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Constitution

Rule 1. Name.

The name of the Association shall be:

The Goulburn Liedertafel (Inc.) (in these rules called "The Association")

Rule 2. Definition.

(1) In these rules, unless the contrary intention appears:

Member means individual members or nominated members as provided for by rule 6 of these rules.

Family Membership means a household group consisting of partners with or without children, and a single parent with children.

Nominated Member means a natural person provided for under rule 6 of these rules who represents the membership of a legally incorporated body or any other group which operates under a valid constitution where such representation of membership shall be by way of written authorisation from the governing body of the incorporated body or other group and where such written authorisation has not been revoked withdrawn or suspended.

Board of Management means the governing body of the Association appointed in accordance with rule 13 of these rules

Special Resolution means a resolution, the details of which have been circulated to all members and which becomes effective when passed by a simple majority of members casting a postal vote or voting personally at a general meeting of the Association.

Secretary means -

(a) The person holding office under these rules as Secretary of the Association;

or

(b) where no such person holds that office - the Public Officer of the Association.

Financial Institution means any bank, building society, cash management trust or other institution properly constituted to receive, loan or disburse public funds within the State of New South Wales.

The Act means the Associations Incorporation Act, 1984;

Rule 2. Definition (Continued)

The Regulation means the Associations Incorporation Regulation, 1985

(2) In these rules -

(a) a reference to a function includes a reference to a power, authority and duty; and

(b) a reference to the existence of a function includes, where the function is a

duty, a reference to the performance of the duty.

(3) The provisions of the Interpretation Act 1897, apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.

(4) Where in relation to any matter the Model Rules as prescribed under the Associations Incorporation Act make provision but the rules of this incorporated Association do not make provision, the provisions of the Model Rules shall, in relation to that matter, be deemed to be included in the rules of this incorporated Association.

(5) An object or a rule of this incorporated Association is of no effect if it is inconsistent with the Associations Incorporation Act or contrary to law.

Rule 3. Objects of the Association.

The basic objects of the Association are:

(1) To provide both public and private entertainment and education through live theatre film shows promotional displays and without limiting the generality of the expression includes music and musical performances of all types poetry readings talks lectures sermons speeches and other activities live or recorded which may be approved by the Board of Management.

(2) To provide a venue for training persons of all ages in the art and craft of live theatre.

(3) To provide a venue for hire by other organisations who may wish to carry on activities compatible with these objectives.

(4) To apply for obtain and hold such licences as are necessary from time to time to establish erect operate use maintain and repair a building(s) suitable for the carrying on of the businesses of the Association.

(5) To raise funds through admission charges sale of goods advertising membership fees hiring fees raffles lotteries and other means in accordance with the laws in force at the time.

Rule 4. Additional Objects of the Association.

In addition to the basic objects of the Association the objects and purposes of the Association shall be deemed to include -

(a) The purchase, taking on lease or in exchange, and the hiring or otherwise acquiring of any real or personal property that may be deemed necessary or convenient for any of the objects or purposes of the Association;

(b) the buying, selling, and supplying of, and dealing in, goods of all kinds;

(c) the construction, maintenance, and alteration of buildings or works necessary or convenient for any of the objects or purposes of the Association;

(d) the accepting of any gift, whether subject to a special trust or not, for any one or more objects and purposes of the Association;

(e) the taking of such steps from time to time as the members in general meeting may deem expedient for the purpose of procuring contributions to the funds of the Association, whether by way of donations subscriptions, or otherwise;

(f) the borrowing and raising of money in such manner and on such terms as the Association in general meeting may think fit or as may be approved or directed by resolution passed at a general meeting; and securing the repayment of money so raised or borrowed or the payment of a debt or liability of the Association by giving mortgages, charges or securities upon or over all or any of the real or personal property of the Association, such borrowings not to exceed twenty per cent of the capital net assets of the Association;

(g) the investment of any moneys of the Association not immediately required for any of its objects or purposes in such manner as the Board of Management of th Association may from time to time determine;

(h) the establishment and support or aiding in the establishment and support of any other association formed for any of the basic objects of the Association or for any recognised charitable organisation.

(i) the doing of all such other lawful things as are incidental or conducive to the attainment of the basic objects of the Association or of any of the objects and purposes specified in the foregoing provisions of this rule.

