Constitution

VICTORIAN AUTOCAD USERS GROUP INCORPORATED
(VICAUG INC.)

(Victoria Associations Incorporation Act 1981(as at 01 July 1998) Registered No. A 13467)

Postal Address: PO Box 4040 McKINNON VIC 3204

(retyped and re-printed on 30 July 2000)

(M.J.Ginnane)
Secretary and Public Officer.

CONSTITUTION AND MEMORANDUM

NAME

1. The name of the incorporated association is “VICAUG INC.” (in these rules called “the Group”).

2. (1) In these rules, unless the contrary intention appears:-
“Committee” means the Committee of Management of the Group.
“Financial year” means the year ending on 30 June.
“General Meeting” means a general meeting of members convened in accordance with Rule 11.
“Member” means a member of the Association.
“Ordinary Member of the Committee” means a member of the Committee who is not an officer of the Association under Rule 21.
“The Act” means the Associations Incorporation Act 1981.
“The Regulations” means under the Act.

(2) In these Rules, a reference to the secretary of the Group is a reference:-
(a) where a person holds office under these Rules as secretary of the Group – to the person;
and
(b) in any other case, to the public officer of the group.

APPLICATION FOR MEMBERSHIP

3. (1) A natural person who is nominated and 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 subscription payable under these rules.

(2) A person who is not a member of the Group at the time of the incorporation of the Group (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 is nominated as provided in sub-clause (3);
and
(b) his admission as member is approved by the Committee.

(3) A nomination of a person for membership of the Group:
(a) shall be made in writing in the form set out in Appendix 1;
and
(b) shall be lodged with the Secretary of the Group.

(4) As soon as practicable after the receipt of a nomination, the secretary shall refer the nomination to the Committee.

(5) Upon a nomination being referred to the Committee, the Committee shall determine whether to approve or to reject the nomination.

(6) Upon a nomination being approved by the Committee, the secretary shall, with as little delay as possible, notify the nominee in writing that he is approved for membership of the group and request payment within the period of 28 days after receipt of the notification of the sum payable under these rules as the entrance fee and first year’s annual subscription.

(7) The secretary shall, upon payment of the amounts referred to in sub-clause (6) within the period referred to in that sub-clause, enter the nominee’s name in the register of members kept by him and, upon the name being so entered, the nominee becomes a member of the Group.

(8) A right, privilege, or obligation of a person by reason of his membership of the group
(a) is not capable of being transferred or transmitted to another person;
and
(b) terminates upon the cessation of his membership, whether by death or resignation or otherwise.

ENTRANCE FEE AND ANNUAL SUBSCRIPTION

4. The entrance fee and annual subscription shall be fixed at the Annual General Meeting each year and shall be due and payable within one month thereafter.

REGISTER OF MEMBERS

5. The 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 secretary.

RESIGNATION AND EXPUI.SION OF MEMBER

6. (1) A member of the Group who has paid all monies due and payable by him to the Group, may resign from the Group by first giving one month’s notice in writing to the 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 notice given under sub-clause (1), the 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. (1) Subject to these rules, the Committee may, by resolution,
(a) expel a member from the Group;
(b) suspend a member from membership of the Group for a specified period; or
(c) fine a member in accordance with the Regulations, if the Committee is of 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 Group.

(2) A resolution of the Committee, under sub-clause (1);
(a) does not take effect, unless the Committee, at a meeting held not earlier than fourteen (14) and not later than twenty-eight (28) days after the service on the member of a notice under sub-clause (3) confirms the resolution in accordance with this clause; and
(b) where the member exercises a right to appeal to the Group under this clause, does not take effect unless the Group confirms the resolution in accordance with this clause.

(3) Where the Committee passes a resolution under sub-clause (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 Committee and the grounds on which it is based;
(b) stating that the member may address the Committee at a meeting to be held not earlier than fourteen (14) and not later than twenty-eight (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 to the Committee before the date of that meeting a written statement seeking the revocation of the resolution;
(iii) not later than twenty-four (24) hours before the date of the meeting, lodge with the secretary a notice to the effect that he wishes to appeal to the Group in general meeting against the resolution.

(4) At a meeting of the Committee held in accordance with sub-clause (2), the Committee
(a) shall give to the member an opportunity to be heard;
(b) shall give due consideration to any written statement submitted by the member; and
(c) shall, by resolution, determine whether to confirm or to revoke the resolution.

(5) Where the secretary receives a notice under sub-clause (3), he shall notify the Committee and the Committee shall convene a general meeting of the Group to be held with twenty-one (21) days after the date on which the secretary received the notice.

(6) At a general meeting of the Group convened under sub-clause (5):-
(a) no business other than the question of the appeal shall be transacted;
(b) the Committee 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
(c) 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; and
(b) in any other case, the resolution is revoked.

ANNUAL GENERAL MEETING

8. (1) The Association shall, in each calendar year, convene an annual general meeting of its members.

(2) The annual general meeting shall be held on 30 June each year or as soon as possible thereafter as the Committee determines.

(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 general meeting and of any general meeting held since that meeting;
(b) to receive from the Committee reports upon the transactions of the Group during the last preceding financial year;
(c) to elect officers of the Group and the ordinary members of the Committee, and
(d) to receive and consider the statement submitted by the group 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 the same year.

