Statement of Purposes

1.         Purposes

(a)         To provide a forum for and encourage the discussion and exchange of information on DB2, and related products and tools.

(b)        To raise the level of understanding of DB2, related products and tools, and other relational Database Management Systems and their related products and tools that have an association with DB2.

(c)         To maintain a list of member requirements for DB2, and related products and tools.

(d)        To evaluate education offerings and literature for DB2, and related products and tools.

2.         Powers

Solely for the purpose of furthering the purposes set out above, the Association shall have power:

(a)         To take over the funds and other assets and the liabilities of the present unincorporated association known as DB2 Users Group - Melbourne.

(b)        To indemnify any person for any loss or damage incurred as a result of having on behalf of the unincorporated association become liable to pay any amount by way of damages or otherwise.

(c)         To subscribe to, become a member of and co-operate with any other association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Association provided that the Association shall not subscribe to or support with its funds any club, association or organisation which does not prohibit the distribution of its income and property among its members to an extent as great as that imposed on the Association under or by virtue of the Rules.

(d)        To buy, sell and deal in all kinds or articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Associations’s premises.

(e)         To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Association: Provided that in case the Association shall take or hold property which may be subject to any trusts the Association shall only deal with the same in such manner as is allowed by law having regard to such trusts.

(f)          To enter into any arrangements with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association; to obtain from any such Government or Authority any rights, privileges and concessions which the Associations may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights privileges and concessions.

(g)         To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen arid other persons as may be necessary or convenient for the purposes of the Association.

(h)         To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works, or conveniences which may seem calculated directly or indirectly to advance the Association’s interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof.

(i)           To invest and deal with the money of the Association not immediately required in such manner as may from time to time be thought fit.

(j)           To take, or otherwise acquire, and hold shares, debentures or other securities of any company or body corporate.

(k)         To lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts of obligations by any person of body corporate, and otherwise to assist any person or body corporate.

(l)           To borrow or raise money either alone or jointly with any other person or legal entity in such manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed or to be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the incorporated association’s property or assets present or future and to purchase, redeem or pay-off any such securities.

(m)      To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.

(n)         To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association.

(o)        To take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Association’s property of whatsoever kind sold by the Association, or any money due to the Association from purchasers and others.

(p)        To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Associations subject always to the proviso in paragraph (e).

(q)        To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise.

(r)          To print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects.

(s)         To amalgamate with any one or more incorporated associations having objects altogether or in part similar to those of the Association and shall prohibit the distribution of its or their income and property among its or their members to an extent as great as that imposed on the Association under or by virtue of the Rules.

(t)           To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated associations with which the Association is authorised to amalgamate.

(u)         To transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the incorporated associations with which the Association is authorised to amalgamate.

(v)         To do all such things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.


 

Rules of the Association

1.         Name

(1)         The name of the incorporated association is Melbourne DB2 Users Group Incorporated (in these rules called “the Association”).

2.         Interpretation

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

"Authorised Representative" means a person nominated by an Installation member or a Vendor member to be its Authorised Representative pursuant to Rule.

"Board" means the Board of Management of the Association.

"DB2" means the Relational Database Management software owned by IBM.

"DB2 Family" means a group of Relational Database Management products owned by IBM.

"Financial year" means the year ending on 31st December.

"General Meeting" means a general meeting of members convened in accordance with Rule 11.

"IBM" means International Business Machines.

"Individual" means a natural person who has a legitimate interest in the objectives of the Association.

"Installation" means a corporation or government organisation which is a licensee of any of the DB2 Family of products.

"Member" means a member of the Association.

"Ordinary Member of the Board" means a member of the Board who is not an officer of the Association under Rule 21.

"Person" includes Individuals, Installations, and Vendors.

"The Act" means the Associations Incorporation Act 1981.

"The Regulations" means regulations under the Act.

"Vendor" means those corporations that supply DB2 Family related software, services or tools.

(2)         In these Rules, a reference to the secretary of an Association is a reference:-

(a)         where a person holds office under these Rules as secretary of the Association - to that person; and

(b)        in any other case, to the public officer of the Association.

