Membership Rules

ASSOCIATION RULES 

Incorporated under the Associations Incorporation Reform Act 2012 (Vic) (the Act) The Association  

1. The name of the Association is: Earthcare of St Kilda Inc (the Association)  2. The purposes of the Association are: 
2. to promote awareness of the City of Port Phillip’s environment, 
3. to encourage interest in environmental matters throughout the City of Port  Phillip by providing a network to promote co-operation and mutual assistance  between people with similar interests, 
4. to study all aspects of the flora and fauna of the City of Port Phillip region, past  and present, 
5. to develop and make available educational resources to facilitate community  understanding of the City of Port Phillip’s flora and fauna, 
6. to provide a consultative role to any organisation or individual whose activities  may directly or indirectly affect the flora and fauna of the City of Port Phillip region, 
7. to develop and maintain an inventory of the natural resources of the region, g. to carry out conservation work within the region, 
8. to conduct field trips to broaden the knowledge of group members, and 
9. to initiate and participate in conservation works with government bodies (the Purposes). 
10. The Association has power to do all things that help it to achieve these Purposes.  
11. The Association and its Committee may only exercise their powers and use the income and assets of the Association for the Purposes of the Association.  

Financial year  

5. The financial year of the Association starts on 1 July of each year.  Members  
6. Anyone who supports the Purposes of the Association can apply to join the Association as a member.  
7. The Committee can set or change joining fees and annual subscription fees for members. Changes to joining fees (if any) and annual subscription fees must be approved by members at a general meeting.  
8. A person can apply to join the Association by completing the application form and sending it to the Association and paying the joining fee (if any) and annual subscription fee. The membership year commences on 1 October. If a member  joins during the membership year, the full annual subscription fee is payable. If a  member joins after 1 April, their membership period will end on 30 September of the  following year.  

Earthcare of St Kilda Inc A0018256N Rules (July 2017) Page 1 of 7

9. The Committee can approve or reject an application to join the Association. If the Committee rejects an application, it is not required to give reasons for that decision, but it must return the joining fee (if any) and the annual subscription and write to the  person to tell them their application has been rejected.  
10. A person becomes a member when:
11. the Committee has approved their application to join the Association,  
12. the Association has received the person’s joining fee (if any) and annual subscription, and  
13. the Secretary has entered the person’s name, address and date they became a member on the members’ register.  
14. Members can choose to stop being a member of the Association at any time by writing to the Secretary. The Association will not refund any subscription fees already paid.  
15. Members must pay the annual subscription fee within one month of being asked. If a member does not pay in time, their membership will be suspended (when membership is suspended, a member cannot exercise their members’ rights such  as voting at the Annual General Meeting (AGM)).  
16. Members have rights and liabilities as set out in the Act and in these rules.  14. Each member’s liability is limited to the annual subscription fees.  Members’ access to documents  
17. A member may, subject to rules 17 to 19, inspect the rules of the Association, general meeting minutes, relevant documents (as defined in the Act) and the members register at a reasonable time.  
18. A member can write to the Secretary asking for copies of these documents (with the exception of the members register). The Secretary can charge a reasonable fee for providing copies.  
19. The Secretary can refuse a request to inspect or get copies of relevant documents, or provide only limited access, if the documents contain confidential, personal, employment, commercial or legal matters, or if granting the request would breach a  law or may cause damage or harm to the Association.  
20. Members cannot inspect or get copies of Committee meeting minutes or parts of the minutes, unless the Committee specifically allows it.  
21. Members can write to the Secretary to ask that the Secretary restrict access to their details on the members register if they have special circumstances. The Secretary will decide if there are special circumstances, and will write to the member outlining  their decision.  

The Committee  

Earthcare of St Kilda Inc A0018256N Rules (July 2017) Page 2 of 7

20. The Association is governed by a management committee (the Committee) that is made up of committee members (Committee Members).  
21. The Committee can exercise all powers and functions of the Association (consistently with these Rules and the Act), except for powers and functions that the members are required to exercise at a general meeting (under these Rules or the  Act).  
22. The Committee can delegate any of its powers and functions to a committee member, a sub-committee, a staff member or a member other than the power of delegation or a duty imposed by the Act. The delegation must be in writing and can  be revoked by the committee in writing.  
23. Committee Members are elected by members of the Association at the AGM by ballot.  
24. The Committee is made up of the following roles:  
25. The President  
26. The Vice President  
27. The Treasurer  
28. The Secretary  

 (these are the Offices)  

1. Up to 10 Ordinary Committee Members.  
2. At the first Committee meeting after each AGM, the Committee will elect Committee Members to each Office and will decide the responsibilities of each Office.  
3. The Secretary must be over 18 years of age, and live in Australia.  27. If the Secretary stops living in Australia, they cannot remain the Secretary.  
4. If the Secretary stops being the Secretary, the Committee must appoint a new Secretary within 14 days.  
5. Each Committee Member finishes their time on the Committee (term) at the next AGM after they were appointed, but they can be elected again.  
6. A member can nominate to be on the Committee by writing to the Secretary, and another member must support their nomination in writing. The supported nomination must be received at least one day before the AGM.  
7. If the number of members nominated to be Committee Members is equal to the number of Committee Members, the AGM Chair may declare the positions filled without holding a ballot.  
8. If the number of applicants for the Committee is less than the number of positions, other members of the Association can nominate themselves at the AGM. 
9. A Committee Member stops being on the Committee if they:

Earthcare of St Kilda Inc A0018256N Rules (July 2017) Page 3 of 7

1. resign, by writing to the Committee or the Secretary  
2. are removed by a special resolution of members of theAssociation  c. become insolvent (as the term is used in the Corporations Act 2001) 
3. become a represented person (under the Guardianship and Administration Act 1986), or 
4. die.  
5. If a Committee Member stops being on the Committee before the end of their term in accordance with rule 33, the Committee can temporarily appoint a member of the Association to fill the vacancy on the Committee until the next AGM.  
6. Among its other responsibilities, the Committee is responsible for making sure that: a. accurate minutes of general meetings and Committee meetings of the Association are made and kept, and 
7. all records, securities and relevant documents of the Association are kept properly.  

