subsection (1) may consist of several documents in like form, each signed by 1 or more members of the committee.
ANNUAL GENERAL MEETINGS
30. Each annual general meeting must be held -
(1) at least once each year; and
(2) within 6 months after the end of the association's previous financial year.
(3) The business to be conducted at the annual general meeting must include the appointment of an auditor.
BUSINESS TO BE CONDUCTED AT ANNUAL GENERAL MEETING
31. The following business must be conducted at each annual general meeting of the Association -
(a) receiving the associations financial statements of income and expenditure, assets, liabilities, mortgages, charges, securities affecting the property of the association and auditor's report for the last financial year;[3]
(b) presenting the financial statement and auditor's report on the financial affairs of the association for the last financial year to the meeting for adoption;
(c) electing members of the management committee;
(d) appointing an auditor or an accountant for the present financial year
SPECIAL GENERAL MEETING
34. 32. (1) The secretary may only call a special general meeting by giving each member notice of the meeting
within 14 days after -
(a) being directed to call the meeting by the management committee; or
(b) being given a written request signed by¬
(i) at least 33% of the members of the association presently on the management committee; or
(ii) at least the number of ordinary members of the association equal to double the number of
members of the association presently on the management committee plus 1; or
(c) 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 subsection (1:b) must state -
(a) why the special general meeting is being called; and
(b) the business to be conducted at the meeting.
NOTICE OF GENERAL MEETING
33. (1) The secretary may call a general meeting of the association.
(2) The secretary must give at least 14 days notice of the meeting to each association member.
(3) The management committee may decide the way in which the notice must be given.
(4) However, notice of the following meetings must be given in writing -
(a) a meeting called to hear and decide the appeal of a person or member against a management
committee's decision -
(i) to reject the person's application for membership of the association; or
(ii) to terminate the person's membership of the association; or
(b) a meeting called to hear and decide a proposed special resolution of the association.
(5) If the secretary is unable or unwilling to call the meeting, the president must call the meeting.
(6) A notice of a general meeting must state the business to be conducted at the meeting.
GENERAL MEETING QUORUM AND ADJOURNMENT
34. (1) Subject to subsection (5), at a general meeting the number of members equal to double the number of
members of the association presently on the management committee plus 1 form a quorum.
(2) No business may be conducted at a general meeting unless a quorum of members is present when the
meeting proceeds to business.
(3) If a quorum is not present within 30 minutes after the time fixed for a general meeting called on the
request of members of the management committee or the association, the meeting lapses.
(4) If a quorum is not present within 30 minutes after the time fixed for a general meeting called other
than on the request of members of the management committee or the association, the meeting is to be
adjourned to -
(a) the same day, time and place in the next week; or
(b) a day, time and place decided by the management committee.
(5) If at an adjourned meeting, a quorum under subsection (1) is not present within 30 minutes after the
time fixed for the meeting, the members present form a quorum.
(6) The chairperson may, with the consent of any meeting at which a quorum is present, 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 subsection (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.
(10) In this rule - "member" includes a person attending as a proxy or representing a corporation that is a
member.
PROCEDURE AT A GENERAL MEETING
35. (1) Subject to these rules, at each general meeting -
(a) the president or, if there is no president or if the president is not present within 15 minutes after the
time fixed for the meeting or is unwilling to act, the vice-president is to preside as chairperson; and
(b) if the vice-president is absent or unwilling to act as chairperson, 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; and
(d) each question, matter or resolution must be decided by a majority of votes of the members present
(e) each member present and entitled to vote is entitled to 1 vote only and, if the votes are equal, the
chairperson has a casting vote as well as a primary vote; and
(f) a member is not entitled to vote at a general meeting if the member's annual subscription is in arrears
at the date of the meeting; and
(g) voting may be by a show of hands or a division of members, unless at least 20% of the members
present demand a secret ballot; and
(h) if a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the
way the chairperson decides; and
(i) 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; and
(j) a member may vote in person or by proxy or by attorney or by using any technology that reasonably
allows the member to hear and take part in discussions as they happen and that person is taken to be
present at the meeting -
(i) on a show of hands, each person present who is a member or a representative of a member has 1
vote
(ii) in a secret ballot, each member present in person or by proxy or by attorney or other properly
authorised representative has 1 vote
(k) an instrument appointing a proxy must be in writing; and -
(i) if the appointer is an individual - signed by the appoint or or the appointer's attorney properly
authorised in writing; or
(ii) if the appointer is a corporation - either under seal or signed by a properly authorised officer or
attorney of the corporation
ABSENTEE VOTING - APPOINTMENT OF A PROXY
36. (1) A proxy may be a member of the association or another person; and
(a) the instrument appointing a proxy is taken to confer authority to demand or join in demanding a
secret ballot; and
(b) if a member wants an opportunity to vote for or against a resolution they can sign an instrument to
appoint a proxy.