(3)         Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.

3.         Application For Membership

(1)         The Association shall consist of the following classes of members:-

(a)         Installations,

(b)        Vendors, and

(c)        Individuals

(2)         A person who has applied and is approved for membership as provided in these rules is eligible to be a member of the Association on payment of the entrance fee and annual membership fee payable under these rules.

(3)         A Person who is not a member of the Association at the time of the incorporation of the Association (or who was such a member at that time but has ceased to be a member) shall not be admitted to membership:-

(a)         unless he applies as provided in sub-clause 3.(4); and

(b)        his admission as a member is approved by the Board.

(4)         An application for membership of the Association :-

(a)         shall be made in writing in the form set out in Appendix 1;

(b)        shall in the case of an applicant for membership being an Installation or a Vendor nominate a person to be the Authorised Representative of that applicant who shall be able to exercise all the powers and rights of the member on behalf of the member; and

(c)        shall be lodged with the membership secretary of the Association.

(5)         As soon as is practicable after the receipt of an application, the membership secretary shall refer the application to the Board.

(6)         Upon an application being referred to the Board, the Board shall determine whether to approve or to reject the application.

(7)         Upon an application being approved by the Board, the membership secretary shall, with as little delay as possible, notify the applicant in writing that he is approved for membership of the association and request payment within the period of 28 days after receipt of the notification of the sum payment under these rules as the entrance fee and the first year’s annual membership fee.

(8)         The membership secretary shall, upon payment of the amounts referred to in sub-clause 3.(7) within the period referred to in that sub-clause, enter the applicant’s name in the register of members kept by him and, a upon the name being so entered, the applicant becomes a member of the association.

(9)         A right, privilege, or obligation of a person by reason of his membership of the association :-

(a)         is not capable of being transferred or transmitted to another person;

(b)        terminated upon the cessation of his membership whether by death or resignation, expulsion from the Association or in the case an Installation or Vendor has a liquidator appointed or ceases to exist substantially in the same form as that in which it existed at the time of becoming a member.

4.         Entrance Fee and Annual Membership fee

(1)         The entrance fee shall be determined by the Board.

(2)         The annual membership fee shall be determined by the Board and falls due on the first day of January in each year.

5.         Register of Members

(1)         The Membership Secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member and the register shall be available for inspection by members at the address of the Membership Secretary.

6.         Resignation of a Member

(1)         A member of the Association who has paid all moneys due and payable by him to the Association may resign from the Association by first giving one months notice in writing to the membership secretary of his intention to resign and upon the expiration of that period of notice the member shall cease to be a member.

(2)         Upon the expiration of a notice given under sub-clause 6.(1), the membership secretary shall make in the register of members an entry recording the date on which the member by whom the notice was given, ceased to be a member.

7.         Expulsion of a Member

(1)         Subject to these rules, the Board may by resolution:-

(a)         expel a member from the Association;

(b)        suspend a member from membership of the Association for specified period; or

(c)        fine a member in accordance with The Regulation[1], if the committee is to the opinion that the member:-

(i)           has refused or neglected to comply with these rules; or

(ii)         has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.

(2)         A resolution of the Board under sub-clause 7.(1):-

(a)         does not take effect unless the Board, at a meeting held not earlier than 14 and nor later than 28 days after the service on the member of a notice under sub-clause 7.(3) confirms the resolution in accordance with this clause; and

(b)        where the member exercises a right of appeal to the Association under this clause does not take effect unless the Association confirms the resolution in accordance with this clause.

(3)         Where the Board passes a resolution under sub-clause 7.(1), the secretary shall, as soon as practicable, cause to be served on the member a notice in writing:-

(a)         setting out the resolution of the Board and the grounds on which it is based;

(b)        stating that the member may address the Board at a meeting to be held not earlier than 14 and not later than 28 days after service of the notice;

(c)        stating the date, place and time of that meeting;

(d)        informing the member that he may do one or more of the following:-

(i)           Attend that meeting;

(ii)         Give the Board before the date of that meeting a written statement seeking the revocation of the resolution;

(iii)       Not later than 24 hours before the date of the meeting, lodge with the secretary a notice to the effect that he wishes to appeal to the Association in a general meeting against the resolution.

