CSFG

Rules

Canberra Speculative Fiction Guild Rules (Amended March 2015)

Part 1 – Preliminary

  1. Definitions
  2. Application of Legislation Act 2001

Part 2 – Membership

  1. Membership qualifications
  2. Application for membership
  3. Conferral of life membership
  4. Membership entitlements not transferable
  5. Cessation of membership
  6. Resignation of membership
  7. Fee, subscriptions etc
  8. Members’ liabilities
  9. Disciplining of members
  10. Right of appeal of disciplined member

Part 3 – Committee

  1. Powers of committee
  2. Constitution and membership
  3. Election of committee members
  4. Secretary
  5. Treasurer
  6. Vacancies
  7. Removal of committee members
  8. Committee meetings and quorum
  9. Delegation by committee to subcommittee
  10. Voting and decisions

Part 4 – Special general meetings

  1. Annual general meetings—holding of
  2. Annual general meetings—calling of and business at
  3. Special general meetings—calling of
  4. Notice
  5. Special general meetings—procedure and quorum
  6. Presiding member
  7. Adjournment
  8. Making of decisions
  9. Voting
  10. Appointment of proxies

Part 5 – Miscellaneous

  1. Funds—source
  2. Funds—management
  3. Alteration of objects and rules
  4. Common seal
  5. Custody of books
  6. Inspection of books
  7. Service of notice
  8. Surplus property

Appendix 1—form of appointment of proxy

 

Part 1 – Preliminary

  1. Definitions

In these rules, unless a contrary intention appears:

financial year means the year ending on 30 June.

member means a member, however described, of the Guild.

committee member means a member of the committee as mentioned in section 13 (1).

secretary means the person holding office under these rules as secretary of the Guild or, if no such person holds that office, the public officer of the Guild.

the Act means the Associations Incorporation Act 1991.

the Guild means the Canberra Speculative Fiction Guild

the regulation means the Associations Incorporation Regulation 1991.

  1. Application of Legislation Act 2001

The Legislation Act 2001 applies to these rules in the same way as it would if they were an instrument made under the Act.

Part 2 – Membership

  1. Membership qualifications

A person is qualified to be a member if—

(a)    the person is a person mentioned in section 21 (2) (a) or (b) of the Act, and has not ceased to be a member of the Guild at any time after incorporation of the Guild under the Act; or

(b)    the person—

(i)   has applied for membership in accordance with section 4 (1) of the CSFG rules, or has been conferred with life membership in accordance with section 5; and

(ii)   has been listed on the register of members of the Guild maintained by the committee of the Guild.

  1. Application for membership

(1)   A person may apply for membership of the Guild—

(a)    by applying to a member of the committee for membership either in writing or in person; and

(b)    paying the sum payable under these rules by a member as the entrance fee and the first year’s annual subscription.

(2)   As soon as is practicable after receiving an application for membership and the amounts mentioned in 4(1)(b), the Treasurer must enter the applicant’s name in the register of members and, on the name being so entered, the applicant becomes a member of the Guild.

  1. Conferral of life memberships

The object of this clause is to enable the Guild to recognise those individuals who have or have had a strong connection to the Guild, and whose achievements have benefitted members of the Guild to an outstanding degree through that connection.

(1)   A committee member may nominate a person to become a life member of the Guild on the basis that:

(a)    the person is a current member of the Guild, or has been a member of the Guild within the last 3 years; and

(b)    the person has made an outstanding contribution to the Guild, or to the speculative fiction community, or to the speculative fiction genre.

(2)   The committee may elect to confer a life membership on a person if:

(a)    the committee considers the person meets the criteria set out at 5(1); and

(b)    the committee unanimously agrees to confer a life membership upon the person.

(3)   The committee will document the reasons for any decision to confer a life membership on an individual, and attach that document to the minutes of the meeting at which the decision was taken to confer the life membership.

  1. Membership entitlements not transferable

A right, privilege or obligation that a person has because of being a member of the Guild—

(a)    cannot be transferred or transmitted to another person; and

(b)    terminates on cessation of the person’s membership.

  1. Cessation of membership

A person ceases to be a member of the Guild if the person—

(a)    dies; or

(b)    resigns from membership of the Guild; or

(c)    is expelled from the Guild; or

(d)    fails to renew membership of the Guild.

  1. Resignation of membership

(1)   A member is not entitled to resign from membership of the Guild except in accordance with this section.

(2)   A member who has paid all amounts payable by the member to the Guild may resign from membership of the Guild by first giving notice (of not less than 1 month or, if the committee has determined a shorter period, that shorter period) in writing to the secretary of the member’s intention to resign and, at the end of the period of notice, the member ceases to be a member.

