Southlake Business Chamber and Community Alliance Inc. Constitution and Rules
Part 1 – Preliminary
Part 2 – Membership
4. Membership qualifications
5. Nomination for membership
6. Cessation of membership
7. Membership entitlements not transferable
8. Resignation of membership
9. Register of members
10. Fees and subscriptions
11. Members’ liabilities
12. Resolution of internal disputes
13. Disciplining of members
14. Right of appeal of disciplined member
Part 3 – The Committee
15. Powers of the committee
16. Constitution and membership
17. Election of members
20. Casual vacancies
21. Removal of member
22. Meetings and quorum
23. Delegation by committee to sub-committee
24. Voting and decisions
Part 4 – General Meetings
25. Annual General Meetings – holding of
26. Annual General Meetings – calling of and business at
27. Special General Meetings – calling of
30. Presiding member
32. Making of decisions
33. Special resolution
35. Appointment of proxies
Part 5 – Miscellaneous
37. Funds – source
38. Funds – management
39. Alteration of objects and rules
40. Common seal
41. Custody of books
42. Inspection of books
43. Service of notices
44. Mergers and Acquisitions
45. Winding Up
Southlake Business Chamber and Community Alliance Inc.
Constitution and Rules
Part 1 – Preliminary
In these rules:
a. Commissioner means the Commissioner of the Office of Fair Trading
b. SBCCA means Southlake Business Chamber and Community Alliance
c. ordinary member means a member of the committee who is not an office-bearer of SBCCA, as referred to in rule 14 b.
d. secretary means:
i. the person holding office under these rules as secretary of SBCCA, or
ii. if no such person holds that office – the public officer of SBCCA.
iii. special general meeting means a general meeting of SBCCA other than an annual general meeting.
iv. the Act means the Associations Incorporation Act 1984.
v. the Regulation means the Associations Incorporation Regulation 1999.
Interpretations to these rules:
a. a reference to a function includes a reference to a power, authority and duty, and
b. a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
c. the provisions of the Interpretation Act 1987 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.
Part 2 – Membership
a. A person is qualified to be a member of SBCCA if, but only if:
i. 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 SBCCA at any time after incorporation of SBCCA under the Act, or
ii. the person carries on an unincorporated business in the region, represents an incorporated business in the region, or is interested in the development of business in the region, or
iii. the person represents a community group, whether incorporated or not, in the region, or is interested in community issues in the region
iv. the person is a natural person who has been nominated for membership of SBCCA as provided by rule 5
b. There may be different categories of members and different features available to each category of member. The categories of members and features available to each category will be decided by the Committee.
a. Nomination of a person for membership of SBCCA:
i. must be made by a member of SBCCA in writing in the form set out in Appendix 1 to these rules, and
ii. must be lodged with the secretary of SBCCA
b. As soon as practicable after receiving a nomination for membership, the secretary must refer the nomination to the committee, which is to determine whether to approve or to reject the nomination.
c. As soon as practicable after the committee makes that determination, the secretary must:
i. notify the nominee, in writing, that the committee approved or rejected the nomination (whichever is applicable), and
ii. if the committee approved the nomination, request the nominee to pay (within the 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.
d. The secretary must, on payment by the nominee of the amounts referred to in rule (3)(c) within the period referred to in that provision, enter the nominee’s name in the register of members and, on the name being so entered, the nominee becomes a member of SBCCA
A person ceases to be a member of SBCCA if the person:
a. dies, or
b. resigns membership, or
c. is expelled from SBCCA
a. A right, privilege or obligation which a person has by reason of being a member of SBCCA is not capable of being transferred or transmitted to another person, and
b. terminates on cessation of the person’s membership.
a. A member of SBCCA is not entitled to resign that membership except in accordance with this rule.
b. A member of who has paid all amounts payable by the member to SBCCA in respect of the member’s membership may resign from membership of SBCCA by first giving to the secretary written notice of at least one month (or such other period as the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
c. If a member of SBCCA ceases to be a member under rule 8 b, and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
a. The public officer must establish and maintain a register of members of SBCCA specifying the name and address of each person who is a member together with the date on which the person became a member.
