5. MEMBERSHIP
5.1. TYPES
A person, scuba diving club or
organisation that supports the objectives of the association and agrees to
be bound by its rules shall be eligible for membership of the association.
The application for membership shall be made in writing, signed by the
applicant and the proposer and seconder. Upon acceptance of the application
by the committee and upon payment of the first annual subscription, the
applicant shall be a member of the association.
A scuba diving club or organisation
shall nominate its representative in writing.
5.2. SUBSCRIPTIONS
a) The subscription fees for membership shall be
such sum as the members shall determine in an annual general meeting.
b) The subscription fees shall be payable annually
on 1 July or at such other time as the committee shall determine.
c) Any member whose subscription is
outstanding for more than three months after the due date for payment
shall cease to be a member of the association, provided always that the
committee may reinstate the membership on such terms as it thinks fit.
5.3. RESIGNATION
A member may resign from membership of
the association by giving written notice thereof to the secretary or public
officer of the association. Any member so resigning shall be liable for any
outstanding subscriptions, which may be recovered as a debt due to the
association.
5.4. EXPULSION OF A MEMBER
a) Subject to giving a member an
opportunity to be heard or to make a written submission, the committee may
resolve to expel a member on a charge of misconduct detrimental to the
interests of the association.
b) Particulars of the charge shall
be communicated to the member at least one calendar month before the
meeting of the committee at which the matter will be determined.
c) The determination of the
committee shall be communicated to the member and, in the event of an
adverse determination, the member shall, subject to sub rule (d), cease to
be a member 14 days after communication of the determination to them.
d) It shall be open to the member to
appeal to the committee in a meeting against the expulsion. The intention
to appeal shall be communicated to the Secretary or Public Officer of the
association within 14 days after the determination of the association has
been communicated to a member.
e) In the event of an appeal under
sub rule (d), the appellant’s membership of the association shall not be
terminated unless the determination of the committee to expel the member
is upheld by the members of the association in general meeting after the
appellant has been heard by the members of the association and, in such
event, membership will be terminated at the date of the general meeting at
which the determination of the committee is upheld.
5.5. REGISTER OF MEMBERS
A register of members must be kept and contain:
a) The name and address of each
member;
b) The date on which each member was
admitted to the association;
And, if applicable,
c) The date of and reason(s) for
termination of membership.
6. THE COMMITTEE
6.1. POWERS AND DUTIES
a) The affairs of the association
shall be managed and controlled by a committee which, in addition to any
powers and authorities conferred by these rules, may exercise all such
powers and do all such things as are within the objects of the
association, and are not by the Act or by these rules required to be done
by the association in general meetings.
b) The committee has the management
and control of the funds and other property of the association.
c) The committee shall have the
authority to interpret the meaning of these rules and any other matter
relating to the affairs of the association on which these rules are
silent.
d) The committee may appoint a
public officer as required by the Act.
6.2. APPOINTMENT
a) The committee shall be comprised
of a President, Vice President, Secretary, Treasurer, and at least two
Committee Members. A member of the committee shall be a natural person.
b) The President shall preside at
all meetings of the association and the committee. In his or her absence,
the Vice President shall carry out his or her duties, or such other
officer or member elected by the members present at that meeting.
c) The Vice President shall assist
the President in executing his or her duties and other duties as the
committee sees fit.
d) The Secretary shall maintain an
accurate record of the affairs of the association and take minutes at
meetings and receive and send all correspondence.
e) The Treasurer shall maintain an
accurate account of the receipts and expenditure of the association. Any
debts or liabilities incurred by authority of the committee may be paid by
the Treasurer who shall submit a list of such payments at the next
succeeding committee meeting for confirmation. All cheques shall be drawn
by the Treasurer and shall be signed jointly by any two of the President,
Vice President, Secretary or Treasurer.
f) The Committee Members shall
assist the President, Vice President, Secretary, and Treasurer in any
duties that the committee sees fit.
g) The members of the committee
shall be elected at an annual general meeting of the association and hold
office until the next annual general meeting of the association. At this
time, the members of the committee shall retire. A retiring committee
member shall be eligible to stand for re-election. No person shall be
eligible to stand for election unless they are an individual financial
member, or a delegate of a financial club or organisation member of the
association, and have been nominated and seconded by financial members.
h) The committee may appoint a
person to fill a casual vacancy, and such a committee member shall hold
office until the next annual general meeting of the association.
i) To be eligible to hold any
position in the association, the nominee has to be an individual financial
member or a nominated representative of a financial member scuba diving
club or financial member organisation.