(4)         At a       meeting of the Board held in accordance with sub-clause 7.(2), the Board:-

(a)         shall give to the member an opportunity to be heard;

(b)        shall by resolution determine whether to confirm or to revoke the resolution.

(5)         Where the secretary receives a notice under sub-clause 7.(3), he shall notify the Board and the Board shall convene a general meeting of the Association to be held within 21 days after the date on which the secretary received the notice.

(6)         At a general meeting of the Association convened under sub-clause 7.(5):-

(a)         no business other than the question of the appeal shall be transacted;

(b)        the Board may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;

(c)        the member shall be given an opportunity to be heard; and

(d)        the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.

(7)         If at the general meeting:-

(a)         two-thirds of the members vote in person or by proxy in favour of the confirmation of the resolution, the resolution is confirmed;

(b)        in any other case, the resolution is revoked.

8.         Annual General Meeting

(1)         The Association shall in each calendar year convene an annual meeting of its members[2].

(2)         The annual general meeting shall be held on such days as the Board determine.

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

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

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

(b)        to receive from the Board reports upon the transactions of the Association during the last preceding financial year;

(c)        to elect officers of the Association and the ordinary members of the Board; and

(d)        to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.

(5)         The annual general meeting may transact special business of which notice is given in accordance with these rules.

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

9.         Special General Meeting - Definition:

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

10.   Special General Meetings:

(1)         The Board may, whenever it thinks fit, convene a special general meeting of the Association and, where, but for this sub-clause, more than 15 months would lapse between annual general meetings, shall convene a special general meeting before the expiration of the period.

(2)         The Board shall, on the requisition in writing of members representing not less than 5% of the total number of members, convene a special general meeting of the Association.

(3)         The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.

(4)         If the Board does not cause a special general meeting to be held within one month after the date on which the requisition is sent to the address to the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than 3 months after that date.

(5)         A special general meeting convened by members in presence of these rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Board and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.

11.   Notice of Meeting

(1)         The Secretary of the Association shall, at least 14 days before the date fixed for holding a general meeting of the Association, cause to be sent to each member of the Association at his address appearing in the register of members, a notice by pre-paid post stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(2)         No business other than that set out in the notice convening the meeting shall be transacted at the meeting.

(3)         A member desiring to bring any business before a meeting may give notice of that business in writing to the secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice.

12.   Proceedings at Meetings - Business and Quorum

(1)         All business that is transacted at a special general meeting and all business that is transacted at the annual general meeting with the exception of the specially referred to in these rules as being the ordinary business of the annual general meeting shall be deemed to be special business.

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

(3)         5 members personally present (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.

(4)         If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time if 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 the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall be a quorum.

13.   Proceedings at Meetings - Chairman

(1)         The President, or in his absence, the Secretary, shall preside as Chairman at each general meeting of the Association.

(2)         If the President and the Secretary are absent from a general meeting, the members present shall elect one of their number to preside as Chairman at the meeting.

14.   Proceedings at Meetings - Adjournment

(1)         The Chairman 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.

(2)         Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.

(3)         Except as provided in sub-clause 14.(1) and 14.(2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

15.   Proceedings at Meetings - Show of Hands

(1)         A question arising at a general meeting of the Association shall 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 Chairman that a resolution has, on a show of hand, 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.

16.   Proceedings at Meetings - Voting Rights

(1)         Upon any question arising at a general meeting of the Association, a member has one vote only and where such a member is an Installation or a Vendor, this voting entitlement is held by the Authorised Representative.

(2)         All votes shall be given personally or by proxy.

(3)         In the case of an equality of voting on a question, the Chairman of the meeting is entitled to exercise a second or casting vote.

17.   Proceedings at Meetings - Demand for Poll

(1)         If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

(2)         A poll that is demanded on the election of a Chairman or on a question of an 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 Chairman may direct.

