Rules for an Unincorporated Association - Template Form Pro · AU-law

RULES OF ASSOCIATION

________

An unincorporated association established as a charity

(1) OVERVIEW

(a) These rules of association (hereinafter "Rules") apply to the unincorporated association which operates under the name of ________ (hereinafter "Association").

(b) The Association is a not-for-profit body and shall operate as a charity.

(c) The Association intends to be registered, and to remain registered, as a charity with the Australian Charities and Not-for-profits Commission ("ACNC") under the Australian Charities and Not-for-profits Commission Act 2012 (Cth) ("ACNC Act"), and to comply with the governance standards and external conduct standards made under that Act.

(d) The registered office and principal place of administration of the Association is located at ________.

(e) These Rules shall be binding on each Member of the Association as a contract between the Members and between each Member and the Association.

(f) These Rules are governed by, and shall be construed in accordance with, the laws in force in the State of ________, and the Members submit to the non-exclusive jurisdiction of the courts of that State and the courts competent to hear appeals from them.

(2) DEFINITIONS

In these Rules, unless the context otherwise requires, the following definitions shall apply:

"ACNC Act" means the Australian Charities and Not-for-profits Commission Act 2012 (Cth) and the regulations made under it, including the governance standards.

"Association" means ________.

"Committee" means the committee of the Association created under these Rules.

"Committee Member" means a member of the Committee.

"General Meeting" means a general meeting of the Members, including an annual general meeting.

"Member" means a member of the Association, having attained membership in accordance with these Rules.

"Purpose" means the charitable purpose of the Association set out in clause (3).

"Register" means the register of Members maintained under these Rules.

"Responsible Person" has the meaning given in the ACNC Act and the governance standards.

"Rules" means these rules of association, as amended from time to time.

"Special Resolution" means a resolution passed in accordance with clause (17).

(3) PURPOSE

(a) The Association is established and shall be maintained exclusively for the following charitable purpose ("the Purpose"):

________

(b) The Purpose must at all times be a charitable purpose within the meaning of the Charities Act 2013 (Cth) and must be for the public benefit.

(c) The Association may do all things that help it to achieve or further the Purpose, in accordance with these Rules.

(d) The Association may only do things for the Purpose.

(e) The Association may only use any assets and income of the Association to promote the Purpose.

(f) The Association must not distribute any income or assets, whether directly or indirectly, to or among its Members, Committee Members or their associates, except as genuine compensation permitted under sub-clause (g).

(g) For the avoidance of doubt, the Association is permitted to:

(I) pay a Member an amount not exceeding a fair and reasonable market rate for goods or services that the Member genuinely provides to the Association in furtherance of the Purpose; or

(II) provide a benefit, including a financial benefit, to a Member where that benefit is provided in furtherance of, or is genuinely necessary to further, the Purpose, and is provided on arm's length terms.

(4) MEMBERSHIP

(a) Any person ("the Applicant") may apply to become a Member by completing a membership application form and submitting it to the Association.

(b) To be eligible to become a Member, an Applicant must (among other things):

(I) be no younger than ________ years of age;

(II) satisfy the Committee that the Applicant supports the Purpose; and

(III) agree to be bound by these Rules.

(c) After the Committee has determined an Applicant's application, the Committee will notify the Applicant as soon as practicable whether the application has been approved or rejected.

(d) Where an Applicant's application is rejected, the Association is not required to provide reasons to the Applicant.

(5) FEES

(a) The Association may charge such fees in relation to membership as it determines from time to time ("Fees").

(b) Members must pay Fees within one month of being asked by the Committee for payment, or at such other time as the Committee specifies from time to time.

(c) Fees may not be charged unless they have been approved by a majority of current Members at a General Meeting.

(6) SUSPENSION OR TERMINATION OF MEMBERSHIP

(a) A person's membership may be suspended if that person fails to pay Fees when they fall due.

(b) A person's membership may be cancelled if that person fails to pay Fees within six months of their membership being suspended.

(c) A person ceases to be a Member if that person:

(I) provides the Committee with written notice of resignation; or

(II) has their membership cancelled in accordance with these Rules; or

(III) dies.

(d) A person whose membership is suspended cannot exercise any Member's rights (such as voting at meetings) unless and until the period of suspension ends.