Rule 5. The affairs of the Association.

Management rests with Association in general meeting.

(1) The affairs of the Association shall be managed by the Association in general meeting which shall have final authority with respect to all affairs of the Association but which may delegate to the Board of Management at such times as the Association is not in general meeting the power to manage and control all the affairs of the Association and specifically the Board of Management:

(a) shall control and manage the business, financial, legal, and staffing affairs of the Association and may, subject to the Act and these rules, exercise all such powers and functions that are required by the Act and these rules to be exercised by general meetings of members of the Association.

(b) may, subject to the Act and these rules, perform all such acts and things as appear to the Board of Management to be essential for the proper management of the business affairs of the Association.

Rule 6. Membership of the Association.

Qualification for membership.

(1) A person is qualified to be a member of the Association if, but only if -

(a) the person is a person referred to in section 15(1)(a), (b) or (c) of the Act and has not ceased to be a member of the Association at any time after incorporation of the Association under the Act; or

(b) the person is a natural person who -

(i) has been nominated for membership of the Association as provided by sub-rule (2) of this rule; and

(ii) has been approved for membership of the Association by the Board of Management of the Association.

Nomination for membership

(2) A nomination of a person for membership of the Association -

(a) shall be made by a member of the Association in writing and shall bear the name and address of the person seeking membership and the name of the nominating member of the Association. In the case of a person seeking membership as the nominated member for an incorporated body or group, the name and address of the group shall be shown. The form of nomination shall be signed and dated by the person seeking membership or in the case of a body or group a person authorised to sign on behalf of that body or group, and the nominating member.

(b) shall be lodged with the secretary of the Association.

Rule 6. Membership of the Association. (Continued)

Membership approval

(2) (c) As soon as practicable, but not later than 60 days after receiving a nomination for membership, the secretary shall refer the nomination to the Board of Management which shall determine whether to approve or reject the nomination.

Notification of approval

(d) Where the Board of Management determines to approve a nomination for membership, the secretary shall, as soon as possible after the determination, notify the nominee of that approval and request the nominee to pay within a period of 28 days after receipt by the nominee of the notification the sum payable under these rules by a member as entrance fee and annual subscription.

Registration of membership

(e) The secretary shall, on payment by the nominee of the amounts referred to in sub-rule (2)(d) of this rule within the period referred to in that rule, enter the nominee's name in the register of members, and upon the name being so entered, the nominee becomes a member of the Association.

Refusal of membership

(f) Where the Board of Management determines not to approve a nomination for membership, the secretary shall, as soon as possible after the determination, notify the nominee of the disapproval and set out the reasons as to why nomination was refused and at the same time advise the nominee of his/her right, within a period of 28 days, to refer the matter of such disapproval to a special meeting of the Board of Management which may be attended by two additional members of the Association nominated by the person refused membership and such additional members shall have voting rights at this meeting as if they were members of the Board of Management.

Cessation of membership

(3) A person ceases to be a member of the Association if the person -

(a) Dies.

(b) Resigns that membership in writing addressed to the secretary of the Association.

(c) Is expelled from the Association.

(d) Fails to pay the annual membership fee payable by her or him within three months of such fee falling due, and where that member has been given notice allowing a period of 28 days to pay outstanding fees, the secretary shall, should such fees still remain unpaid, remove that member's name from the register of members whereupon that member shall cease to be a member of the Association.

Transfer and cessation of rights and obligations

(4) A right, privilege or obligation which a person has by reason of being a member of the Association -

(a) is not capable of being transferred or transmitted to another person; and terminates upon cessation of the person's membership.

Rule 6. Membership of the Association. (Continued) Members resignation

(5) (a) A member of the Association may, at any time, resign from the Association by delivering or sending by post to the secretary a written notice of resignation.

Removal of name from register

(b) Upon receipt of a notice under sub-rule (5)(a) of this rule, the secretary shall remove the name of the member by whom the notice was given from the register of members, whereupon the member ceases to be a member of the Association notwithstanding that any amounts payable by such member to the Association in respect of the member's membership up to and including the date of receipt by the secretary of notice of resignation shall remain payable to the Association.

Membership register

(6) (a) The secretary of the Association shall establish and maintain a register of members of the Association specifying the name and address of each person who is a member of the Association together with the date on which the person became a member.

