Retina Australia Victoria - Rules of Association

RULES OF THE ASSOCIATION

RETINA AUSTRALIA (VIC) INC

1. Name

(1) The name of the incorporated association is Retina Australia (Vic) Inc. (in these Rules called "the Association").

(2) The registration number of the Association is A0002991W.

(3) The name and the registration number of the Association must appear in legible characters in all notices, advertisements and official publications of the association, and in all its business documents.

2. Definitions

In these Rules, unless the contrary intention appears-

"Act" means the Associations Incorporation Act 1981;
"Board" means the committee of management of the Association;
"Department" means the Department of Health and Community Services.
"financial year" means the year ending on 30 June;
"general meeting" means a general meeting of members convened in
accordance with rule 13.
"member" means an Ordinary, or Life 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 22;
"Regulations" means regulations under the Act;
"relevant documents" has the same meaning as in the Act.

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

(a) if 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) In these rules unless the contrary intention appears:

(a) words importing the masculine gender include the feminine gender;

(b) words in the singular include the plural; and

3. Alteration of the rules and STATEMENT OF PURPOSES

(1) Any proposed alteration to these rules or the Statement of Purposes shall be notified in writing to the Secretary at least twenty-one (21) days prior to a General meeting. No article in the rules or the Statement of Purposes shall be altered save by a vote of three-quarters of members on a Special Resolution pertaining to same, at a meeting held not less than twenty-one (21) days after such notice of intention to propose such alterations has been given by the Secretary. Any such alteration shall become effective only when approved by the Registrar.

(2) Any proposed alteration to these rules or the Statement of Purposes of the Association shall be submitted to the Registrar for approval within 28 days after the alteration was passed by Special Resolution, and, if approved, such alteration shall be made in accordance with the Act.

4. Membership, entry fees and subscription

(1) The membership of the Association shall comprise:

(a) Ordinary members;

Any interested person, who has attained the age of sixteen (16) years and who applies in writing for, and is granted, membership by the Board and who pays an annual subscription as fixed from time to time by the Board.

(b) Life members;

Persons who accept an offer of Life membership pursuant to a resolution
passed by a three quarters majority of a General meeting upon recommendation by the Board.

(2) (a) The Secretary, or his appointee, must, within 28 days after the receipt of the amounts referred to in sub-clause (1)(a) enter the person's name in the Register of members kept by him and, upon the name being so entered, the applicant becomes an Ordinary member of the Association.

(b) The Secretary, or his appointee, shall keep a Register of the Names of all Life members so appointed.

(3) A right, privilege, or obligation of a person by reason of this membership of the Association:

(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.

(4) An applicant for membership becomes a member and is entitled to exercise the rights of membership when his or her name is entered in the register of members.

(5) If the Board rejects an application, the Board must, as soon as practicable, notify the applicant in writing that the application has been rejected.

(6) The annual subscription is payable in advance on or before 1 July in each year and shall be overdue once the following Annual General Meeting has taken place.

(7) The Board may fix special subscription fees, from time to time, as follows:

Individual members: persons over the age of sixteen years

Pensioner/Student members; Individual members who qualify for a government pension and in the case of a student who has not yet attained the age of 26.

Family members: Two adults and any number of children under the age of sixteen years

Organisational members: any organisation which has objects similar, or closely related to the objects of the association.

5. Register of members

(1) The Secretary, or his appointee, must keep and maintain a register of members containing-

(a) the full name and address of each member; and

(b) the date on which each member's name was entered in the register.

(2) The register is available for inspection free of charge by any member upon request at the registered office of the Association.

6.         Ceasing membership

(1)      Subject to all other provisions, a member of the Association shall be
deemed to have resigned his membership if this annual subscription is
overdue by more than one month following the annual general meeting.

(2)       A member of the Association who has paid all moneys due and payable by a member to the Association may resign from the Association by giving one month's notice in writing to the Secretary of his or her intention to resign.

(3) After the expiry of the period referred to in sub-rules (1) & (2)

(a) the member ceases to be a member; and

(b) the Secretary must record in the register of members the date on which the member ceased to be a member.