SPECIAL GENERAL MEETING

9. All general meetings other than the general meeting shall be called special general meetings.

10. (1) The Committee 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 that period.

(2) The Committee 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 Group.

(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 Committee 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 of the secretary, the members making the requisition, any of 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 pursuance of these rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expenses incurred in convening the meeting shall be refunded by the Group to the persons incurring the expenses.

NOTICE OF MEETING

11. (1) The secretary of the Group shall, at least 14 days before the date fixed for holding a general meeting of the Group cause to be sent to each member of the Group 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 meeting after the receipt of the secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice.

PROCEEDINGS AT MEETINGS

12. (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 that 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 is 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 Chairperson at the time of 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. (1) The President, or in his absence, the Vice-President, shall preside as Chairperson at each general meeting of the Group.

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

14. (1) The Chairperson 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-clauses (1) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

15. A question arising at a general meeting of the Group 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 Chairperson that a resolution has, on a show of hands, been carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute Book of the Group, is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

16. (1) Upon a question arising at a general meeting of the Group, a member has one vote only.

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

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

17. (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 Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

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

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

18. A member is not entitled to vote at any general meeting unless all monies due and payable by him to the Group have been paid, other than the amount of the annual subscription payable in respect of the current financial year.

19. (1) Each member shall be entitled to appoint another member as his proxy by notice 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.

COMMITTEE OF MANAGEMENT

20. (1) The affairs of the Group shall be managed by a Committee of Management constituted as provided in Rule 21.

(2) The Committee
(a) shall control and manage the business and affairs of the Group;
(b) may, subject to these rules, the regulations and the Act, exercise all such powers and functions as may be exercised by the Group other than those powers and functions that are required by these rules to be exercised by general meetings of the members of the Group; and
(c) subject to these rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Group.

21. (1) The officers of the Association shall be
(a) a President;
(b) a Vice-President;
(c) a Immediate Past President;
(d) a Secretary (Public Officer);
(e) 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 (1).

(3) Each officer of the Group 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 in any office referred to in sub-clause (1), the Committee 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. (1) Subject to section 23 of the Act, the Committee shall consist of
(a) the officers of the Group: and
(b) two ordinary members, each of whom shall be elected at the annual general meeting of the Group in each year.

(2) Each ordinary member of the Committee 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 Committee, the Committee may appoint a member of the Group 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 his appointment.

ELECTION OF OFFICERS AND VACANCY

23. (1) Nominations of candidates for election as officers of the Group or as ordinary members of the Committee
(a) shall be made in writing, signed by two members of the Group 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 Group not less than seven 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 Committee, 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 Committee shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.

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

24. For the purposes of these rules, the office of an officer of the Group or of an ordinary member of the Committee becomes vacant if the officer or member
(a) ceases to be a member of the Group;
(b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code; or
(c) resigns his office by notice in writing given to the secretary.

PROCEEDINGS OF COMMITTEE

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

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

(3) Notice shall be given to members of the Committee 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.

(4) Any four members of the Committee constitute a quorum for the transaction of the business of a meeting of the committee.

(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 Committee
(a) the President, or in his absence, the Vice-President shall preside, or
(b) if the President and the Vice-President are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside.
(7) Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine.
(8) Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote, 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 Committee by delivering it to him at 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 two business days before the date of the meeting.
(10) Subject to sub-clause (4) the Committee may act notwithstanding any vacancy on the Committee.

SECRETARY

26. The secretary of the Group 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 committee meetings.

TREASURER
27. (1) The Treasurer of the Group
(a) shall collect and receive all monies due to the Group and make all payments authorised by the Group; and
(b) shall keep correct accounts and books showing the financial affairs of the Group with full details of all receipts and expenditure connected with the activities of the Group.

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

EDITOR/s

27A. The Editor/s of the Group:
(a) Shall edit and publish the notes of Meetings, Newsletter and other material as directed by the Committee;
(b) Shall be paid a remuneration as determined from time to time by General Meeting of the Group;
(c) Shall attend Committee Meetings as a non-Committee Member.

REMOVAL OF MEMBER OF COMMITTEE

28. (1) The Group in general meeting may by resolution remove any member of the Committee and/or Editor/s 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 (1) makes representations in writing to the secretary or President of the Group (not exceeding a reasonable length) and requests that they be notified to the members of the Group, the secretary or the President may send a copy of the representations to each member of the Group or, if they are not so sent, the member may require that they be read out at the meeting:

CHEQUES

29. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two of the following:
(a) The President;
(b) The Secretary, or
(c) The Treasurer.

SEAL

30. (1) The Common Seal of the Group shall be kept in the custody of the secretary.

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

ALTERATION OF FULES AND STATEMENT OF PURPOSES

31. These rules and the statement of purposes of the Association shall not be altered except in accordance with the Act.

NOTICES

32. (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 Member.

(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.

WINDING UP OR CANCELLATION

33. In the event of the winding up or the cancellation of the incorporation of the Group, the assets of the Group shall be disposed of in accordance with the provisions of the Act.

CUSTODY OF RECORDS

34. 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 Group.

FUNDS

35. The funds of the Group shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines.

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