Inspection of membership register

(b) The register of members shall be kept at the principal place of administration of the Association and shall be open for inspection, free of charge, by any member of the Association during normal business hours.

Entrance fee

(7) (a) Until otherwise fixed pursuant to sub-rule (7)(c) of this rule, a member of the Association shall, upon admission to membership, pay to the Association an entrance fee of One dollar ($1.00).

Annual membership fee

(b) Until otherwise fixed pursuant to rule 6 (7)(c) of these rules, the annual membership fee payable by individual members shall be the sum of One dollar ($1.00)

Altering fees payable

(c) The amount of entrance fee and annual membership may be fixed from time to time by the Board of Management of the Association.

Payment of fees

(d) The full annual membership fee of a member is due and payable on or before the first day of the current financial year of the Association regardless of the time within the current financial year that a member is admitted to membership however the Board of Management shall have the right to levy a fee on a pro-rata basis where a person is admitted to membership at a time greater than 6 months after the commencement of the financial year.

Limitation of liability

The liability of a member of the Association to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required by sub-rule (7) of this rule.

Expulsion of a member

Rule 6. Membership of the Association. (Continued)

9 (a) Subject to this rule, the Board of Management may expel a member of the Association if, in the opinion of the Board of Management the member has been guilty of conduct detrimental to the interests of the Association.

(b) The expulsion of a member under sub-rule (9)(a) of this rule does not take effect -

(i) until the expiration of fourteen days after service on the member of a notice under sub-rule (9)(c) of this rule; or

(ii) if the member exercises his/her right of appeal under this rule, until the conclusion of the hearing before the disputes committee of the Association,

whichever is the later date.

Notification of expulsion and right of appeal

(c) Where the Board of Management expels a member from the Association, the secretary of the Association shall, without undue delay, cause to be served on the member a notice in writing -

(i) stating that the Board of Management has expelled the member;

(ii) specifying the grounds for the expulsion; and

(iii) informing the member that if he/she so desires he/she may, within fourteen days after the service of notice on him/her, refer the matter of his/her expulsion to a special meeting of the Board of Management which may be attended by two additional members of the Association nominated by the person under expulsion and such additional members shall have voting rights at this meeting as if they were members of the Board of Management.

Rule 7. Income and Property of the Association.

Application of income and property

(1) The income and property of the Association, however derived, shall be applied solely towards the promotion of the objects and purposes of the Association and no portion of any period profits shall be paid or transferred, directly or indirectly by dividend, or other form of profit sharing whatsoever, to any member of the Association.

Members of Board of Management not to be employed

(2) The Association shall not -

(a) appoint a person who is a member of the Board of Management to any office or position of employment within the Association whereby there shall accrue to the holder of such office or position any remuneration by way of salary, fees, commission or allowances; or

(b) pay to such person any remuneration or other benefit in money or money's worth( other than the repayment of out-of-pocket expenses approved by the Board of Management).

Rule 7. Income and Property of the Association. (Continued)

(c) Nothing in the foregoing provisions of this rule prevents the payment in good faith to an employee or member of the Association of -

(i) remuneration in return for services actually rendered to the Association by the employee or member or for goods supplied to the Association by the employee or member in the ordinary course of the normal business activity of that employee or member, provided that the supply of such goods or services to the Association is not the sole or major business activity of the employee or member;

(ii) interest at a rate not exceeding the current bank overdraft rate applied from time to time by the Association's bankers on moneys loaned to the Association by the employee or member.

(iii) a reasonable and proper sum by way of rent for premises let to the Association by the employee or member.

Rule 8. Accounting and Finance.

Keeping of accounts

(1) True accounts shall be kept -

(a) of all sums of money received and expended by the Association and the matter in respect of which the receipt or expenditure takes place; and

Open for inspection.

(b) of the property, credits and liabilities of the Association, and subject to any reasonable restrictions as to time and manner of inspecting them that may be imposed by the Association for the time being, those accounts shall be open for inspection of the members of the Association.

Treasurers responsibility

(2) The Treasurer of the Association shall be responsible for faithfully keeping all general records, accounting books, and records of receipts and expenditure connected with the operations and business of the Association in such form and manner as the Board of Management may direct.

Location of books and records

(3) The accounts, books, and records referred to in sub-rules (1) and (2) of this rule shall be kept at the Association's office or at such other place as the Board of Management may decide.