6.3. PROCEEDINGS OF COMMITTEE
a) The Committee shall meet together
for the dispatch of business at least monthly, or at other times that the
Committee or President shall decide.
b) Questions arising at any meeting
of the committee shall be decided by resolution or, if requested, a
ballot. In the event of equality of votes, the President shall have a
casting vote.
c) Any meeting consisting of four
committee members shall constitute a quorum.
d) A member of a committee having a
direct or indirect pecuniary interest in a contract or proposed contract
with the association must disclose the nature and extent of that interest
to the committee as required by the Act, and shall not vote with respect
to that contract or proposed contract. The member of the committee must
disclose the nature and extent of his or her interest in the contract at
the next annual general meeting of the association.
6.4. DISQUALIFICATION OF COMMITTEE MEMBERS
The office of a committee member shall become vacant
if that committee member is:
a) Disqualified from being a
committee member by the Act.
b) Expelled as a member under these
rules.
c) Permanently incapacitated by ill
health.
d) Absent without apology from more
than four meetings in a financial year.
7. THE SEAL
a) The association shall have a
common seal upon which its corporate name shall appear in legible
characters.
b) The seal shall not be used
without the express authorisation of the committee, and every use of the
seal shall be recorded in the minute book of the association. The affixing
of the seal shall be witnessed by any two jointly of the President, Vice
President, Secretary or Treasurer.
8. GENERAL MEETINGS
8.1. ANNUAL GENERAL MEETINGS
a) The committee shall call an
annual general meeting in accordance with the Act and these rules.
b) There shall be an Annual General
Meeting of the association within 45 days of the 30th of June, at which
the office bearers shall be elected by ballot of the financial members
present, or by proxy, or by voting in writing by post. Notice of the date
of the Annual General Meeting must be circulated to financial members at
least one calendar month before the meeting.
c) The order of business at the
meeting shall be:
1) The confirmation of the minutes of the previous
annual general meeting and of any special general meeting held since
that meeting.
2) The consideration of the accounts and reports
of the committee and the auditor’s report.
3) The election of committee members.
4) The appointment of auditors if required.
5) Any other business requiring consideration by
the association.
8.2. SPECIAL GENERAL MEETINGS
a) The committee may call a special
general meeting of the association at any time.
b) Upon a requisition in writing,
the committee shall, within one month of the receipt of the requisition,
convene a special general meeting for the purpose specified in the
requisition.
c) Every requisition for a special
general meeting shall be signed by the relevant members and shall state
the purpose of the meeting.
d) If a special general meeting is
not convened within one month, as required by 8.2 above, the requisitions,
or at least 50% of their number, may convene a special general meeting.
Such a meeting shall be convened in the same manner as nearly as practical
as a meeting convened by the committee, and for this purpose the committee
shall ensure that the requisitions are supplied free of charge with
particulars of the members entitled to receive a notice of meeting. The
reasonable expenses of convening and conducting such a meeting shall be
borne by the association.
8.3. NOTICE OF GENERAL MEETINGS
a) Subject to 8.3b, at least 14 days
notice of any general meeting shall be given to members. The notice shall
set our where and when the meeting will be held, and particulars of the
nature and order of the business to be transacted at the meeting.
b) Notice shall be given at least 21
days prior to the date of any meeting in
which a special resolution is to be proposed.
c) The association may give a notice
to any member by serving the member with the notice personally, or by
sending it by post to the address appearing in the register of members.
d) When a notice is sent by post:
The service is effected by properly addressing,
prepaying and posting a letter or packet containing the notice;
and, unless the contrary is proved,
Service will be taken to have been effected at the
time at which the letter or packet would be delivered in the ordinary
course by post.