(2) An instrument appointing a proxy must be in writing and be in the following or similar form--
Association : Impress Printmakers Studio Brisbane;
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 the association,
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 to vote[in favour of]* or [against] the resolution (*Strike out the option not wanted).
(3) The instrument must be signed by the absentee voter and posted or emailed to the secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
(4) The secretary will ensure that all proposed resolutions are clearly and unambiguously specified in
proposed resolutions sent to members no less than 14 days prior to the general meeting
(5) Unless otherwise instructed, the proxy may vote as the proxy considers appropriate; and
(6) each instrument appointing a proxy must be given to the secretary before the start of the meeting at
which the person named in the instrument proposes to vote
MINUTES OF A GENERAL MEETING
37. (1) The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other
proceedings of each management committee meeting and general meeting are entered in a minute
book; and
(2) the secretary must ensure the minute book for each general meeting is open for inspection at all
reasonable times by any financial member who previously applies to the secretary for an inspection.
(3) To ensure the accuracy of the minutes recorded under subsection (1) -
(a) 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
(b) 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
(c) the minutes of each annual general meeting must be signed by the chairperson of the meeting,
or the chairperson of the next meeting of the association that is a general meeting or annual
general meeting, verifying their accuracy.
(4) If asked by a member of the association, 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. The association may require the member to
pay the reasonable costs of providing copies of the minutes.
BY-LAWS
38. (1) The management committee may make, amend or repeal by-laws, not inconsistent with these rules,
for the internal management of the association.
(2) A by-law may be set aside by a vote of members at a general meeting of the association.
(3) A Code of Conduct for the association prepared by the management committee must be
ratified by a general meeting.
(4) Amendments or repeals of a Code of Conduct for the association must be ratified by a general
meeting.
ALTERATION OF RULES
39. (1) Subject to the Associations Incorporation Act 1981, these rules may be amended, repealed or added
to by a special resolution carried at a general meeting.
(2) (2) However an amendment, repeal or addition is valid only if it is registered by the chief executive.
COMMON SEAL
40. (1) The management committee must ensure the association has a common seal.
(2) The common seal must be -
(a) kept securely by the management committee; and
(b) used only under the authority of the management committee
.
(3) Each instrument to which the seal is attached must be signed by a member of the
management committee and countersigned by -
(a) the secretary; or
(b) another member of the management committee; or
(c) someone appointed by the management committee.
FUNDS AND ACCOUNTS
41. (1) The funds of the association must be kept in an account in the name of the
association in a financial institution decided by the management committee.
(2) Records and accounts must be kept in the English language showing full and accurate
particulars of the financial affairs of the association.
(3) All amounts must be deposited in the financial institution account as soon as
practicable after receipt.
(4) A payment by the Association of $100 or more must be paid by cheque or electronic funds transfer
If an amount of $100 or more is paid by cheque. the cheque must be signed by any 2 of the following¬
(a) the president;
(b) the secretary;
(c) the treasurer;
(d) another member authorised by the management committee for the purpose.
(5) Payments authorised by the management committee can be made by any one of the following members
of the management committee who have been authorised to sign on behalf of the association who
must also be either:
(a) the president
(b) the secretary or
(c) the treasurer.
