BUDGERIGAR SOCIETY OF SOUTH AUSTRALIA INCORPORATED
CONSTITUTION
adopted by special resolution on 1 February 2022.
1. Name
The name of the incorporated association is The Budgerigar Society of South Australia (BSSA), referred to herein as ‘the Society’.
2. Definitions
“Committee” means the committee of management of the Society.
“General meeting” means a general meeting of members of the Society convened in accordance with these rules.
“Member” means a member of the Society.
“Month” shall mean a calendar month.
“Special Resolution” means a special resolution defined in the Act.
“The Act” means the Associations Incorporation Act 1985.
“The Regulations” means Associations Incorporation Regulations 2008.
3. Objects of the Society
a) To promote, encourage and stimulate the breeding and exhibition of budgerigars.
b) To promote the improvement of existing varieties and the establishment of new ones.
c) Endeavour to promote feelings of good fellowship and sportsmanship among its own members and all other persons interested in the budgerigar.
d) To serve the interests of the members of the Society in all matters pertaining to the budgerigar fancy in South Australia.
e) To co-operate with other clubs or societies to the benefit of the Society or to the budgerigar fancy.
4. Powers of the association
The Society shall have all the powers conferred by section 25 of the Act to further the objects of the Society.
5.1. Membership
a) Membership of the Society shall be open to all interested persons.
b) No person desiring to join the Society shall be admitted to membership unless proposed and seconded by two financial members of the Society, and accepted by the Committee, at the first Committee Meeting following the date of application.
5.2. Subscriptions
a) The subscription fees for membership shall be such sum (if any) as the members shall determine from time to time in the annual general meeting.
b) The subscription fees shall be payable annually on 1 January or at a time that the committee determines.
c) Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Society, provided that the committee may reinstate such a person’s membership on such terms as it thinks fit.
5.3. Resignations
A member may resign from membership of the Society by giving written notice to the secretary or public officer of the Society. Any resigning member shall be liable for any outstanding subscriptions which may be recovered as a debt due to the Society.
5.4. Register of members
A register of members must be kept and contain:
a) the name and address of each member
b) the email address of each member
c) the phone number of each member
d) the date on which each member was admitted to, or resigned from, the Society.
e) the date of and reason(s) for termination of membership (if applicable)
5.5. Expulsion of a member
a) Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Society.
b) Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.
c) The determination of the committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 5.5d below), cease to be a member 14 days after the committee has communicated its determination to the member.
d) It shall be open to a member to appeal the expulsion to the Society at a general meeting. The intention to appeal shall be communicated to the secretary or public officer of the Society within 14 days after the determination of the committee has been communicated to the member.
e) In the event of an appeal under 5.5d above, the appellant’s membership of the Society shall not be terminated unless the determination of the committee to expel the member is upheld by the members of the Society at a general meeting after the appellant has been heard by the members of the Society, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.
6.1. The Committee – Powers and duties
a) The affairs of the Society shall be managed and controlled by a committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the Society, and are not by the Act or by these rules required to be done by the Society at a general meeting.
b) The committee has the management and control of the funds and other property of the Society.
c) The committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the Society on which these rules are silent.
d) The committee shall appoint a public officer as required by the Act.
e) Notice of appointment and any change in the identity or address of the public officer must be lodged within one month after the change (with CBS).
6.2. The Committee – Appointment
a) The Committee of the Society shall consist of a maximum of fourteen (14) members.
b) A committee member shall be a natural person.
c) The positions on the Committee shall be as follows: President, Vice President, Secretary, Treasurer, Ring Steward, Trading Officer, Show Manager, Social Committee Representative, Publicity Officer, Web Master and four (4) Committee Members.
d) Members of the Executive Committee shall be elected at an Annual General Meeting for a two year term, half shall retire on alternate years as follows:
Odd years: President, Treasurer, Trading Officer, Show Manager, Web Master and two (2) Committee Members.