All income to be receipted

(4) The treasurer shall be responsible for ensuring that all moneys received by the Association shall forthwith be officially receipted in the records of the Association in such manner as to facilitate comprehensive audit and checking of such receipts.

Banking of money

(5) The Board of Management shall cause to be opened with such financial institution or institutions as the Board of Management selects, an account or accounts into which all moneys received shall be paid as soon as possible after receipt thereof.

Application of funds

(6) All moneys received by the Association from whatever source shall constitute an accretion to the general funds of the Association to be applied generally in accordance with rule 7 of these rules.

Rule 8. Accounting and Finance. (Continued) Receiving presented cheques

(7) The Board of Management may receive from any financial institution receiving or holding funds of the Association, all or any of the cheques drawn by the Association on any of its accounts with the institution or institutions and may release and indemnify the institution or institutions from and against all claims, actions, suits, or demands that may be brought against the institution or institutions arising directly or indirectly out of those cheques or the surrender thereof to the Association.

Payment by cheque

(8) Except with the authority of the Board of Management, no payment shall be made from the funds of the Association otherwise than by cheque drawn on the account of the financial institution of the Association, but the Board of Management may provide a sum by way of "imprest refundable petty cash" to meet sundry or urgent expenditure, subject to the observance of such conditions in relation to the extent and use of such funds as the Board of Management may impose.

Authorisation of expenditure

(9) No cheques shall be drawn against the funds of the Association except for the payment of expenditure that has been authorised by the Board of Management.

Signing of cheques etc.

(10) All cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments shall be signed by the treasurer or, in his/her absence, by such other member or members of the Board of Management as the Board of Management may authorise for that purpose, and shall be countersigned by such other person authorised by the Board of Management for the purpose.

Appointment of auditor

(11) At each annual general meeting of the association, the members present shall appoint a person as the auditor of the Association.

Auditor - Period of office

(12) A person so appointed shall hold office until the annual general meeting next after that at which he/she is appointed, and is eligible for re-appointment.

Board of Management to appoint auditor

(13) If an appointment is not made at an annual general meeting the Board of Management shall appoint an auditor of the Association for the then current financial year of the Association.

Auditor - casual vacancy

(14) If a casual vacancy occurs in the office of auditor during the course of a financial year of the Association, the Board of Management shall appoint a person as the auditor and the person so appointed shall hold office until the next succeeding annual general meeting.

Auditor to examine books

(15) Once at least in each financial year of the Association, the accounts of the Association shall be examined by the auditor.

Rule 8. Accounting and Finance. (Continued)

Auditor to report

(16) The auditor shall certify as to the correctness of the accounts of the Association and shall disclose to the members by way of report attached to the annual accounts, and shall state in that report -

(a) whether he/she obtained the information required by him/her;

(b) whether, in his/her opinion, the accounts are properly drawn up so as to exhibit a true and correct view of the financial position of the Association according to the information at his/her disposal and the explanation given to him/her and as shown by the books of the Association;

(c) whether the rules relating to the administration of the funds of the Association have been observed; and

(d) whether the provisions of the Act have been complied with in respect of insurances required to be maintained by the Association.

Rights of auditor

(17) The auditor -

(a) has a right of access to the accounts, books, records, vouchers, and documents of the Association;

(b) may require from the officers or employees of the Association such information and explanations as may be necessary for the performance of his/her duties as auditor;

(c) may employ persons to assist him/her in investigating the accounts of the Association; and

(d) may, in relation to the accounts of the Association, examine any member of the Board of Management or any employee or volunteer officer of the Association.

Financial year.

(18) The financial year of the Association is the period beginning on July 1 in each year and ending on June 30 next following.

Rule 9. Annual General Meeting.

Requirement to hold

(1) The Association shall, in each year, hold an annual general meeting.

Period in which to hold

(2) The annual general meeting shall be held on such day (being not later than six months after the close of the financial year of the Association) as the Board of Management may determine.

(3) The annual general meeting shall be in addition to any other general meetings that may have been held in the same year.

(4) The annual general meeting shall be specified as such in the notice convening it.