(e) A person who has ceased to be a Member must reapply for membership in the ordinary manner and have that application accepted by the Committee before being able to exercise any Member's rights.

(f) Where a person resigns as a Member, that person is not entitled to reimbursement of any Fees (or any part of any Fees) that have been paid.

(7) REGISTER OF MEMBERS

(a) The Association will maintain a register of Members ("the Register").

(b) A person becomes a Member when that person's name is entered in the Register.

(c) The following details for each Member ("Details") will be recorded in the Register:

(I) full name;

(II) postal address;

(III) date of birth;

(IV) place of birth;

(V) date of commencement of membership;

(VI) telephone number; and

(VII) email address.

(d) If a person ceases to be a Member, the Association will record in the Register the date on which the person ceased to be a Member, as soon as practicable.

(e) The Association must handle all personal information contained in the Register in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, to the extent they apply.

(f) If a Member requests that access to some or all of the Member's Details be restricted, the Committee may, in its discretion, determine whether to restrict access to such Details.

(8) ACCESS TO DOCUMENTS

(a) Members may request access to or copies of the following documents ("the Documents"):

(I) the Rules;

(II) the Register; or

(III) minutes of General Meetings of the Association.

(b) For the avoidance of doubt, the Association is not required to provide Members with access to or copies of Committee meeting minutes unless the Committee expressly permits it.

(c) The Association must provide the Member with access to or copies of the Documents unless:

(I) the request is unreasonable; or

(II) the Documents contain information which is confidential, or which relates to another person's personal, legal, medical, health, employment or financial matters; or

(III) providing access to or copies of the Documents may cause a breach of a law (including the Privacy Act 1988 (Cth)); or

(IV) providing access to or copies of the Documents could cause harm or damage to the Association.

(d) Where the Association refuses, for a reason described in the preceding sub-clause, to provide a Member with access to or copies of any Documents, but is able to provide limited access or limited copies without causing one of those issues, the Association will provide such limited access or limited copies to the Member.

(e) Any documents or copies the Association is to provide to a Member under this clause will be provided within a reasonable time.

(f) The Association may charge reasonable fees for producing copies of any documents under this clause.

(9) THE COMMITTEE

(a) The Association will have a committee ("the Committee") made up of committee members ("Committee Members"). Each Committee Member is a Responsible Person of the Association for the purposes of the ACNC Act.

(b) The Committee has the following role:

(I) governing the Association;

(II) managing the day-to-day operation of the Association;

(III) ensuring that the Association is managed responsibly; and

(IV) ensuring that the Association operates in pursuit of the Purpose.

(c) The Committee has all the specific powers and functions of the Association except those reserved to be exercised by the Members.

(d) The Committee may delegate its powers or functions to sub-committees, staff, Members or Committee Members, as permitted by law.

(e) Committee Members will be elected at a General Meeting by a ballot of the Members.

(f) The Committee must have a minimum of ________ Committee Members at any time.

(g) At the first Committee meeting after each annual general meeting, the Committee must appoint a Committee Member as chair of the Committee ("the Chair").

(h) The Committee may appoint and remove Committee Members from various positions, and may determine the roles and responsibilities of any Committee Member.

(i) A Committee Member is appointed for a term of up to one year, and ceases to be a Committee Member at the end of the annual general meeting following their appointment.

(j) After a Committee Member's term ends, that person may be reappointed for a subsequent term.

(k) A Member who wishes to join the Committee must:

(I) have another Member support their application; and

(II) put forward a nomination in writing to the Committee, or at a General Meeting where an election for the Committee is being held.

(l) To be eligible to be a Committee Member, a person must:

(I) not be disqualified from being a Responsible Person under the ACNC Act and the governance standards; and

(II) be a Member at the time of nomination, at the time of appointment, and throughout their term as a Committee Member; and

(III) be nominated in accordance with this clause; and

(IV) provide the Association with a signed consent to act as a Committee Member.

(m) A person ceases to be a Committee Member if that person:

(I) provides the Committee with written notice of resignation; or

(II) is removed by a resolution of the Members; or

(III) ceases to be a Member; or

(IV) becomes ineligible to be a Committee Member under the ACNC Act; or

(V) is absent from all Committee meetings, without the consent of the Committee, for six months or more; or

(VI) dies.

(n) Where the number of eligible persons nominated equals the number of Committee Members required, the Chair may appoint those nominees as Committee Members without holding a ballot.

