Rules of the Beaumaris Conservation Society
Incorporated, incorporated as Association No.
A0034887B under the Associations
Incorporation Act 1981 of the State of Victoria, which was repealed
and is now superseded by the Associations
Incorporation Reform Act 2012.
1.1 The name of the incorporated association is Beaumaris Conservation Society Inc. (hereinafter called “the Association”).
1.2 The aim of the Association is to work for better conservation, particularly that of the Beaumaris area.
1.3 The objectives of the Association shall be to:
(a) succeed, and continue the work of, the Beaumaris Conservation Society, it having originally been an unincorporated body, the Beaumaris Tree Preservation Society, that was formed at the Inaugural Meeting of its Members on 28th January 1953, and whose Constitution was adopted in March 1953 and altered at its Annual General Meetings held in September 1970 (when its name was changed to Beaumaris Conservation Society), September 1978 and September 1993; and it having been the organization that originally proposed these Rules and whose members were the founding members of the Association, pursuant to a resolution, in accordance with the Constitution of the Society, of a General Meeting of the Society, held on 9th April 1997,
(b) to encourage, to the greatest degree possible, and with special reference to the land, sea and air in the Beaumaris area:
(1) The conservation and restoration of the indigenous flora and fauna
(2) The protection of natural landscape, foreshore and seascape, including features of geographical, geomorphological and geological significance
(3) Action to eliminate or prevent pollution
(4) Requirements, for Beaumaris, that sufficient land holdings, of both publicly and privately owned land, have a permanent reservation apply, at least to the most publicly visible part of them, in sufficiently widely distributed areas, in a form and condition that continues to provide suitable habitat for the many trees and other plants, particularly those indigenous to Beaumaris, that give Beaumaris throughout its distinctive treed and leafy character
(5) The maintaining by authorities of active measures to encourage the continued widespread and prominent presence of such plants and that local character;
(c) to encourage and participate in the replanting of indigenous flora in the Beaumaris area;
(d) to encourage and participate in the planting of suitable trees and shrubs in nature strips, in parks, on the foreshore, and in other places within the Beaumaris area;
(e) to promote a public conscience favourable to the carrying out of the aforesaid objects;
(f) to buy, sell and lease land and to mortgage the same;
(g) to enter into correspondence and to make contracts with other organizations, persons and companies and with municipal and other authorities;
(h) to do all such things as may in the opinion of the Association assist in the promotion of the said objects; and
to co-operate or
conjoin in any suitable way with other bodies or
organizations having objects completely or in part
similar to those of the Association.
2.1 In these rules, unless the contrary intention appears:
“Committee” means the Committee of Management of the Association.
“Financial year” means the year ending on 30th June.
“General Meeting” means a general meeting of members convened in accordance with Rules 7-9.
“Member” means a paid up member of the Association.
“The Act” means the Associations
Incorporation Act 1981 of the
2.2 In these Rules, a reference to the Secretary of the Association is a reference:
(a) where a person holds office under these Rules as Secretary of the Association – to that person; and
(b) in any other case, to the Public Officer of the Association.
2.3 Words or
expressions contained in these rules shall be
interpreted in accordance with the provisions of the
Interpretation Act 1958 of the State of
3.1 A member of the Association shall be a member in only one of the following five classes of membership:
(a) Individual Membership, in which one individual natural person is the member,
(b) Family Membership, which shall apply to an individual or to a family of natural persons, and in which up to two of those persons shall be nominated as members, with each of those two having the rights and privileges of members,
(c) Membership as a Member Body, which shall be either an incorporated body or an unincorporated body, but the rights and privileges as a member shall only be exercised by a single Representative that has been nominated by the Member Body in writing to the Treasurer, and whose nomination has been received by him at least twenty-four hours before the meeting or other activity has begun, and registered in the Register of Members by the Treasurer.
(d) Life Membership, in which the Life Member is an individual natural person that has been admitted as a member for life by resolution of the Committee upon the payment to the Association of the fee for a Life Membership, which shall be twenty times the annual subscription rate for an Individual Member, or
(e) Honorary Life Membership, in which the Honorary Life Member shall have been an Honorary Life Member of the Beaumaris Conservation Society at the time of its incorporation, or an individual natural person that has been recommended by the Committee, in a citation included in the notice of a General Meeting, to be admitted as an Honorary Life Member for distinguished services rendered towards the aim and objectives of the Association, and that has been admitted as an Honorary Life Member by a resolution of that General Meeting carried by the vote of a three quarters majority.
