Our Constitution
Rules or Purpose
1. The name of the incorporated association is:
Scottish Clans and Associations Council Inc. (in these rules
called The Council)
2. Statement of purposes
(1) Promote solidarity and self value in the Scottish Australian community.
(2) Encourage the formation and strengthening of clan societies and other Scottish Associations.
(3) Present Scottish culture to the Australian community.
(4) Encourage the celebration of their Scottish culture by members.
(5) To be one voice to the general public and government on behalf of Scottish clans and associations
who are members of The Council.
(6) To abide by the Victorian Associations Incorporated Act (1981).
3. Definitions
In these rules, unless the contrary intention appears -
"Act" means the Associations Incorporation Act Victoria 1981;
"Associate Member" means an individual not affiliated with one
of the member societies and seeking to maintain and foster participation
in Scottish and Celtic activities;
"Committee" means the committee of management of Scottish Clans
and Associations Council Inc.;
"Financial Year" means the year ending 31st January;
"Member" means a member who has paid an annual subscription to
The Council;
"The Council" means Scottish Clans and Association Council Inc.
4. Alteration of the rules
These rules and the statement of purposes shall not be altered
except in accordance with the Act.
5. Membership
(1) The two categories of membership are: Full Membership and
Associate Membership.
(a) Full Membership is open to a Scottish clan or
other Scottish
Society/Association;
(b) Associate Membership is open to an individual,
not affiliated with any of the member
societies/associations, who has paid a reduced
annual subscription to The Council but does not have voting rights
at a general meeting.
(2) An application for membership shall be on the prescribed
form as set out in Appendix A and lodged
with the Secretary.
(3) A clan society/association or person who applies and is
approved for membership as provided
in these rules is eligible to be a member on
payment of the annual subscription payable under these rules.
(4) As soon as practicable after the receipt of an application,
the Secretary must refer the application to the
committee.
(5) The committee must determine whether to approve or reject
the application.
(6) Upon an application being approved by the committee the
Secretary must, as soon as
practicable -
(a) notify the applicant in writing of the approval
for membership; and
(b) request payment within 28 days after receipt of
the notification of the sum payable under
these rules as the first year's annual
subscription.
(7) The committee reserves the right to refuse membership to an
applicant.
(8) If the committee rejects an application, the committee must,
as soon as practicable,
notify the applicant in writing that the application has been
rejected. .
6. Register of Members
The Secretary must keep and maintain a register of members
containing the name, address and contact details of each member.
7. Ceasing membership
A member may resign by giving one month's notice in writing to
the Secretary of intention to resign. Unless in special
circumstances, a membership fee previously paid is not
refundable.
8. Discipline, suspension and expulsion of members
(1) If the committee 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 Council, the committee may by
resolution-
(a) suspend that member from membership for a
specific period; or
(b) expel that member from membership of The
Council.
(2) Any membership fee previously paid is not refundable.
9. 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 both 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 committee 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 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; and
(b) allow due consideration by all parties of any
written statement
submitted by any party; and
C ensure that natural justice is accorded to the
parties to the dispute throughout the
mediation process.
(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.
10 Annual general meetings
(1) The Council shall hold an annual general meeting of members.
(2) The committee may determine the date, time and place of the
annual general meeting.
(3) The annual fee of membership for the following year shall be
voted upon at each annual general meeting.
(4) Members must receive at least one month notice of annual
general meeting.
(5) Each financial member association is entitled to
representation, with voting rights, by a
maximum of two delegates at each annual and general
meeting.
(6) Quorum at an annual general meeting shall be one quarter of
the delegates entitled to be present.
(7) Associate members cannot vote at an annual general meeting.
11. Committee of management
(1) The affairs of The Council shall be managed by a committee
of management.
(2) The committee shall consist of members, including associate
members, who will have voting rights in committee.
(3) Nominations for committee shall be on the prescribed form
Appendix B.
(4) Except in the inaugural year, when half will be elected for
one year, a committee member shall
be appointed for a period of two years from the date of
election.
(5) Four positions become vacant at the annual general meeting
each year.