(3)   If a person ceases to be a member, the secretary must make an appropriate entry in the register of members recording the date the member ceased to be a member.

  1. Fee, subscriptions etc

(1)   The entrance fee to the Guild is $2 or, if any other amount has been determined by resolution of the committee, that other amount.

(2)   The annual membership fee of the Guild is $10 or, if any other amount has been determined by resolution of the committee, that other amount.

(3)   The annual membership fee is payable—

(a)    except as provided by paragraph (b)—before 1 July in each calendar year; or

(b)    if a person becomes a member on or after 1 July in any calendar year—before 1 July in each succeeding calendar year.

  1. Members’ liabilities

The liability of a member to contribute towards the payment of the debts and liabilities of the Guild or the costs, charges and expenses of the winding up of the Guild is limited to the amount (if any) unpaid by the member in relation to membership of the Guild as required by section 9.

  1. Disciplining of members

(1)   If the committee is of the opinion that a member—

(a)    has persistently refused or neglected to comply with a provision of these rules; or

(b)    has persistently and wilfully acted in a manner prejudicial to the interests of the Guild;

the committee may, by resolution—

(c)    expel the member from the Guild; or

(d)    suspend the member from the rights and privileges of membership of the Guild that the committee may decide for a specified period.

(2)   A resolution of the committee under subsection 11 (1) is of no effect unless the committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under subsection 11 (3), confirms the resolution in accordance with this section.

(3)   If the committee passes a resolution under subsection 11 (1), the secretary must, as soon as practicable, serve a written notice on the member—

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

(b)    stating that the member may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice; and

(c)    stating the date, place and time of that meeting; and

(d)    informing the member that the member may do either or both of the following:

(i)   attend and speak at that meeting;

(ii)   submit to the committee at or before the date of that meeting written representations relating to the resolution.

(4)   Subject to section 50 of the Act, at a meeting of the committee mentioned in subsection 11 (2), the committee must—

(a)    give to the member mentioned in subsection 11 (1) an opportunity to make oral representations; and

(b)    give due consideration to any written representations submitted to the committee by that member at or before the meeting; and

(c)    by resolution decide whether to confirm or to revoke the resolution of the committee made under subsection 11 (1).

(5)   If the committee confirms a resolution under subsection 11 (4), the secretary must, within 7 days after that confirmation, by written notice inform the member of that confirmation and of the member’s right of appeal under section 12.

(6)   A resolution confirmed by the committee under subsection (4) does not take effect—

(a)    until the end of the period within which the member is entitled to appeal against the resolution if the member does not exercise the right of appeal within that period; or

(b)    if within that period the member exercises the right of
appeal—unless and until the Guild confirms the resolution in accordance with section 12 (4).

  1. Right of appeal of disciplined member

(1)   A member may appeal to the Guild in special general meeting against a resolution of the committee that is confirmed under section 11 (4), within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.

(2)   On receipt of a notice under subsection 12 (1), the secretary must notify the committee which must call a special general meeting of the Guild to be held within 21 days after the date when the secretary received the notice or as soon as possible after that date.

(3)   Subject to section 50 of the Act, at a special general meeting of the Guild called under subsection 12(2)—

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

(b)    the committee and the member must be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and

(c)    the members present must vote by secret ballot on the question of whether the resolution made under section 11 (4) should be confirmed or revoked.

(4)   If the meeting passes a special resolution in favour of the confirmation of the resolution made under section 11 (4), that resolution is confirmed.

 

Part 3 – Committee

  1. Powers of committee

The committee, subject to the Act, the regulation, these rules, and to any resolution passed by the Guild in special general meeting—

(a)    controls and manages the affairs of the Guild; and

(b)    may exercise all functions that may be exercised by the Guild other than those functions that are required by these rules to be exercised by the Guild in special general meeting; and

(c)    has power to perform all acts and do all things that appear to the committee to be necessary or desirable for the proper management of the affairs of the Guild.

  1. Constitution and membership

(1)   The committee consists of at least 7 members, each of whom must be elected under section 15 or appointed in accordance with subsection 14 (3), and who allocate among themselves the offices of vice president, treasurer and secretary.

(2)   Each member of the committee holds office, subject to these rules, until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

(3)   If the committee membership is less than 7 at any time, the remaining members of the committee, or, if there are no such members, the public officer, shall within two weeks appoint consenting members to the committee so as to bring its membership to seven. The member so appointed holds office, subject to these rules, until the conclusion of the next annual general meeting after the date of the appointment.