Even years: Vice President, Secretary, Ring Steward, Social Committee
Representative, Publicity Officer and two (2) Committee Members.
e) Where a vacancy occurs at an Annual General Meeting due to the retirement of a Committee member during his or her first year, the incoming Committee member shall be elected for one year only.
f) Members wishing to nominate for the Executive Committee, should do so in writing to the Secretary not less than fourteen (14) days before the Annual General Meeting.
g) Retiring Committee members shall be eligible for re-election.
h) In the event of any Committee member losing his or her position for any reason or on his or her resignation, it is his or her duty to hand over all papers, books and any other property of the Society to the Officer filling the vacancy or to the President.
6.3. Proceedings of committee.
a) The committee shall meet together for the dispatch of business at least monthly.
b) Questions arising at any meeting of the committee shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.
c) A quorum for a meeting of the committee shall be one half of the members of the committee.
d) A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract with the Society must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the Society.
6.4. Disqualification of committee members.
The office of a committee member shall become vacant if a committee member is:
- disqualified from being a committee member by the Act
- expelled as a member under these rules
- permanently incapacitated by ill health
- absent without apology from more than four meetings in a financial year
·no longer the duly appointed representative of a corporate member.
7. The Seal
The Society shall have a common seal upon which its corporate name shall appear in legible characters. The seal shall not be used without the express authorisation of the committee, and every use of the seal shall be recorded in the minute book of the Society. The affixing of the seal shall be witnessed by the President and the Secretary.
8.1 Annual General Meetings
a) The Annual General Meeting shall be held in conjunction with the first general meeting of the calendar year.
b) The order of the business at the meeting shall be:
- the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting.
- the consideration of the accounts and reports of the committee and the auditor’s report.
- the election of committee members.
- the appointment of auditors.
- any other business requiring consideration by the Society in a general meeting.
8.2 Special General Meeting
a) A Special General Meeting may be called by the Executive Committee at any time, or by the requisition of fifteen (15) or more financial members, the object for which the meeting is called is to be stated in writing to the Secretary.
b) Every requisition for a special general meeting shall be signed by the relevant members.
c) The members of the Society shall be informed in writing of the object for which the meeting is called at least fourteen (14) days before such Special General Meeting is scheduled to be held.
d) If a special general meeting is not convened within one month, as required by 8.2c above, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee, and for this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Society.
e) A notice may be given by the Society to any member by serving the member with the notice personally, or by sending it by email or post to the address appearing in the register of members. (See rule 5.4).
f) Where a notice is sent by post:
- the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice, and
- unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.
8.3 Notice of General Meetings
An Ordinary General Meeting shall generally be held monthly, and shall be solely for the purpose of discussing matters of interest to the Society and making recommendations to the Executive Committee. The monthly meeting may be adjusted to cater for hall availability and Interclub events.
8.4 Proceedings at General Meetings
a) Fifteen (15) percent of financial members shall form a quorum at any Annual General Meeting, Ordinary General Meeting, or Special General Meeting.
b) If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.
c) Subject to 8.4d, the chairperson shall preside as chairperson at a general meeting of the Society.
d) If the chairperson is not present within 30 minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a committee member or one of their own number to be the chairperson of that meeting.
8.5 Voting at General Meetings
a) Voting at the Annual General Meeting shall be by ballot.
b) Voting at Executive Committee meetings shall be by ballot or a show of hands.
c) Subject to these rules, every member of the Society has only one vote at a meeting of the Society.
d) Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person at that meeting.
e) Unless a poll is demanded by at least five members, a question for decision at a general meeting must be determined by a show of hands.
f) A member being a body corporate shall be entitled to appoint one person, who shall not be a member of the Society, to represent it at a particular general meeting or at all general meetings of the Society. That person shall be appointed by the corporate member by a resolution of its board, which may be authenticated under its seal. Such a person shall be deemed to be a member of the Society for all purposes until the authority to represent the corporate member is revoked.
8.6 Poll at General Meetings
a) If a poll is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
b) A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.
8.7 Special and Ordinary Resolutions
a) A special resolution as defined in the Act.
b) An ordinary resolution is a resolution passed by a simple majority at a general meeting.