3.2 A person, family or body that was not a member of the Association at the time of incorporation of the Association, or that was such a member at that time but has ceased to be a member, shall not be admitted to membership of the Association, except as an Honorary Life Member, unless:
(a) such a person, family or body applies for membership as provided in Rule 3.3, and
(b) admission of that person, family or body has then been approved by the Committee.
3.3 An application for membership of the Association shall be made in writing in the general form set out in Appendix 1, and shall be lodged with the Treasurer of the Association, together with payment of the subscription prescribed for the category of membership being sought. The application shall be accompanied by the details required, under Rule 5.1, to be kept by the Treasurer.
3.4 As soon as practicable after the receipt of an application, the Treasurer shall provide the applicant with a receipt for the subscription money tendered, and refer the application to the Committee.
3.5 Upon an application being referred to the Committee, the Committee shall determine whether to approve or reject the application. The Treasurer shall promptly inform the applicant of the decision of the Committee, and shall, if the application is rejected, offer to refund the applicant the subscription money tendered in exchange for a return of the receipt or a further receipt for the amount refunded. If the application is approved, the Treasurer shall enter the applicant’s name and other prescribed details in the Register of Members kept by him and, upon the name being so entered, the applicant is thereby admitted to one of the classes of membership of the Association.
3.6 Any right, privilege, or obligation of a member by reason of that member’s being a member of the Association is not capable of being transferred or transmitted to another person or body, and terminates upon cessation of the membership, whether by death, resignation or other cause.
4.1 There shall be no entrance fee required to be paid in addition to the annual subscription, or the fee for Life Membership, nor is any payment required from an Honorary Life Member.
4.2 The annual subscription for each class of membership below in a particular financial year shall be that most recently set by a resolution of the Annual General Meeting in a financial year prior to the financial year in question. Until it has been so set it shall be:
Individual Member: Six dollars
Family Member: Ten dollars
Member Body: Fifteen dollars
4.3 The annual subscription becomes due and payable on the first day of July in the financial year in question.
5.1 The Treasurer shall keep and maintain a Register of Members in which shall be entered the name, address and, if any, a private and a business telephone and facsimile number of each member, an electronic mail address and the last consecutive period, in terms of first and last years for which the member has been a financial member. No member may vote at Committee or General Meetings while he refuses, after being requested, to inform the Treasurer of his address. The Treasurer shall include in the Register of Members the name, address, and other details as listed above, of the Representative of each Member Body, and shall keep for each Member Body, a copy of its Constitution, or if it has no Constitution, a list of its members.
5.2 The Register of Members shall be available at the address of the Public Officer for inspection by members by appointment.
6.1 Termination of the membership of an Individual Member shall take effect if:
(a) the member dies,
(b) the Secretary receives written notice from the member that he has resigned,
(c) the member has not paid the annual subscription for the current financial year by the last day of that year, or
(d) the member has been expelled from the Association in accordance with the provisions of Rule 6.5.
6.2 Termination of the membership of a Family Member shall take effect if:
(a) all the persons in the family die,
(b) the Secretary receives written notice from the Family Member that they have resigned,
(c) the member has not paid the annual subscription for the current financial year by the last day of that year, or
(d) the member has been expelled from the Association in accordance with the provisions of Rule 6.5.
6.3 Termination of the membership of a Member Body shall take effect if:
(a) the body is dissolved, wound up or otherwise ceases to exist,
(b) the Secretary receives written notice from the Member Body that it has resigned,
(c) the member has not paid the annual subscription for the current financial year by the last day of that year,
(d) the member has been expelled from the Association in accordance with the provisions of Rule 6.5
(a) the member dies,
(b) the Secretary receives written notice from the member that he has resigned, or
(c) the member has been expelled from the Association in accordance with the provisions of Rule 6.5.
6.5 If the Committee has resolved that a member has, by any act or omission, disadvantaged the Association to such an extent that it is no longer in the Association’s best interests that such member should continue to be a member of the Association, the Committee may, after giving such member a reasonable opportunity to be heard by the Committee, and to place before it in person or in writing or both such explanation or other material as the member might wish, resolve that the member be expelled from the Association. Any such member so expelled shall be notified by the Secretary in writing of the resolution for such expulsion within one month thereof and may upon giving notice in writing to the Secretary within one month of such notification, appeal to a General Meeting, which meeting shall be called by the Committee, and be held within three months of the resolution for expulsion. That General Meeting may confirm or rescind the resolution for expulsion. A Family Membership is not revoked if a member within that class of membership is expelled and there is at least one continuing member, but the expelled person shall not exercise any right or privilege unless that person is re-admitted. Re-admission of expelled members shall require a resolution of a General Meeting. In the case of a Life Member or Honorary Life Member, expulsion does not take effect until ratified by a resolution of a General Meeting, which shall in the case of an Honorary Life Member require the vote of a three quarters majority. The prescribed fee originally paid by an expelled Life Member, less five per cent of the original amount for each completed year of membership, shall be refunded in writing if a request in writing for such a refund is received by the Treasurer within three months of the expulsion having been finally confirmed.