Ordinary business definition

(5) The ordinary business of the annual general meeting shall be -

(a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;

(b) to receive from the Board of Management, auditor, committees, sub-committees and employees of the Association, reports upon the business and transactions of the Association during the last preceding financial year;

(c) to elect the Board of Management in accordance with rule (13) of these rules and:

(d) to appoint the auditor and determine his/her remuneration if any.

Limitation of business

(6) The annual general meeting may not transact any business other than that specified under this rule unless such business is to determine a special resolution or special resolutions of which notice has been given under these rules, but the chairperson may however receive recommendations from members present for consideration by the incoming Board of Management.

General meetings designation

(7) All general meetings other than the annual general meeting shall be called special general meetings.

Contents of Notice

Rule 9. Annual General Meeting.(Continued)

(8) The secretary of the Association shall not less than one calender month before the date fixed for the holding of the annual general meeting of the Association cause to be forwarded by post to each member of the Association the following documents -

(a) a notice specifying the place, date and time for the holding of the annual general meeting;

(b) a profit and loss account and balance sheet of the Association for the financial year to which the annual general meeting relates;

(c) a report of the auditor of the association in accordance with rule 8 (16) of these rules

Advertisement required.

(9) The secretary of the Association shall not less than one calender month before the date fixed for the holding of the annual general meeting of the Association cause to be inserted in at least one newspaper published and circulating in Goulburn an advertisement specifying the place, date and time for holding of the meeting and the nature of the business to be transacted there at.

Rule 10. Special General Meeting.

Board to convene.

(1) A special general meeting may be convened whenever the Board of Management deems fit or is required under these rules to do so.

Members requisition.

(2) In addition to the conditions for the calling of a special general meeting in accordance with sub-rule (1) of this rule, the Board of Management shall call a special general meeting of the Association if requisitioned to do so by not less than twenty per cent of the members of the Association by notice in writing.

Details of business required.

(3) A requisition for a special general meeting shall present a notice of special resolution or special resolutions in writing to the secretary of the association clearly wording the special resolution or special resolutions to be placed before the members in general meeting and signed by the proposer and seconder of the motion or motions and recording the names of the members supporting the requisition for a special general meeting.

Rule 10. Special General Meeting. (Continued) Members may issue notice.

(4) Should the Board of Management not cause a notice of special general meeting as required under sub-rule (3) of this rule to be circulated to all members within twenty one days from the date on which the requisition therefor is deposited at the office of the Association, the requisitionists, or any of them may require a current listing of the name and address of each member of the Association and proceed to issue the notice of special general meeting as required under sub-rule (6) of this rule, however such notice may not be issued after three months from the date of the deposit of the requisition.

Refunding of call expenses.

(5) Where the requisitionists call a special general meeting in accordance with sub-rule (4) of this rule it shall be called in accordance with the provisions of these rules related to the calling of a special general meeting and all reasonable expenses incurred by the requisitionists in calling such special general meeting shall be refunded by the Association to the persons incurring them.

Contents of notice.

(6) The secretary of the Association shall not less than one calender month before the date fixed for the holding of the special general meeting of the Association cause to be forwarded by post to each member of the Association a notice specifying the place, date and time for the holding of the special general meeting

(7) The secretary of the Association shall not less than one calender month before the date fixed for the holding of the special general meeting of the Association cause to be inserted in at least one newspaper published and circulating in Goulburn an advertisement specifying the place, date and time for holding of the meeting and the nature of the business to be transacted thereat.

Limitation on business transacted

(8) A special general meeting may not transact any business other than to determine a special resolution or special resolutions of which notice has been given under these rules, but the chairperson may however receive recommendations from members present for consideration by the Board of Management.

Quorum must be in attendance

(9) No item of general business shall be transacted at general meeting unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item.

Numbers for a quorum

(10) Twenty (20) members or 30% (to the lowest number) of members whichever is the least personally present (being members entitled under these rules to vote thereat) constitute a quorum for the transaction of the business of a general meeting.

Adjournment if no quorum

Rule 10. Special General Meeting. (Continued)

(11) If within one hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if called upon the requisition of members, shall be dissolved, and in any other case it shall stand adjourned to the same day in the following week, at the same time and (unless another place is specified by the chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place, and if at that adjourned meeting a quorum is not present within one hour after the time appointed for the commencement of the meeting, the meeting shall be dissolved.