(o) Where a Committee Member ceases to hold office before the end of the annual general meeting following their appointment, the Committee may appoint a Member to fill the casual vacancy until the next annual general meeting.

(10) COMMITTEE DUTIES

(a) In addition to any other duties imposed by law or elsewhere in these Rules, the Committee must:

(I) ensure that accurate minutes are kept of General Meetings and Committee meetings; and

(II) ensure that other records are kept in accordance with these Rules; and

(III) ensure that the Association's documents are made available to Members as required by these Rules.

(11) COMMITTEE MEMBER DUTIES

(a) Each Committee Member must:

(I) comply with their duties under the laws in force in Australia; and

(II) ensure that the Association complies with its duties under those laws, including the requirements applying to registered charities under the ACNC Act and the governance standards and external conduct standards made by the ACNC from time to time. This includes the following obligations:

(A) to act with reasonable care and diligence;

(B) to act honestly and fairly in the best interests of the Association and for its Purpose;

(C) not to misuse their position, or information they obtain as a Committee Member;

(D) to disclose perceived or actual material conflicts of interest;

(E) to ensure that the financial affairs of the Association are managed responsibly; and

(F) not to allow the Association to operate while insolvent.

(12) COMMITTEE MEETINGS

(a) A Committee Member may call a meeting of the Committee ("Committee Meeting"):

(I) by giving reasonable notice to the other Committee Members where the Committee Meeting is urgent; or

(II) by giving seven days' notice to the other Committee Members in all other cases.

(b) The Committee may determine how often it will hold Committee Meetings.

(c) The Committee may determine the manner in which Committee Meetings are held, including whether Committee Members must attend in person or may attend by technological means such as telephone or video link.

(d) The Chair will chair Committee Meetings.

(e) Where the Chair is not present at a Committee Meeting, the Committee may appoint another Committee Member to chair that meeting.

(f) For a resolution to be passed, more than half of the Committee Members present at the Committee Meeting must vote in favour of it.

(g) The Committee may, in its discretion, permit circular resolutions.

(h) The Committee may, in its discretion, determine the method by which Committee Members may vote on a circular resolution, including but not limited to:

(I) post; or

(II) email; or

(III) other electronic means.

(i) A circular resolution must be proposed in writing and every Committee Member must agree to it in writing (by a means determined by the Committee). The circular resolution is passed at the time the last Committee Member agrees to it in writing.

(13) QUORUM FOR COMMITTEE MEETINGS

A quorum for a Committee Meeting is more than 50% of the Committee Members. If more than 50% of the Committee Members are present at a Committee Meeting, the meeting is validly held.

(14) GENERAL MEETINGS OF MEMBERS

(a) The Committee may call a general meeting of the Members ("General Meeting").

(b) If a group of Members making up at least 10% of the total Members entitled to vote at General Meetings requests the Committee to call a General Meeting, the Committee must call one.

(c) Any Members requesting a General Meeting under the preceding sub-clause must, at the time of the request, provide details of any resolution to be proposed.

(d) Where a group of Members requests a General Meeting under the preceding sub-clauses but the Committee does not call one within two months of receiving the request:

(I) 50% or more of the group of Members who initially requested the meeting may call a General Meeting; and

(II) the General Meeting must be held within three months of the initial request; and

(III) the General Meeting should, so far as possible, be held in accordance with these Rules; and

(IV) those Members are entitled to claim from the Association any reasonable expenses incurred in calling and organising the General Meeting.

(e) Members (and any appointed auditor) must be given at least 21 days' notice of any General Meeting.

(f) Notice of any General Meeting must be given in writing, sent to the Member using the contact details recorded in the Register.

(g) Notice of any General Meeting must include the details of the meeting, any resolutions to be proposed, any matters proposed to be discussed, and whether technological means may be used to enable Members to attend from another location.

(h) The Association must hold its first annual general meeting within 18 months of the Association coming into existence.

(i) After the first annual general meeting, the Association must hold subsequent annual general meetings at least once in each calendar year.

(j) At each annual general meeting, the Association must provide reports to its Members on the activities and financial position of the Association.

(k) The ordinary business at an annual general meeting includes confirming the minutes of the previous annual general meeting, receiving reports and statements on the previous financial year, and electing Committee Members ("Ordinary Business").