7.1 The Association shall in each calendar year convene an Annual General Meeting of its members.
7.2 The Annual General Meeting shall be held at such time and place as the Committee determines, but in September, unless the Committee determines otherwise in the twelve month period before the meeting.
7.3 The Secretary shall post a notice of and agenda for business of the Annual General Meeting to all members in the first fourteen days of July, or in the first fourteen days of such other month, one and not more than one clear month ahead of the meeting, that the Committee may determine in the twelve month period before the meeting.
7.4 The Annual General Meeting shall be specified as such in the notice convening it.
7.5 The ordinary business of the Annual General Meeting shall be:
(a) to confirm the minutes of the previous general meeting,
(b) receive from the President and from the Treasurer, on behalf of the Committee, reports upon the transactions of the Association since the previous Annual General Meeting,
(c) to elect the Officers and Zone Leaders of the Association as prescribed in Rules 14.2 and 14.3,
(d) to receive and consider statements submitted by the Association in accordance with the Act.
7.6 The Annual General Meeting may transact special business of which notice is given in accordance with these rules.
8 Ordinary General Meetings of the Association may be held at such times and at such places as determined by the Committee, and where, but for this clause, more than fifteen months would elapse between Annual General Meetings, the President shall convene an Ordinary General Meeting before the expiration of that period.
9.1 The President shall, on the requisition in writing of one quarter of the total number of members, convene a Special General Meeting of the Association.
9.2 The requisition for a Special General meeting shall state the business proposed to be transacted at the meeting and shall be signed by the members making the requisition and be sent to the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.
9.3 If the President does not cause a Special General meeting to be held within one month after the date on which the requisition is sent to the Secretary, the members making the requisition, or any of them, may convene a Special General Meeting to be held not later than three months after that date.
9.4 A Special General Meeting convened by members in pursuance of these rules shall be convened in as nearly as possible the same manner as that in which meetings are convened by the President and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.
10.1 The Secretary of the Association shall, at least fourteen days before the date fixed for holding a General Meeting of the Association, cause to be sent to each member of the Association at his address appearing in the Register of Members, a notice stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
10.2 No business other than that set out in the notice convening the meeting shall be transacted at the meeting.
10.3 A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next General Meeting after receipt of the notice.
11.1 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.
11.2 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.
11.3 One quarter of the total number of members present in person or ten persons, whichever is the lesser number, shall constitute a quorum for the transaction of the business of a General Meeting.
11.4 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 as a Special General Meeting, shall lapse, and in any other case shall stand adjourned to the same day in the next week at the same time, and (unless another place is specified by the Chairman at the time 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 a 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 three) shall be a quorum.
11.5 The President, or in his absence, a Vice-President, shall preside as Chairman at each general meeting of the Association.
11.6 If the President and the Vice-Presidents are absent from a General Meeting, the members present shall elect one of their number to preside as Chairman at the meeting.
11.7 The Chairman of a General Meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
11.8 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.
11.9 Except as provided in Rules 11.1 and 11.2, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
11.10 A question arising at a General Meeting of the Association shall be determined on the voices unless a show of hands or a division is demanded by any member.
11.11 Unless before or on the declaration of the voices or the show of hands as the case may be, a division, the results of each of which shall be recorded in the Minute Book, is so demanded, a declaration by the Chairman that a motion has, whether on the voices or on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry stating the outcome 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 motion.
11.12 Upon any question arising at a General Meeting of the Association, a member has one vote only.
11.13 All votes shall be given personally, and votes by proxy shall not be permitted.
11.14 A motion shall not be carried unless a majority of those voting vote in favour of the motion, and the Chairman shall have a deliberative vote only.
11.15 If at a meeting a division on any question is demanded by not less than two members, it shall be taken at that meeting in such manner as the Chairman may direct.
11.16 A division that is demanded on the election of a Chairman or on a question of an adjournment shall be taken forthwith and a division that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairman may direct.