(4)   The committee may define and allocate among its members such additional offices as it sees fit, and it may re-allocate any office from time to time, with the exception of the office of president, which must be elected in accordance with section 15(3).

  1. Election of committee members

(1)   Nominations of candidates for election as members of the committee—

(a)    may  be made in writing, to the committee, up to one month prior to the annual general meeting; or

(b)    may be made verbally, at the annual general meeting.

(2)   The ballot for the election of committee members must be conducted at the annual general meeting in the way the committee may direct.

(3)   The ballot for the election of the office of president from the committee members must be conducted at the annual general meeting in the way the committee may direct.

(4)   A person is not eligible to simultaneously hold more than 1 of the following positions on the committee: president, vice-president, treasurer and secretary.

  1. Secretary

(1)   The secretary of the Guild must, as soon as practicable after being appointed as secretary, notify the Guild of his or her address.

(2)   The secretary must keep minutes of—

(a)    all elections and appointments of office-bearers and ordinary committee members; and

(b)    the names of members of the committee present at a committee meeting or a special general meeting; and

(c)    all proceedings at committee meetings and special general meetings.

(3)   Minutes of proceedings at a meeting must be approved by at least two committee members in attendance at the meeting at the next succeeding meeting, or as soon as practicable afterwards.

  1. Treasurer

(1)   The treasurer of the Guild must—

(a)    collect and receive all amounts owing to the Guild and make all payments authorised by the Guild; and

(b)    keep correct accounts and books showing the financial affairs of the Guild with full details of all receipts and expenditure connected with the activities of the Guild.

  1. Vacancies

(1)   For these rules, a vacancy in the office of a member of the committee happens if the member—

(a)    dies; or

(b)    ceases to be a member of the Guild; or

(c)    resigns the office; or

(d)    is removed from office under section 19 (Removal of committee members); or

(e)    becomes an insolvent under administration within the meaning of the Corporations Act; or

(f)    suffers from mental or physical incapacity; or

(g)    is disqualified from office under section 63 (1) of the Act; or

(h)    is absent without the consent of the committee from all meetings of the committee held during a period of 3 months.

  1. Removal of committee members

(1)   The committee may, by a three-quarters majority vote of the entire committee, and without regard to the resulting size of the committee, remove any member of the committee from the office of member of the committee before the end of the member’s term of office, and the committee shall immediately cause the removal to be communicated to that member in writing.

(2)   The Guild in special general meeting may by resolution, subject to section 50 of the Act, remove any member of the committee from the office of member of the committee before the end of the member’s term of office.

  1. Committee meetings and quorum

(1)   The committee must meet at least 3 times in each calendar year at the place and time that the committee may decide.

(2)   Additional meetings of the committee may be called by any member of the committee.

(3)   Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or any other period that may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.

(4)   Prior to a committee meeting, the Secretary will call for agenda items and notify committee members of the nature of the business to be transacted at that meeting. Other business  may be transacted at the meeting, as agreed by the committee members present at the meeting.

(5)   Any 4 members of the committee, including at least 1 of the president, vice president, treasurer or secretary, constitute a quorum for the transaction of the business of a meeting of the committee.

(6)   No business may be transacted by the committee unless a quorum is present and, if within half an hour after the time appointed for the meeting a quorum is not present, the meeting stands adjourned to the same place and at the same hour of the same day in the following week.

(7)   If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting is dissolved.

(8)   At meetings of the committee—

(a)    the president or, in the absence of the president, the vice-president, presides; or

(b)    if the president and the vice-president are absent—1 of the remaining members of the committee may be chosen by the members present to preside.

  1. Delegation by committee to subcommittee

(1)   The committee may, by a motion moved and recorded in the minutes of a committee meeting,  delegate to 1 or more subcommittees (consisting of the member or members of the Guild that the committee considers appropriate) the exercise of the functions of the committee that are specified in the minutes, other than—

(a)    this power of delegation; and

(b)    a function that is a function imposed on the committee by the Act, by any other Territory law, or by resolution of the Guild in special general meeting.

(2)   A function, the exercise of which has been delegated to a subcommittee under this section may, while the delegation remains unrevoked, be exercised from time to time by the subcommittee in accordance with the terms of the delegation.

(3)   A delegation under this section may be made subject to any conditions or limitations about the exercise of any function, or about time or circumstances, that may be specified in the instrument of delegation.

(4)   Despite any delegation under this section, the committee may continue to exercise any function delegated.

(5)   Any act or thing done or suffered by a subcommittee acting in the exercise of a delegation under this section has the same force and effect as it would have if it had been done or suffered by the committee.