18.   Proceedings at Meetings - Financial Member

(1)         A member is not entitled to vote at any general meeting unless all moneys due and payable by him to the Association have been paid, other than the amount of the annual membership fee payable in respect of the current financial year.

19.   Proceedings at Meetings - Appointment of Proxy

(1)         Each member shall be entitled to appoint another member as his 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.

(2)         The notice appointing the proxy shall be in the form set out in Appendix 2.

20.   Board of Management. - Roles and Responsibilities

(1)         The affairs of the Association shall be managed by a Board of Management constituted as provided in Rule 22.

(2)         The Board:-

(a)         shall control and manage the business and affairs of the Association;

(b)        may, subject to these rules, the regulations and The Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these rules to be exercised by general meetings of the Association; and

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

21.   Board of Management - Officers

(1)         The officers of the Association shall be :-

(a)         a President;

(b)        a Secretary;

(c)        a Membership Secretary; and

(d)        a Treasurer.

(2)         The provisions of Rule 23 so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause 21.(1).

(3)         Each officer of the Association shall hold office until the annual general meeting next after the date of his election but is eligible for re-election.

(4)         In the event of a casual vacancy on any office referred to in sub-clause 21.(1), the Board may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of his appointment.

22.   Board of Management - Ordinary Members

(1)         Subject to section 23 of the Act, the Board shall consist of :-

(a)         the officers of the Association; and

(b)        2 ordinary members

each of whom shall be elected at the annual meeting of the Association in each year; and

(c)        an employee of IBM nominated as its Authorised Representative and approved by each elected Board.

(2)         Each ordinary member of the Board shall, subject to these rules, hold office until the annual general meeting next after the date of his election but is eligible for re-election.

(3)         In the event of a casual vacancy occurring in the office of an ordinary member of the Board, 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, until the conclusion of the annual general meeting next following the date of this appointment.

(4)         The IBM Authorised Representative member of the Board shall, subject to these rules, hold office until IBM nominates a replacement Authorised Representative or the Board requests IBM to nominate a replacement Authorised Representative.

(5)         A replacement Authorised Representative of IBM shall be approved by the Board before taking office.

23.   Election of Board Members

(1)         Nominations of candidates for election as officers of the Association or as ordinary members of the Board:

(a)         shall be made in writing, signed by 2 members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

(b)        shall be delivered to the secretary of the Association not less than 7 days before the date fixed for the holding of the annual general meeting.

(2)         If insufficient nominations are received to fill all vacancies on the Board, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.

(3)         If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

(4)         If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.

(5)         The ballot for the election of officers and ordinary members of the Board shall be conducted at the annual general meeting in such usual and proper manner as the Board may direct.

(6)         A nomination of a candidate for the election to an office under this clause is not valid if that candidate has been nominated for another office for election at the same election.

24.   Election of Board Members - Vacancy

(1)         For the purposes of these rules, the office of an officer of the Association or of an ordinary member of the Board becomes vacant if the officer or member:-

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

(b)        becomes an insolvent under administration within the meaning of the Companies (Victoria) Code;

(c)        resigns his office by notice in writing given to the secretary;

(d)        is absent without the consent of the Board from all Board meetings held during a period of 6 months; or

(e)         in the case of a Board member being an Authorised Representative, the Installation or Vendor he is the Authorised Representative of becomes an insolvent under administration within the meaning of the Companies (Victoria) Code.

25.   Proceedings of Board

(1)         The Board shall meet at least 3 times in each year at such place and such times as the Board may determine.

(2)         Special meetings of the Board may be convened by the President or by any 4 of the members of the Board.

(3)         Notice shall be given to members of the Board of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting, except business which the Board members present at the meeting unanimously agree to treat as urgent business.

(4)         Any 4 members of the Board constitute a quorum for the transaction of the business of a meeting of the Board.

(5)         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 at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

(6)         At meeting of the Board :-

(a)         the President or in his absence the Secretary shall preside; or

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

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

(8)         Each member present at a meeting of the Board or of any sub-committee appointed by the Board (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.