12 A member other than a Life Member or an Honorary Life Member shall not be a financial member for a particular financial year until the prescribed annual subscription for that year has been paid to the Treasurer, and a person that is not a financial member, or a Representative of a Member Body that is a financial member, shall not move or second motions or vote at a General Meeting, nor be an Officer or Zone Leader of the Association.
13.1 The affairs of the Association between General Meetings shall be managed by a Committee of Management constituted as provided in Rule 13.3.
13.2 The Committee:
(a) shall, subject to resolutions of General Meetings, control and manage the business and affairs of the Association;
(b) may, subject to these rules, the regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these rules to be exercised by General Meetings of the members of the Association; and
(c) subject to these rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.
13.3 The Committee shall consist, in terms of the definitions in Rules 14.1 and 14.2, of the five Officers of the Association and the Zone Leaders. There shall be eight Zones, except that the number of Zones may be fixed at a number other than eight, but not greater than ten, for the year in which the Annual General Meeting is held only, by a resolution of the Annual General Meeting in that year.
13.4 Each member of the Committee shall, subject to these rules, hold office from the close of the Annual Meeting at which his election is declared until the close of the next Annual General Meeting, but is eligible for re-election.
13.5 A Returning Officer, not being a member of the Committee or a candidate for election to the Committee, shall be appointed by the Committee, and such Returning Officer need not be a member of the Association.
14.1 The Officers of the Association shall be:
(a) a President,
(b) a Senior Vice-President,
(c) a Junior Vice-President,
(d) a Secretary, and
(e) a Treasurer.
14.2 The Officers shall be financial members of the Association elected at each Annual General Meeting, in the order in which they are listed in Rule 14.1, by secret preferential ballot with optional marking of preferences using the counting method that was prescribed for elections to the Australian House of Representatives in 1996. Candidates may nominate themselves or be nominated by a single proposer only.
14.3 The Zone Leaders of the Association shall be financial members of the Association, or Representatives of Member Bodies, that are elected, one for each Zone, by separate successive election by each Annual General Meeting, immediately after the election of the Office-bearers and by the same system of ballot and vote counting. If fewer Zone Leaders are elected than the prescribed number of Zones, or if Zone Leaders subsequently wish to change to a different Zone, the Committee may allocate a Zone Leader to a different Zone, or to a group of Zones. The Zone Leaders shall report to the Committee for responsibilities it assigns to them in their Zone or group of Zones. Each Zone shall be a contiguous area in which members reside, and its boundaries shall be determined by the Committee, subject to any resolution of a General Meeting.
14.4 The Officers of the Association shall be the Executive Officers of the Committee, and they may jointly, subject to resolutions of General Meetings and the Committee, control and manage the affairs of the Association between Committee meetings but, if some Officers are unavailable, the quorum for such decisions shall be three Officers, one of whom shall be the President.
14.5 Each Officer of the Association and each Zone Leader shall, subject to these rules, hold office from the close of the Annual General Meeting at which he was elected until the close of the Annual General Meeting next after the date of his election, but is eligible for re-election.
The office of an
Officer of the Association or a Zone Leader shall
become vacant if the holder of
(b) ceases to be a member of the Association (a sufficient cause for the vacancy in the case of an Officer), or a Representative of a Member Body,
(c) becomes insolvent under administration within the meaning of the Companies (Victoria) Code.
(d) fails to attend three consecutive meetings of the Committee following which either the Committee or a General Meeting resolves that his office be declared vacant, or
(e) resigns his office by notice in writing given to the Secretary.
If a casual vacancy occurs in the office of an
Officer of the Association or a Zone Leader it
shall be filled on an
acting basis by the Committee from among the members
until the next General
Officer or a Zone Leader may stand for a casual
vacancy in an office without prejudicing the
of his office if he is unsuccessful, but on being
elected to that vacant office he shall
14.9 No person shall hold more than one office or Zone Leader position concurrently.
15.1 The Committee shall meet at least three times in each year at such places and such times as the Committee may determine.
15.2 Special meetings of the Committee may be convened by the President, or requisitioned by any three members of the Committee by notice in writing addressed to the Secretary, who shall promptly post a notice of the meeting to Committee members.
15.3 An absolute majority of the members of the Committee shall constitute a quorum for the transaction of the business of a meeting of the Committee, but that quorum shall include either the President or three Officers.
15.4 No business shall be transacted by the Committee 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 shall lapse.
15.5 Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee shall be decided by a majority vote on a show of hands, but if a division is called by any member the results of the division shall be recorded in the minutes of the meeting.