(6)   The committee may, by a motion moved and recorded in the minutes of a committee meeting,, revoke wholly or in part any delegation under this section.

(7)   A subcommittee may meet and adjourn as it considers appropriate.

  1. Voting and decisions

(1)   Questions arising at a meeting of the committee or of any subcommittee appointed by the committee are decided by a majority of the votes of members of the committee or subcommittee present at the meeting.

(2)   Each member present at a meeting of the committee or of any subcommittee appointed by the committee (including the person presiding at the meeting) is entitled to 1 vote but, if the votes on any question are equal, the person presiding may exercise a second or casting vote.

(3)   Subject to section 20 (5), the committee may act despite any vacancy on the committee.

(4)   Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a subcommittee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or subcommittee.

Part 4 – Special general meetings

  1. Annual general meetings—holding of

(1)   With the exception of the first annual general meeting of the Guild, the Guild must, at least once in each calendar year and within 5 months after the end of each financial year of the Guild, call an annual general meeting of its members.

(2)   The Guild must hold its first annual general meeting—

(a)    within 18 months after its incorporation under the Act; and

(b)    within 5 months after the end of the first financial year of the Guild.

(3)   Subsections 23 (1) and 23 (2) have effect subject to the powers of the registrar-general under section 120 of the Act, in relation to extensions of time.

  1. Annual general meetings—calling of and business at

(1)   The annual general meeting of the Guild must, subject to the Act, be called on the date and at the place and time that the committee considers appropriate.

(2)   In addition to any other business that may be transacted at an annual general meeting, the business of an annual general meeting is—

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

(b)    to receive from the committee reports on the activities of the Guild during the last financial year; and

(c)    to elect members of the committee, including office-bearers; and

(d)    to receive and consider the statement of accounts and the reports that are required to be submitted to members under section 73 (1) of the Act.

(3)   An annual general meeting must be specified as such in the notice calling it in accordance with section 26 (Notice).

(4)   An annual general meeting must be conducted in accordance with the provisions of this part.

  1. Special general meetings—calling of

(1)   The committee may, whenever it considers appropriate, call a special general meeting of the Guild.

(2)   The committee must, on the requisition in writing of not less than 5% of the total number of members, call a special general meeting of the Guild.

(3)   A requisition of members for a special general meeting—

(a)    must state the purpose or purposes of the meeting; and

(b)    must be signed by the members making the requisition; and

(c)    must be lodged with the secretary; and

(d)    may consist of several documents in a similar form, each signed by 1 or more of the members making the requisition.

(4)   If the committee fails to call a special general meeting within 1 month after the date when a requisition of members for the meeting is lodged with the secretary, any 1 or more of the members who made the requisition may call a special general meeting to be held not later than 3 months after that date.

(5)   A special general meeting called by a member or members mentioned in subsection 25 (4) must be called as nearly as is practicable in the same way as special general meetings are called by the committee and any member who thereby incurs expense is entitled to be reimbursed by the Guild for any reasonable expense so incurred.

  1. Notice

(1)   Except if the nature of the business proposed to be dealt with at a special general meeting requires a special resolution of the Guild, the secretary must, provide notice to each member, at least 14 days before the date fixed for the holding of the special general meeting,  of the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

(2)   If the nature of the business proposed to be dealt with at a special general meeting requires a special resolution of the Guild, the secretary must, at least 21 days before the date fixed for the holding of the special general meeting, provide notice to each memberspecifying, in addition to the matter required under that subsection, the intention to propose the resolution as a special resolution.

(3)   No business other than that specified in the notice calling a special general meeting may be transacted at the meeting except, for an annual general meeting, business that may be transacted under section 24 (2).

(4)   A member desiring to bring any business before a special general meeting may give written notice of that business to the secretary who must include that business in the next notice calling a special general meeting given after receipt of the notice from the member.

  1. Special general meetings—procedure and quorum

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

(2)   Five members, or 10% of the members, whichever is greater, present in person (who are entitled under these rules to vote at a special general meeting) constitute a quorum for the transaction of the business of a special general meeting.

(3)   If within 30 minutes after the appointed time for the start of a special general meeting a quorum is not present, the meeting if called on the requisition of members is dissolved and in any other case stands adjourned to the same day in the following week at the same time and (unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated 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 a quorum is not present within 30 minutes after the time appointed for the start of the meeting, the members present (being not less than 3) constitute a quorum.

  1. Presiding member

(1)   The president, or in the absence of the president, the vice-president, presides at each special general meeting of the Guild.

(2)   If the president and the vice-president are absent from a special general meeting, the members present must elect 1 of their number to preside at the meeting.