(6) Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed
'not negotiable'.
(7) A petty cash system must be kept in the impress accounts, and the management
committee must decide the amount of petty cash to be kept in the accounts.
(8) All expenditure must be approved or ratified at a management committee meeting.
GENERAL FINANNCIAL MATTERS
42. (1) The treasurer must, as soon as practicable after the end date of each financial year, ensure a
financial statement for its last financial year containing the following particulars is prepared -
(a) the income and expenditure for the financial year just ended;
(b) the association's assets and liabilities at the close of the year;
(c) the mortgages, charges and securities affecting the property of the association
at the close of the year.
(2) If the association is incorporated within 3 months before the end of the association's financial year,
subsection (8) does not apply for the financial year in which the association is incorporated.
(3) The auditor must examine the statement prepared under subsection (1) and present a report about it
to the secretary before the next annual general meeting following the financial year for which the
audit was made.
(4) The income and property of the association must be used solely in promoting the
association's objects and exercising the association's powers.
PUBLIC GIFT FUND - RULE (33) of the Incorporations Association Act 1981
43. (1) The public gift fund shall be subject to the provisions of the Incorporations Association Act 1981 a
and the resolutions of the management committee of Impress Printmakers Studio Brisbane Inc.
(2) There shall be a separate bank account.
Donations will be deposited into the public gift fund listed on the Register of Cultural
Organisations. These monies will be kept separate from other funds of the Association and will only
be used to further the Associations main object. Investment of monies in this fund will be made in
accordance with guidelines for public gift funds as specified by the Australian Taxation Office.
(3) The fund will be administered by a management committee or a subcommittee of the management
committee, a majority of whom, because of their tenure of some public office or their professional
standing, have an underlying community responsibility, as distinct from obligations solely in regard
to the cultural objectives of Impress Printmakers Studio Brisbane Inc.
(4) The name of the public fund shall be Impress Printmakers Studio Brisbane Inc Public Gift Fund.
(5) The gift fund shall be used only for the principle purpose of Impress Printmakers Studio Brisbane
Inc. - to promote and raise the awareness of printmaking as a fine art form.
WINDING UP CLAUSE
44. (1) If upon the winding up or dissolution of the public gift fund, there remains after satisfaction of all
debts and liabilities, any property or funds, the property or funds shall not be paid or distributed
among its members, but shall be given or transferred to some other fund, authority or institution
having objects similar to the objects of this public fund, and whose rules shall prohibit the
distribution of its or their income among its or their members, such fund, authority or institution to be
eligible for tax deductibility or donations under Subdivision 30-B, section 30-100, of the Income Tax
Assessment Act 1997 (the Act) and listed on the Register of Cultural Organisations maintained under
the Act.
(2) Any proposed amendments or alterations to provisions for the public fund will be notified to the
Department responsible for the administration of the Register of Cultural Organisations to access
the effect of any amendments on the fund's continuing deductible gift recipient status.
DOCUMENTS
45. The management committee must ensure the safe custody of books, documents, instruments of title
and securities of the association.
FINANCIAL YEAR
46. The end date of the financial year of the association closes on December 31st in each year.
DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY
47. (1) This section applies if the association -
(a) is wound-up under part 10 of the Act;[4] and
(b) it has surplus assets.
(2) The surplus assets must not be distributed among the association members.
(3) The surplus assets must be given to another entity -
(a) having objects similar to the association's objects; and
(b) the rules of which prohibit the distribution of the entity's income and assets to its members.
(4) In this section - "surplus assets" has the meaning given by section 92(3)[5] of the Act.
[1] Note— The Act prevails if the associations rules are inconsistent with the Act—see section 1B of the Act
[2] For the number of members to form a quorum, see section 23 (Meetings of management committee)
[3] This statement is required to be prepared under the Associations Incorporation Act 1981, section 59 (Audit and statement).
[4] Part 10 (Winding-up) of the Act
[5] Section 92 (Distribution of surplus assets) of the Act