President to preside at general meetings

(12) The president of the Association or in his/her absence, the vice- president, or in the absence of both the president and vice- president, any other member of the Board of Management may preside as chairperson at every general meeting of the Association.

Members may elect a chairperson.

(13) Should no member of the Board of Management be present at any general meeting of the Association, the members present shall elect one of their number to preside as chairperson thereat.

Voting method.

(14) The chairperson of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(15) Where a meeting is adjourned for fourteen days or more, the like notice of the adjourned meeting shall be given as in the case of the original meeting.

(16) except as provided for in sub-rule (15) of this rule, it is not necessary to give any notice of an adjourned meeting.

Rule 11. Voting for Annual General Meetings and Special General Meetings.

(1) A question arising for resolution at a general meeting of the Association shall be determined by a show of hands or a ballot if the meeting so requires and a declaration by the chairperson that a resolution has been carried, or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the minute book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

Voting Rights.

(2) Upon any question arising at a general meeting of the Association, a member paying a single subscription shall be entitled to one vote. A family paying family subscription shall be entitled to two votes. No family shall be entitled to more than two votes irrespective of how subscriptions are paid.

Rule 11. Voting Annual General Meetings and Special General Meetings.(Continued)

Personal voting only.

(3) All votes shall be given personally.

Chairperson to have casting vote.

(4) In the case of an equality of voting on a question the chairperson of the meeting is entitled to exercise a casting vote.

(5) If at a meeting a poll on any question is demanded it shall be taken at that meeting in such manner as the chairperson may direct, and the result of the poll shall be deemed to be the resolution of the meeting on the question.

(6) A poll that is demanded on the election of a chairperson or on a question of adjournment, shall be taken forthwith, and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the chairperson may direct.

Rule 12. Officers of the Association.

Office bearers.

(1) The Board of Management shall hold its first meeting within 7 days following the Annual General Meeting of the Association and at this meeting shall elect from among its members the following officers:-

(a) a President;

(b) a Vice-President;

(c) a Treasurer; and

(d) a Secretary.

Period of office.

(2) Each officer of the Association shall hold office until the annual general meeting next after the date of his/her election but may be eligible for re-election subject to the provisions of sub-rule (4) of this rule.

Casual vacancy.

(3) In the event of a casual vacancy in any office mentioned in sub-rule(1) of this rule, the Board of Management may appoint one of its members to the vacant office, and the member so appointed may continue in office up to and including the annual general meeting next following the date of his/her appointment.

Rule 13. Board of Management.

Number of members.

(1) The Board of Management shall consist of seven (7) members elected at the annual general meeting of the Association.

Period of office.

(2) Each member of the Board of Management shall, subject to these rules, hold office until the annual general meeting next after the date of his/her election, but may be eligible for re-election subject to the provisions of sub-rule (3) of this rule.

Casual vacancy.

(3) In the event of a casual vacancy occurring on the Board of Management, the Board may appoint a member of the Association to fill the vacancy, and the member so appointed shall hold office, subject to these rules up to and including the annual general meeting next following the date of his/her appointment.

Nomination of candidates.

(4) Candidates for election to the Board of Management shall be nominated in writing by a proposer and seconder both of whom shall be members of the Association and such nomination signed by the nominee shall be required to be received by the secretary of the Association not later that 14 days prior to the date set for the Annual General Meeting of the Association in accordance with rule 11 of these rules.

No ballot required.

(5) If the list of candidates for election to the board of management comprises exactly seven candidates those seven candidates shall be appointed.

Ballot required.

(6) If the list of candidates for election comprises more than seven candidates a ballot shall be conducted.

Vacancies.

(7) For the purposes of these rules, the office of a member of the board of Management becomes vacant if the member -

(a) dies;

(b) becomes bankrupt or applies to take or takes advantage of any law relating to bankrupt or insolvent debtors or compounds with his/her creditors;

(c) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

(d) resigns his/her office by writing under his/her hand addressed to the Board of Management;

(e) fails without leave granted by the Board of Management, to attend three consecutive meetings of the Board of Management;

(f) ceases to be a member of the Association;

(g) is recalled or replaced by the body on behalf of whom he/she holds nominee membership in accordance with rule 2 of these rules; or

(h) is removed by a two-thirds majority of members voting in respect of a special general meeting convened for that purpose.