Committee Meetings  

36. The Secretary must give seven days’ notice of a Committee meeting to Committee Members unless the meeting is an urgent meeting. 
37. The Committee can decide how often it meets.  
38. Committee Members may attend meetings through technology (such as phone or video conferencing) so long as everyone can hear and be heard at the same time.  
39. The Chair of Committee Meetings is the President, or if the President cannot attend, the Vice President, and if the President and Vice President cannot attend, the Committee Members can choose who will be Chair for that meeting.  
40. If a vote of the Committee is tied, the Chair of the meeting has the deciding vote.  
41. The majority (more than half) of Committee Members must be present (either in person or through the use of technology) for the meeting to be validly held (the quorum).  

General Meetings  

42. The Association must hold an AGM within five months of the end of the Association’s financial year.  
43. The ordinary business of the AGM is to confirm the minutes of the previous AGM, receive reports and statements on the previous financial year, and elect Committee Members. The notice of AGM must include any special business or motions to be  considered.  
44. The Committee or a group of at least 10% of all members may call a Special General Meeting.

Earthcare of St Kilda Inc A0018256N Rules (July 2017) Page 4 of 7

45. At least 10% of the members (a quorum) must be present at a general meeting (either in person or through the use of technology, or by proxy) for the meeting to be held.  
46. Members may vote by proxy at general meetings.  
47. Proxy forms must be given to the Chair of the meeting before or at the commencement of the meeting. A form appointing a proxy sent by post or electronically is of no effect unless it is received by the Association no later than 24  hours before the commencement of the meeting. 
48. Notice of general meetings must be provided to members at least 21 days before the meeting in writing to each member’s postal or email address listed on the members register (in the case of email addresses, so long as the email address  was provided for receiving notices).  
49. Notices of general meetings must include proposed matters to be dealt with at that meeting.  
50. The Chair of a general meeting will be the President, or if the President is not in attendance, the Vice President, or if the President and Vice President are not in attendance, the members at the meeting can choose another Committee Member  to be Chair.  
51. Votes may be held by a show of hands or written ballot, or another method determined by the Chair that is fair and reasonable in the circumstances. If a vote is held initially by show of hands, any member may request a vote be held again by  written ballot.  
52. If a vote of the members is tied, the Chair of the meeting has the deciding vote.  
53. The Chair may adjourn the meeting if there are not enough members at the meeting (see rule 45) within 30 minutes of the meeting time, or if there is not enough time at a meeting to address all business. A new notice must be sent to members before  the adjourned meeting (but does not have to comply with time for notice  requirements, unless the adjourned meeting is more than 21 days after the original  meeting date).  

Grievance disputes  

54. If there is a dispute between a member and another member, a member and the Association, or a member and the Committee, the parties involved must first attempt to resolve the dispute between themselves for at least 14 days from the  date the dispute is known to all parties involved.  
55. If the dispute cannot be resolved between the people involved, the following grievance procedure must be followed:  
56. the party with a grievance must write to the Association and any other people affected, and explain what they are unhappy about  

Earthcare of St Kilda Inc A0018256N Rules (July 2017) Page 5 of 7

1. the Committee must appoint an unbiased mediator to hear from all the parties involved and try to find a solution. The Committee must give the  people involved reasonable notice of the time and place of the hearing  
2. at the hearing, each party must have an opportunity to be heard and agrees to do their best to resolve the dispute, and  
3. if the parties cannot resolve the dispute with the assistance of the mediator, then an unbiased decision-maker must determine the outcome of the  dispute.  

Disciplining members  

56. The Committee can discipline a member of the Association if it considers the member has breached these Rules or if the member’s behaviour is causing (or has caused) damage or harm to the Association.  
57. The Committee must write to the member to tell them why disciplinary action is proposed to be taken.  
58. The Committee must arrange a disciplinary procedure that meets these requirements:  
59. the outcome must be determined by a unbiased decision-maker  b. the member must have opportunity to be heard, and  
60. the disciplinary procedure must be completed as soon as reasonably practicable. 
61. The outcome of a disciplinary procedure can be that the member must leave the Association, for a period of time or indefinitely. The Association cannot fine a member. 

Funds  

60. The Association must not distribute funds, income or assets to members except as reasonable compensation for services provided or expenses incurred on behalf of the Association.  
61. The Association may derive or generate funds from joining and annual subscription fees, donations, grants, fundraising, interests, and any other sources approved by the Committee that are consistent with furthering the Association’s Purposes.  
62. Cheques, EFT transfers or cash payments made from the Association’s funds must be authorised by two members of the Committee.  
63. Financial records must be kept and stored for seven years, and in accordance with any other applicable laws.  
64. The Association does not have a common seal.  

Alteration of rules  

Earthcare of St Kilda Inc A0018256N Rules (July 2017) Page 6 of 7

65. These Rules may be changed, added to, or replaced by special resolution of the Association’s members at a general meeting.  

Winding Up  

66. The members may vote by special resolution at a general meeting to wind up the Association.  
67. If the Association is wound up, any surplus assets must not be distributed to the members or former members of the Association, and (subject to the Act and any Court order) must be distributed to another organisation or organisations, so long as  that other organisation or organisations are not carried on for the profit or gain of its  members.  

Earthcare of St Kilda Inc A0018256N Rules (July 2017) Page 7 of 7