  1. Adjournment

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

(2)   If a special general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the Guild stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(3)   Except as provided in subsections 29 (1) and 29 (2), notice of an adjournment of a special general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

  1. Making of decisions

(1)   A question arising at a special general meeting of the Guild is to be decided 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 person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Guild, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

(2)   At a special general meeting of the Guild, a poll may be demanded by the person presiding or by not less than 3 members present in person or by proxy at the meeting.

(3)   If the poll is demanded at a special general meeting, the poll must be taken—

(a)    immediately if the poll relates to the election of the person to preside at the meeting or to the question of an adjournment; or

(b)    in any other case—in the way and at the time before the close of the meeting that the person presiding directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

  1. Voting

(1)   Subject to subsection 31 (4), on any question arising at a special general meeting of the Guild a member has 1 vote only.

(2)   All votes must be given personally or by proxy but no member may hold more than 5 proxies.

(3)   A question shall only pass upon receiving a majority of votes in favour.

(4)   If the votes on a question at a special general meeting are equal, the person presiding is entitled to exercise a second or casting vote.

(5)   A member or proxy is not entitled to vote at any special general meeting of the Guild unless all money due and payable by the member or proxy to the Guild has been paid.

  1. Appointment of proxies

(1)   Each member is entitled to appoint another member as proxy by notice given to the secretary no later than the commencement of the meeting for which the proxy is appointed.

(2)   The notice appointing the proxy must be in the form set out in appendix 1.

 

Part 5 – Miscellaneous

  1. Funds—source

(1)   The funds of the Guild must be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Guild in special general meeting and subject to section 114 of the Act, any other sources that the committee decides.

(2)   All money received by the Guild must be deposited as soon as practicable and without deduction to the credit of the Guild’s bank account.

(3)   The Guild must, as soon as practicable after receiving any money, issue an appropriate receipt.

  1. Funds—management

(1)   Subject to any resolution passed by the Guild in special general meeting, the funds of the Guild must be used for the objects of the Guild in the way that the committee decides.

(2)   All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee who are signatories to the Guild’s bank account, as provided at 34(3).

(3)   Signatories to the Guild’s bank account must be members of the current committee, or the committee immediately preceding the current committee, who have not ceased to be members of the committee under section 18 or been removed from the committee under section 19.

  1. Alteration of objects and rules

Neither the objects of the Guild mentioned in section 29 of the Act nor these rules may be altered except in accordance with the Act.

  1. Common seal

(1)   The common seal of the Guild must be kept in the custody of the secretary.

(2)   The common seal must not be attached to any instrument except by the authority of the committee. The attaching of the common seal must be attested by the signatures of 2 members of the committee, at least 1 of whom must be the president, vice president, treasurer or secretary.

  1. Custody of books

Subject to the Act, the regulation and these rules, the secretary must keep in his or her custody or under his or her control all records, books, and other documents relating to the Guild.

  1. Inspection of books

The records, books and other documents of the Guild must be open to inspection at a place in the ACT, free of charge, by a member of the Guild at any reasonable hour.

  1. Service of notice

(1)   For these rules, a notice may be served by or on behalf of the Guild on any member either personally or by sending it by post to the member at the member’s address shown in the register of members or by electronic mail.

(2)   If a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document is taken for these rules, unless the contrary is proved, to have been served on the person at the time when the letter would have been delivered in the ordinary course of post.

  1. Surplus property

(1)   At the first special general meeting of the Guild, the Guild must pass a special resolution nominating—

(a)    another association for section 92 (1) (a) of the Act; or

(b)    a fund, authority or institution for section 92 (1) (b) of the Act;

in which it is to vest its surplus property in the event of the dissolution or winding up of the Guild.

An association nominated under subsection 40 (1) (a) must fulfil the requirements specified in section 92 (2) of the Act.

 

Appendix 1

(see section 31 (2))

Form of appointment of proxy

I, ………………………………………………………………………………………………………

(full name)

of ………………………………………………………………………………………………………

(address)

a member of the Canberra Speculative Fiction Guild Incorporated appoint

…………………………………………………………………………………………………………

(full name of proxy)

of ………………………………………………………………………………………………………

(address)

a member of the CSFG Incorporated, as my proxy to vote for me on my behalf at the special general meeting of the Guild (annual general meeting or other special general meeting, as the case may be) to be held on

………………………………………………………………………..

and at any adjournment of that meeting.

*My proxy is authorised to vote in favour of/against (delete as appropriate) the resolution (insert details). (* To be inserted if desired.)

…………………………………

(Signature of member appointing proxy)

Date …………………………..

Note         A proxy vote may not be given to a person who is not a member of the Guild.