Rule 13. Board of Management. (Continued)

PROVIDED THAT where the member is a member referred to in sub-rule (7) (g) of this rule the body on behalf of whom the member was acting on the Board of Management shall, for a period of fourteen days after the vacancy so caused occurs, have the option of appointing a replacement on the Board of Management from within its own ranks.

Frequency of meetings.

(8) The Board of Management shall meet at least 6 times in each period of 12 months at such place and time as the Board of Management may determine.

Special meetings.

(9) Special meetings of the Board of Management may be convened by the President, or any four of its members.

Notice of meetings.

(10) Oral or written notice shall be given by the secretary to each member of the Board of Management of any meeting of the Board of Management at least 48 hours before the time appointed for the holding of such meeting, specifying the general nature of the business to be transacted at such a meeting.

Quorum.

(11) Any four (4) of the Board of Management constitute a quorum for transaction of the business of a meeting of the Board of Management.

Lack of quorum.

(12) No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same place and the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

Chairperson.

(13) At meetings of the Board of Management -

(a) the President, or in his/her absence the Vice-President, or

(b) If the President and the Vice-President are absent, such one of the remaining members of the Board of Management as may be chosen by the members present, shall preside.

Voting.

(14) Questions arising at meetings of the Board of Management or of any sub-committee appointed by the Board of Management shall be determined on a show of hands, or, if demanded by a member thereof, by a poll taken in such manner as the person presiding at the meeting may determine.

(15) Each member of the Board of Management present at a meeting of the Board of Management or of any sub-committee appointed by the Board of Management (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

Sub-committees

(16) The Board of Management may at any time appoint a sub-committee from the Board of Management as it may think fit and shall prescribe the powers and functions thereof.

(17) The Board of Management may co-opt as members of a sub-committee such persons as it thinks fit, whether or not those persons are members of the Association, but a person so co-opted is not entitled to vote.

Rule 13. Board of Management. (Continued)

(18) Three appointed members of a sub-committee constitute a quorum at a meeting of the sub-committee.

(19) The chairperson of any sub-committee appointed under these rules is responsible for calling meetings of that sub-committee.

Written notice of each sub-committee meeting shall be served on each member of the sub-committee by delivering it to him/her at a reasonable time before the meeting or by sending it by post addressed to him/her at his/her usual or last-known place of living in time to reach him/her in due course of post before the date of the meeting.

Executive committee.

(21) The President or Vice-President and any other two of the office bearers of the Association shall constitute an executive committee, which may issue instructions to the public officer and the employees of the Association in matters of urgency connected with the management of the affairs of Association during intervals between meetings of the Board of Management, and where any such instructions are issued shall report thereon to the next meeting of the Board of Management.

Disclosure of interest in contracts.

(22) A member of the Board of Management who is interested in any contract or arrangement made or proposed to be made with the Association shall disclose his/her interest at the first meeting of the Board of Management at which the contract or arrangement is first taken into consideration, if his/her interest then exists, or, in any other case, at the first meeting of the Board of Management after the acquisition of his/her interest.

(23) If a member of the Board of Management becomes interested in a contract or arrangement after it is made or entered into he/she shall disclose his/her interest at the first meeting of the Board of Management after he/she becomes so interested.

(24) No member of the Board of Management shall vote as a member of the Board of Management in respect of any contract or arrangement in which he/she is interested and if he/she does so vote his/her vote shall not be counted.

(25) The Board shall cause minutes of meetings to be made in books provided for the purpose and in particular:-

(a) Of all appointments of officers and employees made by the directors.

(b) Of the names of the directors present at each meeting of the board and any committee of the board.

(c) Of all resolutions and proceedings at all meetings of the Association and of directors and of committees. Such minutes shall be recorded in the minute book within fourteen days of the date of the meeting, the proceedings of which they record. The confirmation of such minutes shall be taken as the first business at the next succeeding meeting of the Association, Board or Committee as the case may be.

Rule 14. By-Rules.

General meeting required.

(1) The Association may by special resolution at a general meeting of the Association called for that purpose and held in accordance with these rules make, add to, amend or revoke any by-rules for the operation of the Association as such general meeting may approve.

By-rules to be binding

(2) Such by-rules shall become binding on the Association in the same manner as these rules provided however that where any by-rules are in conflict with or contrary to these rules, these rules shall prevail.