(9)         Written notice of each committee meeting shall be served on each member of the Board by delivering it to him at a reasonable time before the meeting or by sending it by pre-paid post addressed to him at his usual or last known place of abode at least 2 business days before the date of the meeting.

(10)    Subject to sub-clause 25.(4) the Board may act notwithstanding any vacancy on the Board.

26.   Secretaries

(1)         The secretary of the Association shall keep minutes of the resolutions and proceedings of each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present at Board meetings.

(2)         The membership secretary of the Association shall manage all functions pertaining to membership as defined by Rules 3, 5, and 6.

27.   Treasurer

(1)         The        Treasurer of the Association :-

(a)         shall collect and receive moneys due to the Association and make all payments authorised by the Association; and

(b)        shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.

(2)         The accounts and books referred to in sub-clause 27.(1) shall be available for inspection by members.

28.   Removal of Member of Board

(1)         The Association in general meeting may by resolution remove any member of the Board before the expiration of his term of office and appoint another member in his stead to hold office until the expiration of the term of the first-mentioned member.

(2)         Where the member to whom a proposed resolution referred to in sub-clause 28.(1) makes representations in writing to the secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the secretary or the President may send a copy of the representations to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.

29.   Cheques

(1)         All cheques, drafts, bills of exchange, promissory notes and other negotiable instrument shall be signed by 2 members of the Board, or employees of the Association, being members or employees authorised to do so by the Board.

30.   Seal

(1)         The Common Seal of the Association shall be kept on the custody of the secretary.

(2)         The Common Seal shall not be affixed to any instrument except by the authority of the Board and the affixing of the Common Seal shall be attested by the signatures either of 2 members of the Board or of 1 member of the Board and of the Public Officer of the Association.

31.   Alteration of Rules and Statement of Purposes

(1)         These rules and the statement of purposes of the Association shall not be altered except in accordance with the Act[3].

32.   Notices

(1)         A notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member at his address shown in the Register of Members.

(2)         Where a document is properly addressed pre-paid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.

33.   Winding Up or Cancellation

(1)         The income and property of the Association shall be used and applied solely in promotion of its purposes and the exercise of its powers as set out herein and no proportion thereof shall be distributed paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the members of the Association provided that nothing herein contained shall prevent the payment in good faith of interest to any such members in respect of moneys advanced by him to the Association or otherwise owing by the Association to him or of remuneration to any officers or servants of the Association or to any members of the Association or other person in return for any services actually rendered to the Association provided further that nothing herein contained shall be construed so as to prevent the payment or repayment to any member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Association or reasonable and proper rent for premises demised or let to the Association or the provision of services to a member to which he would be entitled in accordance with the purposes if he were not a member.

(2)         If the Association shall be wound up in accordance with the provisions of the Associations Incorporation Act 1981, and there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the members of the Association but shall be given or transferred to some other institution or institutions having purposes similar to the purposes of the Association, and which prohibits the distribution of its other income and property amongst its or their members to an extent at least as great as is imposed on the Association under or by virtue of this rule and which is a fund authority or institution approved by the Commissioner of Taxation as a fund authority or institution referred to in paragraph 78(l)(a) of the Income Tax Assessment Act, 1936., such institution or institutions to be determined in accordance with a special resolution of the members of the Association or, in the absence of a special resolution of the members, by the Registrar.

34.   Custody of Records

(1)         Except as otherwise provided in these Rules, the secretary shall keep in his custody or under his control all books, documents and securities of the Association.

35.   Funds

(1)         The funds of the Association shall be derived from entrance fees, annual membership fees, donations and such other sources as the Board determines.


[1]     The regulations provide that the Committee of an incorporated association may impose a fine not exceeding $20.00 on a member who commits a breach of the rules of the incorporated association.

[2]     Section 30 of the Act provides that an incorporated association shall, at least once in each calendar year, convene a general meeting, to be called an annual general meeting.

[3]     Section 22 of the Act provides that an incorporated association may, by special resolution, alter its statement of purposes or its rules. Section 29 of the Act defines a special resolution.

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