9. Minutes
a) Proper minutes of all proceedings of general meetings of the Society and of meetings of the committee, shall be entered within one month after the relevant meeting in minute books kept for the purpose.
b) The minutes kept pursuant to this rule must be confirmed by the members of the Society or the members of the committee (as relevant) at a subsequent meeting.
c) The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.
d) Where minutes are entered and signed, they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.
10. Dispute Resolution
a) The dispute resolution procedure set out in this rule applies to disputes under these Rules between;
- a member and another member
- a member and the Society
b) The parties to the dispute must meet and discuss the matter in dispute and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties
c) If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties.
11.1 Financial Year
The Financial Year shall commence on the 1st of January and conclude on the 31st of December in the same year.
11.2 Accounts to be kept
The Society shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Society in accordance with the Act.
11.3 Appointment of Auditor
a) At each annual general meeting, the members shall appoint a person to be auditor of the Society. Refer to sections 35(2)(b) and 35(4) of the Act for qualifications of auditor.
b) The auditor shall hold office until the next annual general meeting and is eligible for re-appointment.
c) If an appointment is not made at an annual general meeting, the committee shall appoint an auditor for the current financial year.
12. Prohibition against securing profits for members
The income and capital of the Society shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Society.
13. Rules
a) These rules may be altered (including an alteration to the Society’s name) by special resolution of the members of the Society. This includes recission or replacement by substitute rules.
b) The alteration shall be registered with Consumer and Business Services which administers the Corporate Affairs Commission, as required by the Act.
c) The registered rules shall bind the Society and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.
14. Winding Up
a) ln the event that a two thirds (2/3) majority of financial members vote in favor of winding up the Society at an Annual General Meeting or a Special General Meeting convened for that purpose in accordance with rule 12 (c), the retiring Executive Committee shall be responsible for the establishment of a trust for disposing of the Society’s net assets.
b) If upon the winding-up of dissolution of the Society there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among members of the Society, but shall be distributed to other body or bodies having similar objects or to such charitable body or bodies, and which prohibit the distribution of income and property to members.
c) Such organisation or organisations shall be identified and determined by a resolution of members at a general meeting.
CONSTITUTION
adopted by special resolution on 1 February 2022.
1. Name
The name of the incorporated association is The Budgerigar Society of South Australia (BSSA), referred to herein as ‘the Society’.
2. Definitions
“Committee” means the committee of management of the Society.
“General meeting” means a general meeting of members of the Society convened in accordance with these rules.
“Member” means a member of the Society.
“Month” shall mean a calendar month.
“Special Resolution” means a special resolution defined in the Act.
“The Act” means the Associations Incorporation Act 1985.
“The Regulations” means Associations Incorporation Regulations 2008.
3. Objects of the Society
a) To promote, encourage and stimulate the breeding and exhibition of budgerigars.
b) To promote the improvement of existing varieties and the establishment of new ones.
c) Endeavour to promote feelings of good fellowship and sportsmanship among its own members and all other persons interested in the budgerigar.
d) To serve the interests of the members of the Society in all matters pertaining to the budgerigar fancy in South Australia.
e) To co-operate with other clubs or societies to the benefit of the Society or to the budgerigar fancy.
4. Powers of the association
The Society shall have all the powers conferred by section 25 of the Act to further the objects of the Society.
5.1. Membership
a) Membership of the Society shall be open to all interested persons.
b) No person desiring to join the Society shall be admitted to membership unless proposed and seconded by two financial members of the Society, and accepted by the Committee, at the first Committee Meeting following the date of application.
5.2. Subscriptions
a) The subscription fees for membership shall be such sum (if any) as the members shall determine from time to time in the annual general meeting.
b) The subscription fees shall be payable annually on 1 January or at a time that the committee determines.
c) Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Society, provided that the committee may reinstate such a person’s membership on such terms as it thinks fit.
5.3. Resignations
A member may resign from membership of the Society by giving written notice to the secretary or public officer of the Society. Any resigning member shall be liable for any outstanding subscriptions which may be recovered as a debt due to the Society.