b. The register of members must be kept at the principal place of administration of SBCCA and must be open for inspection, free of charge, by any member at any reasonable hour.
c. A member of SBCCA may obtain a copy of any part of the register on payment of a fee of $1 for each page copied or, if some other amount is determined by the committee, that other amount.
a. A member of SBCCA must, on admission to membership, pay a fee of $1 or, if some other amount is determined by the committee, that other amount.
b. In addition to any amount payable by the member under rule 10 a, a member of SBCCA must pay an annual membership fee of $2 or, if some other amount is determined by the committee, that other amount:
i. except as provided by rule 10 b ii, before 1 July in each calendar year, or
ii. if the member becomes a member on or after 1 July in any calendar year, on becoming a member and before 1 July in each succeeding calendar year.
The liability of a member to contribute towards the payment of the debts and liabilities of SBCCA or the costs, charges and expenses of the winding up of SBCCA is limited to the amount, if any, unpaid by the member in respect of membership of SBCCA as required by rule10.
a. Disputes between members (in their capacity as members) of SBCCA, and disputes between members and SBCCA, are to be referred to a Community Justice Centre for mediation in accordance with the Community Justice Centres Act 1983.
b. At least 7 days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.
a. A complaint may be made to the committee by any person that a member of SBCCA:
i. has persistently refused or neglected to comply with a provision or provisions of these rules, or
ii. has persistently and willfully acted in a manner prejudicial to the interests of SBCCA.
b. On receiving such a complaint, the committee:
i. must cause notice of the complaint to be served on the member concerned; and
ii. must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and
iii. must take into consideration any submissions made by the member in connection with the complaint.
c. The committee may, by resolution, expel the member from SBCCA or suspend the member from membership of SBCCA if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.
d. If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member's right of appeal under rule 14.
e. The expulsion or suspension does not take effect:
i. until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or
ii. if within that period the member exercises the right of appeal, unless and until SBCCA confirms the resolution under rule 14 d, whichever is the later.
a. A member may appeal to SBCCA in general meeting against a resolution of the committee under rule 21, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
b. The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
c. On receipt of a notice from a member under clause a, the secretary must notify the committee which is to convene a general meeting of SBCCA to be held within 28 days after the date on which the secretary received the notice.
d. At a general meeting of SBCCA convened under clause c:
i. no business other than the question of the appeal is to be transacted, and
ii. the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and
iii. the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
iv. If at the general meeting SBCCA passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
Part 3 – The Committee
a. The committee is to be called the Committee of Management of SBCCA and, subject to the Act, the Regulation and these rules and to any resolution passed by SBCCA in general meeting:
i. is to control and manage the affairs of SBCCA, and
ii. may exercise all such functions as may be exercised by SBCCA, other than those functions that are required by these rules to be exercised by a general meeting of members of SBCCA, and
iii. has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of SBCCA.
iv. May establish a fund for the purpose of receiving gifts for the sole purpose of furthering the charitable activities of SBCCA
a. Subject in the case of the first members of the committee to section 21 of the Act, the committee is to consist of:
i. the office-bearers of SBCCA, and
ii. 2 ordinary members representing businesses and town centres, each of whom is to be elected at the annual general meeting of SBCCA under rule 17.
iii. 2 ordinary members representing community organisations, each of whom is to be elected at the annual general meeting of SBCCA under rule 17.
b. The office-bearers of SBCCA are to be:
i. the president
ii. the vice-president
iii. the treasurer,
iv. the secretary and
v. the public officer
vi. the membership officer
c. Each member of the committee is, subject to these rules, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.
d. In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
a. Nominations of candidates for election as office-bearers of SBCCA or as ordinary members of the committee:
i. must be made in writing, signed by 2 members and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and
ii. must be delivered to the secretary at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
b. If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
c. If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
d. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
e. If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
f. The ballot for the election of office-bearers and ordinary members of the committee is to be conducted as a secret ballot at the annual general meeting and in a usual and proper manner.