7. Discipline, suspension and expulsion of members

(1) Subject to these Rules, if the Board is of the opinion that a member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association, the Board may by resolution--

(a) fine that member an amount not exceeding $500; or

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

(2) A resolution of the Board under sub-rule (1) does not take effect unless--

(a) at a meeting held in accordance with sub-rule (3), the Board confirms the resolution; and

(b) if the member exercises a right of appeal to the Association under this rule, the Association confirms the resolution in accordance with this rule.

(3) A meeting of the Board to confirm or revoke a resolution passed under sub-rule (1) must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with sub-rule (4).

(4) For the purposes of giving notice in accordance with sub-rule (3), the Secretary must, as soon as practicable, cause to be given to the member a written notice-

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

(b) stating that the member, or his or her representative, may address the Board at a meeting to be held not earlier than 14 days and not later than 28 days after the notice has been given to that member; and

(d) informing the member that he or she may do one or both of the following-

(i) attend that meeting;
(ii) give to the Board before the date of that meeting a written statement seeking the revocation of the resolution;

(e) informing the member that, if at that meeting, the Board confirms the resolution, he or she may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.

(5) At a meeting of the Board to confirm or revoke a resolution passed under sub-rule (1), the Board must-

(a) give the member, or his or her representative, an opportunity to be heard;

(b) give due consideration to any written statement submitted by the member; and

(6) If at the meeting of the Board, the Board confirms the resolution, the member may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.

(7) If the Secretary receives a notice under sub-rule (6), he or she must notify the Board and the Board must convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.

(8) At a general meeting of the Association convened under sub-rule (7)--

(a) no business other than the question of the appeal may be conducted; and

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

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

(9) A resolution is confirmed if, at the general meeting, not less than three quarters of the members vote in person, in favour of the resolution. In any other case, the resolution is revoked.

8. Disputes and mediation

(1) The grievance procedure set out in this rule applies to disputes under these Rules between-

(a) a member and another member; or

(b) a member and the Association.

(2) 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.

(3) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.

(4) The mediator must be-

(a) a person chosen by agreement between the parties; or

(b) in the absence of agreement-

(i) in the case of a dispute between a member and another member, a person appointed by the Board of the Association; or

(ii) in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).

(5) A member of the Association can be a mediator.

(6) The mediator cannot be a member who is a party to the dispute.

(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(8) The mediator, in conducting the mediation, must--

(a) give the parties to the mediation process every opportunity to be heard;

(b) allow due consideration by all parties of any written statement submitted by any party; and

(9) The mediator must not determine the dispute.

(10) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

9. Annual general meetings

(1) The Board may determine the date, time and place of the annual general meeting of the Association which shall be held each calendar year within five months of the end of the financial year.

(2) The notice convening the annual general meeting must specify that the meeting is an annual general meeting.

(3) At least twenty one (21) days notice of the annual general meeting shall be given to members

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

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

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

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

(5) The annual general meeting may conduct any special business of which notice has been given in accordance with these Rules.

(6) Five (5) per cent of members personally present being members entitled to vote at a general meeting, constitute a quorum for the transaction of business at the annual general meeting.

10. Special general meetings

(1) In addition to the annual general meeting, any other general meetings may be held in the same year.

(2) All general meetings other than the annual general meeting are special general meetings.

(3) The Board may, whenever it thinks fit, convene a special general meeting of the Association.

(4) If, but for this sub-rule, more than 15 months would elapse between annual general meetings, the Board must convene a special general meeting before the expiration of that period.

(5) The Board must, on the request in writing of members representing not less than five (5) per cent of the total number of members, convene a special general meeting of the Association.

(6) The request for a special general meeting must--

(a) state the objects of the meeting; and

(b) be signed by the members requesting the meeting; and

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

(8) If a special general meeting is convened by members in accordance with this rule, it must be convened in the same manner so far as possible as a meeting convened by the Board and all reasonable expenses incurred in convening the special general meeting must be refunded by the Association to the persons incurring the expenses.

11. Special business

All business that is conducted at a special general meeting and all business that is conducted at the annual general meeting, except for business conducted under the rules as ordinary business of the annual general meeting, is deemed to be special business.

12. Special Resolution

A special resolution is passed at a meeting if:

(1) of the entitled members of the Association who vote in person at the meeting, not less than three quarters vote in favour of the resolution, and

(2) any additional requirements of these rules have been met.