5.4. Register of members
A register of members must be kept and contain:
a) the name and address of each member
b) the email address of each member
c) the phone number of each member
d) the date on which each member was admitted to, or resigned from, the Society.
e) the date of and reason(s) for termination of membership (if applicable)
5.5. Expulsion of a member
a) Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Society.
b) Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.
c) The determination of the committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 5.5d below), cease to be a member 14 days after the committee has communicated its determination to the member.
d) It shall be open to a member to appeal the expulsion to the Society at a general meeting. The intention to appeal shall be communicated to the secretary or public officer of the Society within 14 days after the determination of the committee has been communicated to the member.
e) In the event of an appeal under 5.5d above, the appellant’s membership of the Society shall not be terminated unless the determination of the committee to expel the member is upheld by the members of the Society at a general meeting after the appellant has been heard by the members of the Society, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.
6.1. The Committee – Powers and duties
a) The affairs of the Society shall be managed and controlled by a committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the Society, and are not by the Act or by these rules required to be done by the Society at a general meeting.
b) The committee has the management and control of the funds and other property of the Society.
c) The committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the Society on which these rules are silent.
d) The committee shall appoint a public officer as required by the Act.
e) Notice of appointment and any change in the identity or address of the public officer must be lodged within one month after the change (with CBS).
6.2. The Committee – Appointment
a) The Committee of the Society shall consist of a maximum of fourteen (14) members.
b) A committee member shall be a natural person.
c) The positions on the Committee shall be as follows: President, Vice President, Secretary, Treasurer, Ring Steward, Trading Officer, Show Manager, Social Committee Representative, Publicity Officer, Web Master and four (4) Committee Members.
d) Members of the Executive Committee shall be elected at an Annual General Meeting for a two year term, half shall retire on alternate years as follows:
Odd years: President, Treasurer, Trading Officer, Show Manager, Web Master and two (2) Committee Members.
Even years: Vice President, Secretary, Ring Steward, Social Committee
Representative, Publicity Officer and two (2) Committee Members.
e) Where a vacancy occurs at an Annual General Meeting due to the retirement of a Committee member during his or her first year, the incoming Committee member shall be elected for one year only.
f) Members wishing to nominate for the Executive Committee, should do so in writing to the Secretary not less than fourteen (14) days before the Annual General Meeting.
g) Retiring Committee members shall be eligible for re-election.
h) In the event of any Committee member losing his or her position for any reason or on his or her resignation, it is his or her duty to hand over all papers, books and any other property of the Society to the Officer filling the vacancy or to the President.
6.3. Proceedings of committee.
a) The committee shall meet together for the dispatch of business at least monthly.
b) Questions arising at any meeting of the committee shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.
c) A quorum for a meeting of the committee shall be one half of the members of the committee.
d) A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract with the Society must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the Society.
6.4. Disqualification of committee members.
The office of a committee member shall become vacant if a committee member is:
- disqualified from being a committee member by the Act
- expelled as a member under these rules
- permanently incapacitated by ill health
- absent without apology from more than four meetings in a financial year
·no longer the duly appointed representative of a corporate member.
7. The Seal
The Society shall have a common seal upon which its corporate name shall appear in legible characters. The seal shall not be used without the express authorisation of the committee, and every use of the seal shall be recorded in the minute book of the Society. The affixing of the seal shall be witnessed by the President and the Secretary.
8.1 Annual General Meetings
a) The Annual General Meeting shall be held in conjunction with the first general meeting of the calendar year.
b) The order of the business at the meeting shall be:
- the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting.
- the consideration of the accounts and reports of the committee and the auditor’s report.
- the election of committee members.
- the appointment of auditors.
- any other business requiring consideration by the Society in a general meeting.
8.2 Special General Meeting
a) A Special General Meeting may be called by the Executive Committee at any time, or by the requisition of fifteen (15) or more financial members, the object for which the meeting is called is to be stated in writing to the Secretary.
b) Every requisition for a special general meeting shall be signed by the relevant members.
c) The members of the Society shall be informed in writing of the object for which the meeting is called at least fourteen (14) days before such Special General Meeting is scheduled to be held.
d) If a special general meeting is not convened within one month, as required by 8.2c above, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee, and for this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Society.
e) A notice may be given by the Society to any member by serving the member with the notice personally, or by sending it by email or post to the address appearing in the register of members. (See rule 5.4).
f) Where a notice is sent by post:
- the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice, and
- unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.