(6) Unless in exceptional circumstances the Secretary and
Treasurer shall not be the same person.
(7) The position of President shall become vacant in the
alternative year to the Vice-President.
(8) The position of Secretary shall become vacant in the
alternate year to the Treasurer.
(9) The election of four committee vacancies, including the
President or Vice- President; Secretary or Treasurer,
shall be conducted each year at the annual
general meeting in such manner as the committee may direct.
(10) Committee positions shall be honorary and comprise:
(a) President
(d) Treasurer
(b) Vice - President
(e) Public Officer
(c) Secretary
(f) Four other members
(11) The public officer shall, unless otherwise determined by
the committee of management, be the person
elected as Secretary.
(12) In the event of a casual vacancy in any office referred to
in sub-rule (10), the committee may appoint one
of its members to the vacant office and the member
appointed may continue in office until up to and including the
conclusion of the annual general meeting next following the date of the
appointment.
(13) Except in special circumstances, no committee person shall
serve more than six continuous years in the same
position.
12. Vacancies
The office of an Officer of the Association, or of an ordinary
member of the committee, becomes vacant if the officer or member-
(a) ceases to be a member of the Association; or
(b) becomes an insolvent under administration within
the meaning of the Corporations
Law; or
(c) resigns from office by notice in writing given to
the Secretary.
13. Election of committee of management
(1) A candidate must be affiliated with a member clan society,
Scottish association or be an
associate member.
(2) Candidates must be nominated and seconded in writing and the
nominators and seconders must be affiliated with member clan society,
Scottish association or associate member. Each must sign the nomination
form (Appendix B); accompanied by the written consent of the candidate.
(3) The nomination form must be delivered to the Secretary not
less than fourteen Days before the
date fixed for holding the annual general
meeting.
(4) Members must be notified of nominations not less than seven
days prior to the date for election, including the
date of posting.
(5) If the number of nominations exceeds the number of vacancies
on the day of the annual general meeting, a ballot
shall be held.
(6) In the event that vacancies exceed nominations, nominations
may be accepted from the floor at
the annual general meeting.
(7) If a ballot is required, it must be held at that annual
general meeting, in such usual and proper manner
as directed by the chairperson.
14. Meetings of the committee
(1) The committee must meet at least four times each year at
such time and place as the committee may determine.
(2) Additional meetings of the committee may be convened by the
President or by any five members of the committee.
(3) The committee may at any time co-opt the services of any
other person with relevant qualifications that will
be of benefit to The Council.
(4) Any five members of the committee constitute a quorum for
the conduct of the business of a meeting of the
committee.
15. Notice of general meetings
(1) The Secretary of the Association, 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
transfer.
(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, or by electronic transmission,
the Secretary of that business, who must include
that business in the notice calling the next general meeting.
16. 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 members personally present (being members entitled
under these Rules to vote at a general meeting)
constitutes 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-
(i) in the case of a meeting convened upon the
request of members- - the meeting
must be dissolved; and
(ii) 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 3) shall be a quorum.
17. 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 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.
18. Adjournment of meetings
(1) The person presiding may, with the consent of a majority of
members present at 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 15 (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.
19. Voting at general meetings
(1) Upon any question arising at a general meeting of the
Association, a member has voting rights as set
out in rule 10 (5).
(2) All votes must be given personally or by proxy.
(3) In the case of an equality of voting on a question, the
Chairperson of the meeting is entitled to exercise a
second or casting vote.
(4) A member is not entitled to vote at a general meeting unless
all monies due and payable by the member of the
Association have been paid, other than the
amount of the annual subscription payable in respect of the
current financial year.
20. 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.
21. Manner of determining whether resolution carried
If a question arising at a general meeting of the Association is
determined on a show of hands-
(a) a declaration by the Chairperson that a resolution has been-
(i) carried; or
(ii) carried unanimously; or
(iii) carried by a particular majority; or
(iv) lost; and
(b) 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.
22. Proxies
(1) Each member is entitled to appoint another member as a proxy
by notice given to the Secretary no later than 24 hours before
the time of the meeting in respect of which the proxy is
appointed.