(l) If the Association proposes to undertake any matters at an annual general meeting other than Ordinary Business, the notice must include details of those matters and any special business or resolutions to be considered.

(m) Members may propose resolutions to be voted on at a General Meeting as follows:

(I) a group of at least 10% of Members entitled to vote at a General Meeting may write to the Committee to propose the resolution;

(II) provided the Committee can meet the notice requirements for proposed resolutions, the Committee will notify Members of the proposed resolution;

(III) the proposed resolution will be put at the next General Meeting, held no later than two months after the Members first propose it.

(n) Members may propose resolutions in any other way permitted by law or by these Rules.

(o) The Chair will chair General Meetings.

(p) Where the Chair does not attend, the Members present at the General Meeting may choose another Committee Member to chair that meeting.

(q) The Chair is responsible for the conduct of the General Meeting.

(r) The Chair must give Members a reasonable opportunity to make comments and ask questions, including of any appointed auditor.

(s) Each Member present at a General Meeting (whether in person or by other means) has one vote.

(t) Votes at a General Meeting may be taken:

(I) by a show of hands; or

(II) by a written ballot; or

(III) by any other method the chair determines to be reasonable in the circumstances.

(u) If a vote is held by a show of hands, any Member may request that the vote be taken again by written ballot.

(v) A resolution passes only if a majority of the Members voting on it vote in favour. The chair does not have a casting vote.

(w) Where a vote is held by a show of hands, the chair is responsible for counting the show of hands, and the chair's decision as to the result is conclusive evidence of the result.

(15) QUORUM FOR GENERAL MEETINGS

A quorum for a General Meeting is 10% of the Members entitled to vote at a General Meeting. If 10% or more of those Members are present, the General Meeting is validly held.

(16) ADJOURNING GENERAL MEETINGS

(a) If a quorum is not present within 30 minutes after the General Meeting was scheduled to start, the chair may adjourn the meeting.

(b) If the chair determines that there is insufficient time to consider all business at the meeting, the chair may adjourn it.

(c) The chair must adjourn the meeting if a majority of the Members entitled to vote and present so direct.

(d) Where a General Meeting is adjourned, no new business may be dealt with at the resumed meeting ("the New Meeting"). Only unfinished business from the adjourned meeting ("the Adjourned Meeting") may be addressed.

(e) Where a General Meeting is adjourned, notice of the New Meeting must be given to all Members using the contact details recorded in the Register.

(f) Where the New Meeting is scheduled for a date less than 21 days after the Adjourned Meeting, notice of the New Meeting need not comply with the 21-day notice requirement but must still be given to Members.

(17) SPECIAL RESOLUTION

(a) A special resolution of the Association ("Special Resolution") is passed if:

(I) at least 21 days' notice of the meeting at which the Special Resolution will be proposed has been given to the Members; and

(II) at least 75% of the Members entitled to vote at the meeting and present vote in favour of the Special Resolution.

(18) NOTICES

(a) Any notice required to be given under these Rules must be given in writing.

(b) A notice may be given to a Member by:

(I) delivering it personally to the Member; or

(II) sending it by post to the Member's address recorded in the Register; or

(III) sending it by email to the Member's email address recorded in the Register; or

(IV) any other means agreed by the Member.

(c) A notice to the Association must be given to the Committee in writing, by delivering it personally, by post, or by email to the contact details of the Association.

(d) A notice is taken to have been given:

(I) if delivered personally, on the date of delivery; or

(II) if sent by post, on the third business day after the date it was posted; or

(III) if sent by email, on the date it was sent, unless the sender receives notification that the email was not successfully delivered.

(e) Each Member is responsible for ensuring that their contact details recorded in the Register are accurate and up to date.

(19) USE OF FUNDS

(a) The Association may receive funding from any of the following sources:

(I) application or joining fees;

(II) annual membership fees;

(III) grants;

(IV) fundraising;

(V) interest; and

(VI) any other lawful source approved by the Committee and consistent with furthering the Purpose.

(b) The Committee must establish policies and procedures for the management and holding of funds or assets on behalf of the Association.

(c) The funds may be applied in the manner directed by the Committee from time to time, consistent with the Purpose.

(d) The Committee must determine who is responsible for overseeing the use of funds or assets held on behalf of the Association.

(e) Where the Association deals with any assets held on trust, the Association must satisfy any obligations applying to those trust assets.