Rule 15. Notices.

Service of notices.

Any notice required under these rules may be served by or on behalf of the Association upon any member either personally or by sending it through the post addressed to the member at his/her usual or last known place of living.

Rule 16. Alteration of the rules.

Special resolution required.

(1) These rules may be amended or rescinded by resolution passed by two thirds of the financial members voting at a special general meeting.

Notice required of details.

(2) Notice of the proposed amendment shall be in the notice calling the special general meeting.

Rule 17. Common Seal.

In custody of public officer.

(1) The common seal of the Association shall be kept in the custody of the public officer.

Use to be attested.

(2) The common seal shall not be affixed to any instrument except by the authority of the Board of Management and the affixing of the common seal shall be attested by the signatures either of two members of the Board of Management or of one member of the Board of Management and the Public Officer or Secretary.

Rule 18. Surplus property.

Vesting on winding up.

(1) At the first general meeting of the Association following the approval of these rules, the Association shall pass a special resolution nominating an incorporated association as the association in which is to vest its surplus property pursuant to section 53 (2) of the Act in the event of the winding up or the cancellation of the incorporation of the Association.

(2) The incorporated association so nominated shall be one which fulfils the requirements specified in section 53 (2) (a) - (c) of the Act.

Rule 19. Copies of the rules.

Members entitled to copy.

All members of the Association shall be entitled to receive a copy of these rules and shall pay such fee as may be determined by the Board of Management from time to time.

Rule 20. Insurance.

Statutory insurance to be maintained.

(1) The Association shall effect and maintain insurance pursuant to section 44 of the Act.

Additional insurance may be taken.

(2) In addition to the insurance required under sub rule (1) of this rule, the Association may effect and maintain other insurance, including insurance of voluntary members.

Rule 21. Public Officer.

Board of Management to appoint.

(1) If the office of Public Officer shall become vacant, the Board of Management shall, within 14 days after it becomes vacant, appoint a person of 18 years of age or older and a resident of New South Wales to fill that vacancy.

Vacancy.

(2) The office of Public Officer of the Association becomes vacant if the person holding that office -

(a) resigns his/her office by writing under his/her hand addressed to the Board of Management of the Association;

(b) is removed from office by resolution of the Board of Management of the Association or by way of a special resolution in accordance with these rules at a general meeting of the Association;

(c) dies;

(d) becomes bankrupt or applies to take the benefit of the law for the relief of bankrupt or insolvent debtors or compounds with his/her creditors;

(e) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or

(f) ceases to be resident in New South Wales

May hold other office.

(3) The public officer may, subject to the rules of the Association, hold any other office in the Association.

Public officer to notify appointment.

(4) (a) The public officer shall within fourteen days after his/her appointment, give notice in writing to the registrar of the New South Wales Corporate Affairs Commission of his/her appointment and of his/her full name and address.

Public officer to notify changes.

(b) If the public officer changes his/her address, he/she shall within fourteen days after the change, give notice in writing to the registrar of the change.

Rule 22. Public Fund

(1) The Association will establish and maintain a public fund.

(2) Donations will be deposited into the public 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 principal purpose of the Association. Investment of monies in this fund will be made in accordance with guidelines for public 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, the 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 the Goulburn Liedertafel Inc.

(4) No monies/assets in this fund will be distributed to members or office bearers of the Association, except as reimbursement of out-of-pocket expenses incurred on behalf of the fund or proper remuneration for administrative services.

(5) The Department responsible for the administration of the Register of Cultural Organisations will be notified of any proposed amendments or alterations to provisions for the public fund, to assess the effect of any amendments on the public fundís continuing Deductible Gift Recipient status.

(6) Receipts for gifts to the public fund must state:

the name of the public fund and that the receipt is for a gift made to the public fund;

the Australian Business Number of the company;

the fact that the receipt is for a gift; and

any other matter required to be included on the receipt pursuant to the requirements of the Income Tax Assessment Act 1997.

(7) If upon the winding-up or dissolution of the public fund listed on the Register of Cultural Organisations, there remains after satisfaction of all its debts and liabilities, any property or funds, the property or funds shall not be paid to 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 of donations under Subdivision 30-B, section 30-100, of the Income Tax Assessment Act 1997 and listed on the Register of Cultural Organisations maintained under the Act. 18