(2) The notice appointing the proxy must be in the form set out
in Appendix C.
23. Minutes of meeting
(1) The secretary must keep minutes of the resolutions and
proceedings of each committee meeting,
together with a record of the names of persons
present at committee meetings.
(2) A copy of minutes to be circulated to members within
fourteen days of each committee
meeting.
24. Seal
(1) The common seal of the Association must be kept in the
custody of the Secretary.
(2) The common seal must not be affixed to any instrument except
by the authority of the committee
and the affixing of the common seal must be attested by
the signatures either of two members of the committee or, of one
member of the committee and of the public officer of the Association.
25. Executive Committee
(1) The management committee may authorize the formation of an
executive committee to handle day to day activities.
(2) The executive committee shall consist of four committee
members; the president, vice - president,
secretary and treasurer.
(3) At least two executive committee members shall form a
quorum.
26. Funds
(1) The treasurer shall;
(a) collect and receive all moneys due to The
Council and make all payments
authorized by The Council; and
(b) maintain correct accounts and books showing the
financial affairs of The Council with
full details of all receipts and expenditure
connected with the activities of The Council.
(2) All cheques, drafts, bills of exchange, promissory notes and
other negotiable instruments must be signed by
two members of the committee.
(3) The funds of the Association shall be derived from entrance
fees, annual subscriptions, donations and such other
sources as the committee determines.
(4) Accounts shall be audited and presented to an annual general
meeting.
27. 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.
(3) A member may make a copy of any accounts, books, securities
and any other relevant documents of the
Association.
28. Special general meeting
(1) In addition to the annual general meeting, the committee may
whenever it thinks fit, convene a special meeting of
The Council.
(2) The committee shall, on the requisition and signatures in
writing of members representing not less
than 5% of the total number of members, convene a
special general meeting, within one month at a time and place
determined by the committee.
(3) Members must receive at least twenty one days notice of a
special general meeting.
(4) Quorum shall be one quarter of the delegates entitled to be
present.
29. Patron
Members at an annual general meeting may, with the consent of
the nominated person, vote to elect a patron. The election of a
patron is not mandatory.
30. Winding up
In the event of winding up, or the cancellation of the
Incorporation of The Council, the assets must be disposed of in
accordance with the provisions of the Act.
APPENDIX A
Scottish clans and Associations Council Inc.
APPLICATION FOR MEMBERSHIP
I,...................................
(name and occupation if an individual, or clan or
associations name)
of ....................................
(address)
desire to become a member/associate* member of Scottish Clans and
Associations Council Inc.
In the event of my admission, I agree to be bound by the rules of The
Council for the time being in force.
...............
Signature of applicant
Date........
I...................................
nominate the applicant for associate/membership* to the Scottish Clans and
Associations Council Inc.
Signature of
Proposer................
Member of Scottish Clans and
Associations Council Inc.
Date................
I...................................
second the nomination of (applicant).....................
Signature of
Seconder................
Member of Scottish Clans and
Associations Council Inc.
Date................
*Nominate category
APPENDIX B
Scottish clans and Associations Council Inc.
NOMINATION FOR APPOINTMENT TO COMMITTEE OF MANAGEMENT
I hereby nominate........................
a member of The Council.....................
for the office of.........................
Proposed by..........................
Date.......
Seconded by..........................
Date........
Signature of nominee........................
Date........
APPENDIX C
APPOINTMENT OF PROXY FOR MEETING OF
SCOTTISH CLANS AND ASSOCIATIONS COUNCIL Inc.
I....................................
(name)
of...................................
(address)
being a member of Scottish Clans and Associations Council Inc.
appoint.................................
(name of proxy holder)
of...................................
(address of proxy holder)
being a member of that Incorporated Association, as my proxy to vote for me
on my behalf at the annual/special* general meeting of the Association to be
held on
.................
(date of meeting)
My proxy is authorized to vote in favour of/against** the following
resolution (insert details of resolution)
..................
Signed
Date
*Nominate meeting
** Nominate vote