(f) The Association must comply with all applicable fundraising laws, including the fundraising legislation in force in the State of ________.

(20) RECORD KEEPING

(a) The Association must maintain written records ("the Records") that:

(I) correctly record its operations; and

(II) correctly record and explain its financial position and performance; and

(III) enable true and fair financial statements to be prepared and audited or reviewed.

(b) The Association must produce the Records if and when required by law.

(c) The Association must retain the Records for at least seven years, or such longer period as required by law (including the ACNC Act and any other applicable laws from time to time).

(21) AMENDMENTS TO RULES

(a) Subject to the other provisions of these Rules and to any applicable laws, these Rules may be amended by the Members passing a Special Resolution at a General Meeting in support of the proposed amendment.

(b) Notwithstanding the preceding sub-clause, the Members may not pass a Special Resolution to amend these Rules in a way that would cause the Association to lose its status as a charity, or that is inconsistent with the requirements of the ACNC Act.

(c) The Association must notify the ACNC of any change to these Rules within the time required by the ACNC Act.

(22) FINANCIAL YEAR

(a) The Association's financial year runs from 1 July to 30 June, unless the Committee passes a resolution to change the financial year.

(23) INDEMNITY

(a) To the maximum extent permitted by law, the Association indemnifies each Member for any expenses, debts or liabilities the Member incurs on behalf of the Association, provided the Member was authorised by the Association to incur them and was acting in good faith and in the best interests of the Association.

(b) Where the indemnity in this clause ("the Indemnity") applies to a Member, the Member is entitled to be reimbursed out of the assets or income of the Association.

(c) The Indemnity applies only where the Member is not entitled to be, and is not actually, indemnified by any other party.

(d) The Indemnity is a continuing obligation and is enforceable by a person even after that person has ceased to be a Member.

(e) Nothing in this clause indemnifies a person against any liability arising from a wilful breach of duty, fraud, dishonesty, or any conduct that the law does not permit to be indemnified.

(24) INSURANCE OF MEMBERS

The Association may, to the extent permitted by law, insure a Member (or former Member) against any liability incurred by that person in connection with their role as a Member of the Association.

(25) DISPUTE RESOLUTION

(a) Where a dispute arises between one or more Members and/or Committee Members ("the Parties"):

(I) the Parties must first attempt, in good faith, to resolve the dispute between themselves; and

(II) if, 14 days after the dispute first arose, the Parties have been unable to resolve it, the Parties must notify the Committee about the dispute; and

(III) the Committee will determine how the dispute may be resolved.

(b) The Committee may, from time to time, implement an additional or different policy regarding dispute resolution.

(c) Any dispute resolution policy must require the parties to first seek to resolve the matter directly between themselves.

(d) Any dispute resolution policy must allow each party a reasonable opportunity to present their respective arguments and to be accorded natural justice.

(e) Where a dispute cannot be resolved, the Committee may appoint a person who is independent of the dispute ("Independent Person") to assist in resolving it. The Independent Person may be a Member (provided that Member is independent of the dispute) but need not be.

(26) DISCIPLINE OF MEMBERS

(a) The Committee may take disciplinary action against a Member if it considers that the Member:

(I) has breached these Rules; or

(II) has caused, is causing, or will cause harm or loss (whether financial or otherwise) to the Association.

(b) The Committee may, from time to time, implement such disciplinary policy as it considers appropriate, provided that:

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(c) To the extent permitted by law, the Committee and the Association will not be liable for any loss or harm a Member may suffer as a result of disciplinary action taken in good faith against the Member in accordance with this clause.

(27) WINDING UP

(a) The Association may be wound up upon the passing of a Special Resolution to wind up the Association at a General Meeting.

(b) Upon winding up, the assets of the Association may be applied to pay any debts and other liabilities of the Association.

(c) Where any assets of the Association are affected by a trust, the Association must satisfy any debts, liabilities or obligations applying to those trust assets.

(d) Any surplus assets remaining (after payment of the Association's debts and liabilities under the preceding sub-clause):

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Adopted this ________ day of ________ 20________.

Signed by the Members:

Signature: ________

Name: ________

Address: ________

Date: ________

Signature: ________

Name: ________

Address: ________

Date: ________

Signature: ________

Name: ________

Address: ________

Date: ________