13. Notice of general meetings

(1) The Secretary of the Association, or his appointee, at least 14 days, or if a special resolution has been proposed at least 21 days, before the date fixed for holding a general meeting of the Association, must cause to be sent to each member of the Association, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.

(2) Notice may be sent--

(a) by prepaid post to the address appearing in the register of members; or

(b) if the member requests, by facsimile transmission or electronic transmission(email).

(3) No business other than that set out in the notice convening the meeting may be conducted at the meeting.

(4) A member intending to bring any business before a meeting may notify in writing, by facsimile, or by electronic transmission(email), the Secretary of that business, who must include that business in the notice calling the next general meeting.

(5) Where a document is properly addressed pre-paid and posted to a person
as a letter, or sent either by facsimiles or electronically, 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, facsimile or electronic means.

14. Quorum at general meetings

(1) No item of business may be conducted at a general meeting unless a quorum of members entitled under these Rules to vote is present at the time when the meeting is considering that item.

(2) Five per cent of members personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting.

(3) If, within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present-

(a) in the case of a meeting convened upon the request of members--the meeting must be dissolved; and

(b) in any other case--the meeting 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.

(4) 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 personally present (being not less than three (3) per cent ) shall be a quorum.

15. Presiding at general meetings

(1) The President, or in the President's absence, the Vice-President, shall preside as Chairperson at each general meeting of the Association.

(2) If the President and the Vice-President are absent from a general meeting, or are unable to preside, the members present must select one of their number to preside as Chairperson.

16. Adjournment of meetings

(1) The person presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place.

(2) No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.

(3) If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with rule 13.

(4) Except as provided in sub-rule (3), it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.

17. Voting at general meetings

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

(2) All votes must be given personally.

(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.

(4) A member is not entitled to vote at a general meeting unless:

(a) all moneys due and payable by the member to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year; and

(b) the period of membership exceeds one month

(5) There shall be no votes cast by proxy at any meeting of the Association.

18. Poll at general meetings

(1) If at a meeting a poll on any question is demanded by not less than 3 members, it must 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) A poll that is demanded on the election of a Chairperson or on a question of an adjournment must be taken immediately and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the Chairperson may direct.

19. Manner of determining whether resolution carried

If a question arising at a general meeting of the Association is determined on a show of hands-

(1) a declaration by the Chairperson that a resolution has been-
(a) carried; or
(b) carried unanimously; or
(c) carried by a particular majority; or
(d) lost; and

(2) 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.

20. Board

(1) The affairs of the Association shall be managed by the Board .

(2) The Board--

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

(b) may, subject to these Rules, the Act and the Regulations, 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 members of the Association; and

(c) subject to these Rules, the Act and the Regulations, 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.

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

(a) the officers of the Association; and

(b) four ordinary members--
each of whom shall be elected at the annual general meeting of the Association in each year.

(4) One-third of the members of the Board elected should be themselves affected by an inherited retinal disease or other retinal dystrophy.

(5) No member of the Board shall be appointed to or retain any paid office of the Association whilst he is a member of the Board.

(6) No member of the Board shall directly or indirectly supply goods or services to the Association where such goods or services can be satisfactorily obtained elsewhere locally unless the goods are supplied free of charge or at a rate which ensures that there is no monetary gain by the member of the Board and unless the services are supplied voluntarily.

(7) (a) Any member of the Board who has a financial interest in any contract, or arrangement made or proposed to be made with the Association, shall disclose his interest at the first meeting of the Board at which the contract, or arrangement, is first taken into consideration if his interest then exists, or in any other case at the first meeting of the Board after the acquisition of his interest. If he becomes interested in a contract, or arrangement, after it is made or entered into, he shall disclose his interest at the first meeting after he becomes so interested.

(b) No member of the Board shall vote as a member of the Board in respect of any contract or arrangement in which he is so interested as aforesaid and if he do so vote his vote shall not be counted.

(c) The interest of any Board member in a contract, must be recorded in the financial statements regarding same, and submitted by the Association to its members at the next annual general meeting.

(8) A member or former member of the Board of the Association must not knowingly or recklessly make improper use of:

(a) his position in the Association, or

(b) information acquired by virtue of his position;

so as to gain, directly or indirectly, any pecuniary benefit or material advantage for themselves or another person, or so as to cause a detriment to the Association.