15.6 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 only and, in the event of an equality of votes on any question, the question shall be resolved in the negative.
15.7 Notice of each committee meeting shall be served on each member of the Committee at least five days before the meeting.
16 Observers may, at the discretion of the Chairman, but subject to resolutions of the Committee or a General Meeting, attend and be heard at General and Committee meetings. The Committee may invite visitors or other suitable persons to attend General or Committee Meetings as observers.
17.1 The Secretary of the Association shall keep minutes of the resolutions and proceedings of each General Meeting and each Committee Meeting together with a record of the names of persons present at committee meetings.
17.2 The Secretary shall deal with all correspondence concerning the Association and shall attend to day-to-day matters of administration as directed by the Committee.
17.3 The Secretary shall arrange all meetings and notify members of the time, date, venue and agenda of meetings.
18.1 The Treasurer of the Association:
(a) shall collect and receive all moneys due to the Association and shall not make payments unless authorized by the Association; and
(b) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.
18.2 The accounts and books referred to in Rule 18.1 shall be available for inspection by members.
18.3 The Treasurer shall keep the Register of Members and other information referred to in Rule 5.1.
19 The Committee or the Association may employ one or more persons that are not members and pay them as it sees fit. The senior ranking of such persons shall be the Director of the Association and may attend and speak at any meeting unless the meeting requires that he absent himself from all or part of that meeting. The Director or other employee shall not vote on any question.
20 Each cheque, draft, bill of exchange, promissory note and other negotiable instrument shall be signed following authorization by the Committee in each case by any two of three officers appointed for the purpose by the Committee.
21.1 The Common Seal of the Association shall be kept in the custody of the Secretary.
21.2 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 of either of two members of the Committee, or of one member of the Committee and the Public Officer of the Association.
22 A referendum of all members on any question other than the alteration of these rules shall be held by postal ballot within 21 days of the written requisition of one quarter of the financial members, the Committee, or the President supported by another Officer. If a three-fifths majority of the votes received within 14 days of posting the ballot-papers is in favour of the question the result shall be binding unless and until reversed by a subsequent General Meeting.
23.1 A notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member at his address shown in the Register of Members.
23.2 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 the post.
24.1 In the event of the dissolution, the winding up or the cancellation of the incorporation of the Association, any and all assets remaining after full settlement of all just debts and liabilities incurred by the Beaumaris Conservation Society Incorporated shall be given or transferred to some other institution or institutions having objects similar to the objects of the Beaumaris Conservation Society Incorporated, which objects shall prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Beaumaris Conservation Society Incorporated under these rules of incorporation.
24.2 Any dissolution or winding up of the Association shall be by a vote of its members at a meeting duly called for the purpose, and the institution or institutions to which the assets remaining, referred to in Rule 24.1, shall be given or transferred shall be determined by a resolution carried at that meeting; but if that meeting does not decide by a majority vote who shall receive such funds, and provided the requirements of Rule 24.1 are met, the funds shall be paid to the Port Phillip Conservation Council Incorporated; except that if that organization declines to receive the funds, or it no longer exists, the funds shall be paid to the Australian Conservation Foundation Incorporated, except that if that organization declines to receive the funds, or it no longer exists, the funds shall be donated to the municipal council that includes the greatest part of Beaumaris, to spend for conservation purposes.
25 Except as otherwise provided in these rules, the Secretary shall keep in his custody or under his control all books, documents and securities of the Association.
26 The funds of the Association shall be derived from annual subscriptions, donations and such other sources as the Committee determines. The funds, income, and assets of the Association are to be applied solely towards achieving the aim and objectives of the Association, and are not to be paid or distributed for their profit to any member or members, or used to give any pecuniary advantage to any member or members. Nothing in this Clause shall prevent the re-imbursement to members of out-of-pocket expenses incurred as part of their activities as members, Officers or Zone Leaders of the Association.
27 The Committee may make serially-numbered Regulations, not inconsistent with these rules, that shall, upon being included in minutes confirmed by a subsequent Committee Meeting, have binding force on the Association, and that may not be altered or rescinded except by a General Meeting or a referendum.
28 These Rules and the Statement of Purposes of the Association shall not be altered except in accordance with the Act.
Beaumaris Conservation Society Inc.
(Formerly Beaumaris Tree Preservation Society 1953-70)
I apply to join Beaumaris Conservation Society Inc., for 1996-97*, in the membership class for which I have entered the subscription payable below. I agree to be bound by the Rules of the Association for the time being in force.
Date …………………………….199 …..