8.3 Notice of General Meetings
An Ordinary General Meeting shall generally be held monthly, and shall be solely for the purpose of discussing matters of interest to the Society and making recommendations to the Executive Committee. The monthly meeting may be adjusted to cater for hall availability and Interclub events.
8.4 Proceedings at General Meetings
a) Fifteen (15) percent of financial members shall form a quorum at any Annual General Meeting, Ordinary General Meeting, or Special General Meeting.
b) If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.
c) Subject to 8.4d, the chairperson shall preside as chairperson at a general meeting of the Society.
d) If the chairperson is not present within 30 minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a committee member or one of their own number to be the chairperson of that meeting.
8.5 Voting at General Meetings
a) Voting at the Annual General Meeting shall be by ballot.
b) Voting at Executive Committee meetings shall be by ballot or a show of hands.
c) Subject to these rules, every member of the Society has only one vote at a meeting of the Society.
d) Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person at that meeting.
e) Unless a poll is demanded by at least five members, a question for decision at a general meeting must be determined by a show of hands.
f) A member being a body corporate shall be entitled to appoint one person, who shall not be a member of the Society, to represent it at a particular general meeting or at all general meetings of the Society. That person shall be appointed by the corporate member by a resolution of its board, which may be authenticated under its seal. Such a person shall be deemed to be a member of the Society for all purposes until the authority to represent the corporate member is revoked.
8.6 Poll at General Meetings
a) If a poll is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
b) A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.
8.7 Special and Ordinary Resolutions
a) A special resolution as defined in the Act.
b) An ordinary resolution is a resolution passed by a simple majority at a general meeting.
9. Minutes
a) Proper minutes of all proceedings of general meetings of the Society and of meetings of the committee, shall be entered within one month after the relevant meeting in minute books kept for the purpose.
b) The minutes kept pursuant to this rule must be confirmed by the members of the Society or the members of the committee (as relevant) at a subsequent meeting.
c) The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.
d) Where minutes are entered and signed, they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.
10. Dispute Resolution
a) The dispute resolution procedure set out in this rule applies to disputes under these Rules between;
- a member and another member
- a member and the Society
b) The parties to the dispute must meet and discuss the matter in dispute and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties
c) If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties.
11.1 Financial Year
The Financial Year shall commence on the 1st of January and conclude on the 31st of December in the same year.
11.2 Accounts to be kept
The Society shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Society in accordance with the Act.
11.3 Appointment of Auditor
a) At each annual general meeting, the members shall appoint a person to be auditor of the Society. Refer to sections 35(2)(b) and 35(4) of the Act for qualifications of auditor.
b) The auditor shall hold office until the next annual general meeting and is eligible for re-appointment.
c) If an appointment is not made at an annual general meeting, the committee shall appoint an auditor for the current financial year.
12. Prohibition against securing profits for members
The income and capital of the Society shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Society.
13. Rules
a) These rules may be altered (including an alteration to the Society’s name) by special resolution of the members of the Society. This includes recission or replacement by substitute rules.
b) The alteration shall be registered with Consumer and Business Services which administers the Corporate Affairs Commission, as required by the Act.
c) The registered rules shall bind the Society and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.
14. Winding Up
a) ln the event that a two thirds (2/3) majority of financial members vote in favor of winding up the Society at an Annual General Meeting or a Special General Meeting convened for that purpose in accordance with rule 12 (c), the retiring Executive Committee shall be responsible for the establishment of a trust for disposing of the Society’s net assets.
b) If upon the winding-up of dissolution of the Society there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among members of the Society, but shall be distributed to other body or bodies having similar objects or to such charitable body or bodies, and which prohibit the distribution of income and property to members.
c) Such organisation or organisations shall be identified and determined by a resolution of members at a general meeting.