8.4. PROCEEDINGS AT GENERAL MEETINGS
a) Four members shall constitute a
quorum for the transaction of business at any general meeting.
b) If within 30 minutes after the
time appointed for the meeting a quorum of members is not present, a
meeting convened upon the requisition of members shall lapse. In any other
case, the meeting shall stand adjourned to the same day in the next week,
at the same time and place and if at such adjourned meeting a quorum is
not present within 30 minutes of the time appointed for the meeting the
members present should form a quorum.
c) Subject to 8.4d, the President
shall preside as chairman at a general meeting of the association.
d) If the President is not present
within five minutes after the time appointed for holding the meeting, or
he or she is present but declines to take, or retires from the chair, the
members may choose a committee member or one of their own number to be a
chairperson of that meeting.
8.5. VOTING AT GENERAL MEETINGS
a) Subject to these rules, each
committee member and every member of the association has only one vote at
a meeting of the association. In the event of equality of votes, the
President or, in his or her absence, the chairman shall have a casting
vote.
b) Subject to these rules, a
question for decision at a general meeting, other than a special
resolution, must be determined by a majority of members who vote in person
or, where proxies are allowed, by proxy, at that meeting.
c) Unless a poll is demanded by at
least four members, a question for decision at a general meeting must be
determined by a show of hands.
d) A member being a club or
organisation shall be entitled to appoint one person as a delegate to
represent it at a particular general meeting or at all general meetings of
the association. The club or organisation member shall appoint that person
by a resolution of its board, which may be authenticated under its seal.
Such a person shall be deemed to be a member of the association for all
purposes until the authority to represent the club or organisation member
is revoked.
e) Persons from member clubs or
organisations attending meetings in addition to the appointed delegate
will only be acting as observers and, as such, they are unable to vote on
any matters.
8.6. POLL AT GENERAL MEETINGS
a) If a poll is demanded by at least
4 members, it must be conducted in a manner specified by the person
presiding and the result of the poll is the resolution of the meeting on
that question.
b) A poll demanded for the election
of a person presiding or on a question of adjournment must be taken
immediately, but any other poll may be conducted at any time before the
close of the meeting.
8.7. SPECIAL AND ORDINARY RESOLUTIONS
a) A special resolution is a special
resolution as defined in the Act.
b) An ordinary resolution is a
resolution passed by a simple majority at a committee or general meeting.
8.8. PROXIES
A member shall be entitled to appoint
in writing a natural person to be their proxy and attend and vote at any
general meeting of the association.
9. MINUTES
a) Proper minutes of all proceedings
of general meetings of the association and of meetings of the committee
shall be entered within one month after the relevant meeting.
b) The minutes kept pursuant to this
rule must be confirmed by the members of the association or the members of
the committee at a subsequent meeting.
c) The minutes kept pursuant to this
rule shall be signed by the chairperson of the meeting at which the
proceedings took place or by the chairperson of the next succeeding
meeting at which the minutes are confirmed.
d) Where minutes are entered and
signed they shall, until the contrary is proved, be evidence that the
meeting was convened and duly held, that all proceedings held at the
meeting shall be deemed to have been duly held, and that all appointments
made at a meeting shall be deemed to be valid.
10. DISPUTE RESOLUTION
The dispute resolution procedure set out in this rule
applies to disputes under these rules between –
1) A member and another member.
2) A member and the association.
a) 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 the
parties.
b) If the parties are unable to
resolve the dispute at the meeting, the parties may choose to meet and
discuss the dispute before an independent third person agreed to by the
parties.
c) In this rule "member"
includes any person who was a member not more than six months before the
dispute occurred.
11. FINANCIAL REPORTING
11.1. FINANCIAL YEAR
The financial year of the association shall be the
period ending on the 30th of June.
11.2. ACCOUNTS TO BE KEPT
The association shall keep and retain such accounting
records as are necessary to correctly record and explain the financial
transactions and financial position of the association in accordance with
the Act.
11.3. ACCOUNTS & REPORTS TO BE LAID BEFORE MEMBERS
The accounts, together with the auditor’s report on
the accounts, the committee’s statements and the committee’s report,
shall be laid before members at the annual general meeting.
11.4. APPOINTMENT OF AUDITOR