a. The Secretary of SBCCA must, as soon as practicable after being appointed as secretary, lodge notice with SBCCA of his or her address.
b. It is the duty of the secretary to keep minutes of:
i. all appointments of office-bearers and members of the committee,
ii. the names of members of the committee present at a committee meeting or a general meeting, and
iii. all proceedings at committee meetings and general meetings.
iv. Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
a. It is the duty of the treasurer of the association to ensure:
i. that all money due to the association is collected and received and that all payments authorised by SBCCA are made, and
ii. that correct books and accounts are kept showing the financial affairs of SBCCA, including full details of all receipts and expenditure connected with the activities of SBCCA.
iii. That the annual accounts are audited by the auditor elected by the members at the annual general meeting
iv. that an annual budget is prepared and presented to the committee at the commencement of each financial year
For the purposes of these rules, a casual vacancy in the office of a member of the committee occurs if the member:
a. dies, or
b. ceases to be a member of SBCCA, or
c. becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or
d. resigns office by notice in writing given to the secretary, or
e. is removed from office under rule 21, or
f. becomes a mentally incapacitated person, or
g. is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.
a. SBCCA in general meeting may by special resolution remove any member of the committee before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
b. If a member of the committee to whom a proposed resolution referred to in clause a. relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representation be notified to the members of SBCCA, the secretary or the president may send a copy of the representations to each member of SBCCA or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
a. The committee must meet at least 3 times in each period of 12 months at a place within the region and at such reasonable time as the committee may determine.
b. Additional meetings of the committee may be convened by the president or by any member of the committee.
c. Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
d. Notice of a meeting given under rule 22 c. must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
e. Any 5 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
f. No business is to be transacted by the committee 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 is to stand adjourned to the same place and at the same hour of the same day in the following week.
g. If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
h. At a meeting of the committee:
i. the president or, in the president’s absence, the vice-president is to preside, or
ii. if the president and the vice-president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.
a. The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of SBCCA as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:
i. this power of delegation, and
ii. a function which is a duty imposed on the committee by the Act or by any other law.
b. A function the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the subcommittee in accordance with the terms of the delegation.
c. A delegation under this section may be made subject to such conditions or imitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
d. Despite any delegation under this rule, the committee may continue to exercise any function delegated.
e. Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.
f. The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
g. A sub-committee may meet and adjourn, as it thinks proper.
a. Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.
b. Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
c. Subject to rule 22 e. the committee may act despite any vacancy on the committee.
d. Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a subcommittee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
Part 4 – General Meeting
25. Annual general meetings – holding of
a. With the exception of the first annual general meeting, SBCCA must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year, convene an annual general meeting of its members.
b. SBCCA must hold its first annual general meeting:
i. within the period of 18 months after its incorporation under the Act, and
ii. within the period of 6 months after the expiration of the first financial year.
c. Clauses a. and b. have effect subject to any extension or permission granted by the Commissioner under section 26(3) of the Act.
a. The annual general meeting of SBCCA is, subject to the Act and to rule 28, to be convened on such date and at such place and time as the committee thinks fit.
b. In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
i. to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,
ii. to receive from the committee reports on the activities of SBCCA during the last preceding financial year,
iii. to elect office-bearers of SBCCA and ordinary members of the committee,
iv. to receive and consider the statement which is required to be submitted to members under section 26(6) of the Act.
c. An annual general meeting must be specified as such in the notice convening it.
a. The committee may, whenever it thinks fit, convene a special general meeting of SBCCA.
b. The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of SBCCA.
c. A requisition of members for a special general meeting:
i. must state the purpose or purposes of the meeting, and
ii. must be signed by the members making the requisition, and
iii. must be lodged with the secretary, and
iv. may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
d. If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
e. A special general meeting convened by a member or members as referred to in clause 27d. must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who consequently incurs expenses is entitled to be reimbursed by SBCCA for any expense so incurred.
a. Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of SBCCA, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
b. If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under clause a, the intention to propose the resolution as a special resolution.
c. No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business that may be transacted under rule 26 b.
d. A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
a. No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
b. Ten members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
c. If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:
i. if convened on the requisition of members, is to be dissolved, and
ii. in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of
the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
d. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least seven) is to constitute a quorum.
a. The president or, in the president’s absence, the vice-president, is to preside as chairperson at each general meeting of SBCCA.
b. If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.
a. The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
b. If a general meeting is adjourned for 14 days or more, the secretary must give written notice of the adjourned meeting to each member of SBCCA stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
c. Except as provided in rules 31 a and 31 b, notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
a. A question arising at a general meeting of SBCCA is to be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of SBCCA, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
b. At a general meeting of SBCCA, a poll may be demanded by the chairperson or by at least 3 members present in person or by proxy at the meeting.
c. If a poll is demanded at a general meeting, the poll must be taken;
i. immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment, or
ii. in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.
a. A resolution of SBCCA is a special resolution:
i. if it is passed by a majority which comprises at least three-quarters of such members of the association as, being entitled under these rules so to do,
vote in person or by proxy at a general meeting of which at least 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules, or
ii. where it is made to appear to the Commissioner that it is not practicable for the resolution to be passed in the manner specified in rule 33 a i, if the resolution is passed in a manner specified by the Commissioner.
a. On any question arising at a general meeting of SBCCA a member has one vote only.
b. All votes must be given personally or by proxy but no member may hold more than three proxies.
c. In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
d. A member or proxy is not entitled to vote at any general meeting of SBCCA unless all money due and payable by the member or proxy to SBCCA has been paid, including the amount of the annual subscription due but not paid in respect of the current year.
a. Each member is to be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
b. The notice appointing the proxy is to be in the form set out in Appendix 2 to these rules.
Part 5 – Miscellaneous
SBCCA may effect and maintain insurance.
a. The funds of SBCCA may be derived from entrance fees and annual subscriptions of members, donations and such other sources as the committee determines.
b. All money received by SBCCA must be deposited as soon as practicable and without deduction to the credit of SBCCA’s bank account.
c. SBCCA must, as soon as practicable after receiving any money, issue an appropriate receipt.
a. Subject to any resolution passed by SBCCA in general meeting, the funds may be used in pursuance of the Objects of SBCCA in such manner as the committee determines.
b. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of SBCCA, being members or employees authorised to do so by the committee.
The statement of Objects and these rules may be altered, rescinded or added to only by a special resolution of SBCCA.
a. The common seal of SBCCA must be kept in the custody of the public officer.
b. The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures of 2 members of the committee, one of whom must be either the president or the secretary
Except as otherwise provided by these rules, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to SBCCA.
The records, books and other documents of SBCCA must be open to inspection, free of charge, by a member of SBCCA at any reasonable hour.
a. For the purpose of these rules, a notice may be served on or given to a person:
i. by delivering it to the person personally, or
ii. by sending it by pre-paid post to the address of the person, or
iii. by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving
b. For the purpose of these rules, a notice is taken, unless the contrary is proved, to have been given or served:
i. in the case of a notice given or served personally, on the date on which it is received by the addressee, and
ii. in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and
iii. in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent, or if the machine from
which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.
a. By special resolution SBCCA may take over the assets and liabilities of any other organisation in the region that has similar objectives.
b. By special resolution SBCCA may merge with or acquire any other organisation in the region that has similar objectives.
a. Members may at any time by special resolution determine to wind up SBCCA.
b. If members agree to wind up SBCCA under rule 44a, then any assets will be distributed to those charity or community groups as the members determine in general meeting.
c. If there is an equality of votes on the charity or community groups to receive the assets then the chairperson shall have a casting vote.
Appendix 1: APPLICATION FOR MEMBERSHIP - Refer to the online version.