21. Officers

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

(a) a President;

(b) a Vice-President;

(d) a Secretary.

(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 officers referred to in sub-rule (1).

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

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

22. Ordinary members of the Board

(1) Subject to these Rules, each ordinary member of the Board shall hold office until the annual general meeting next after the date of election but is eligible for re-election.

(2) 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 appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting next following the date of the appointment.

23. Election of officers and ordinary members of the Board

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

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

(b) be delivered to the Secretary of the Association not less than 14 days before the date fixed for the holding of the annual general meeting; and

(c) accompanied by a brief history of the candidate and a resume of his aims and objectives if he is elected to the Board

(2) A candidate may only be nominated for one office, or as an ordinary member of the Board, prior to the annual general meeting.

(3) If insufficient nominations are received to fill all vacancies on the Board, the candidates nominated shall be deemed to be elected for those positions. Vacancies arising due to the absence or insufficiency of nominations, whether for Office-bearers or Ordinary members of Board, shall be deemed to be casual vacancies and dealt with by the incoming Board in accordance with rules 21(4) and 22(2).

(4) 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.

(5) If the number of nominations exceeds the number of vacancies to be filled, a ballot for the election of officers and ordinary members of the Board must be conducted at the annual general meeting in accordance with rule 17 and as follows.

(a) The Secretary shall prepare a document, to be given to each member
personally present at the Annual General Meeting, outlining the names of the candidates for each position and the information provided under sub-clause 23(1)(c).

(b) Scrutineers shall be appointed by members present at the Annual General Meeting.

(i) President
(ii) Vice-President
(iii) Secretary, and
(iv) Treasurer.

Any person elected to a position shall be deemed to have withdrawn his
nomination as a candidate for any subsequent position.

(d) Votes for ordinary members of the Board will follow on.

24. Vacancies

The office of an officer of the Association, or of an ordinary member of the Board, becomes vacant if the officer or member;

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

(2) becomes an insolvent under administration within the meaning of the Corporations Law; or

(3) resigns from office by notice in writing given to the Secretary;

(4) is absent for three (3) consecutive Board meetings without acceptable reason or leave of absence;

(5) upon his decease;

(6) if he becomes mentally ill or his person or estate becomes liable to be dealt with in any way under the laws relating to mental health; or

(7) upon a resolution being passed by three quarters majority of Board members present at a properly constituted meeting of the Board.

25. Meetings of the Board

(1) The Board must meet at least 8 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 members of the Board.

(3) Meetings may be held by telephone, video or other electronic link

26. Notice of Board meetings

(1) Written notice of each Board meeting must be given to each member of the Board at least 3 business days before the date of the meeting.

(2) Written notice must be given to members of the Board of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting.

27. Quorum for Board meetings

(1) Five (5) members of the Board, including at least two (2) officers constitute a quorum for the conduct of the business of a meeting of the Board.

(2) No business may be conducted unless a quorum is present.

(3) If within half an hour of the time appointed for the meeting a quorum is not present-

(a) in the case of a special meeting -- the meeting lapses;

(b) in any other case -- the meeting shall stand adjourned to the same place and the same time and day in the following week.

(4) The Board may act notwithstanding any vacancy on the Board.

28. Presiding at Board meetings

At meetings of the Board-

(1) the President or, in the President's absence, the Vice-President presides; or

(2) if the President and the Vice-President are absent, or are unable to preside, the members present must choose one of their number to preside.

29. Voting at Board meetings

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

(2) Each member present at a meeting of the Board, or at a meeting 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.

30. Removal of Board member

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

(2) A member who is the subject of a proposed resolution referred to in sub-rule (1) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.

(3) The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting.

31. Secretary

The Secretary of the Association, or his appointee, shall keep accurate minutes of the resolutions and proceedings of each General meeting and each Board meeting in files provided for that purpose, together with a record of the names of persons present at Board meetings, deal with correspondence and motions as directed and notify members of meetings. The minutes shall be signed by the Chairman for the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

Signed copies of all minutes of the Board and General meetings shall be kept for a minimum of seven years. Items of significant historical interest to the Association shall then be archived and kept for posterity.

32. Treasurer

(1) The Treasurer of the Association shall:-

(a) collect and receive all moneys due to the Association and issue receipts for same;

(b) pay all accounts which have been passed for payment by the Board;

(c) maintain adequate and accurate accounting records and books showing the financial transactions of the Association with full details of all receipts and expenditure connected with the activities of the Association; and

(d) submit a written financial report at each Board meeting.

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

33. Funds

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

34. Financial Administration

(1) All accounts must be paid by cheque or as a direct deposit into a creditor’s bank account.

(2) At least once a year the books must be examined and audited by the auditor appointed by the Association.

(3) The financial year shall run from the 1st of July to the 30th of June next following.

(4) All accounting records of the Association must be kept for a minimum period of seven years.

35. Cheques

All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members of Board, at least one of whom shall be an Office-bearer, whose signatures are lodged with the approved financial institution, or the bank.

36. Distribution of Assets

The assets and income of the Association shall be applied solely in furtherance of its objects and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

37. Auditor

The Auditor shall be a member of the Institute of Chartered Accountants in Australia or the Australian Society of Certified Practising Accountants or any other person who is approved by the Registrar.

38. Sub-committees of Board

(1) The Board may appoint such management sub-committees, consisting of
members of the Board, as they think fit. Members of the Association or other interested persons may be co-opted because of their particular knowledge or expertise. Members of such sub-committees shall have voting rights only within the committees to which they have been appointed or co-opted.

(2) The Board may also appoint other sub-committees not concerned with the direct management of the Association with membership drawn from members of the Association or other interested persons, for fund-raising, social and other similar purposes. Members of such sub-committees shall have voting rights only within the committees to which they have been appointed or elected.

(3) The committees referred to in sub rules (1) and (2) shall make regular reports to Board for ratification or, where appropriate, approval. Such reports shall include any decisions made and financial statements if appropriate.

(4) The quorum for meetings of a sub-committee shall be a majority of its members. At the first meeting of a committee the members shall appoint a chairman from amongst themselves.

39. Seal

(1) The common seal of the Association must be kept in the custody of the Secretary.

(2) The name of the Association must appear in legible characters on the common seal.

(3) The common seal must not be affixed to any instrument except by the authority of the Board and the affixing of the common seal must be attested by the signatures either of two members of the Board or, of one member of the Board and of the public officer of the Association.

40. Patron

The Association may from time to time invite one or more prominent person or persons to be its patron or patrons.

41. Notice to members

Except for the requirement in rule 13, any notice that is required to be given to a member, by on behalf of the Association, under these Rules may be given by;

(a) delivering the notice to the member personally; or

(b) sending it by prepaid post addressed to the member at that member's address shown in the register of members; or

(d) electronic transmission(email), if the member has requested that the notice be given to him or her in this manner.

42. Winding up

(1) The Association shall not be dissolved or wound up, except:
(a) by a special resolution passed by three-quarters of those present at a general meeting of members, called specifically for that purpose,

(b) by order of the Supreme Court,

If upon winding-up or dissolution of the Association there remains after satisfaction of all debts and liabilities, any assets or property whatsoever the same shall not be paid or distributed to any member of the Association but shall be given or transferred to some organization having objects similar to the objects of the Association and which shall prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Association under rule 36 hereof, such organization to be determined by the members of the Association, with the approval of the Department.

(3) On completion of these actions, application shall be made to the Department for cancellation of the registration under the Act.

43. Custody and inspection of books and records

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

(2) All accounts, books, securities and any other relevant documents of the Association must be available for inspection free of charge by any member upon request.

44. Alterations to minutes

No Board resolution shall be rescinded unless fourteen (14) days' notice be given to Board members and no resolution of any General meeting shall be rescinded unless fourteen (14) days' notice be given to members.

45. Annual Returns

Within one (1) month following the Annual General Meeting each year, the Association shall give:-

(a) A copy of the Annual report and audited statement of the financial affairs received under sub-clauses 9(4)(b) and (d) hereof a list of the names and addresses of the Office-bearers of the Association elected under sub-clause 9(4)(c) hereof to the Department; and

(b) a copy of the statements received under sub-clause 9(4) hereof to the Registrar of Incorporated Associations in accordance with the Act.

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