BYLAWS OF THE AUSTRALIAN NATURAL SAUSAGE CASINGS ASSOCIATION INC.
ANSCA By Laws &
Membership Form
(3,011 KB)
ABN 19929800844
REGISTRATION NUMBER A0018337P
The name of the incorporated association is
(in these Rules called "the Association").
2
Purpose
(1)
To progress development and expansion of Australian natural sausage
casing.
(2)
To support trade of wholesome natural casings world wide
(3)
To act as official liaison between the natural sausage casing
industry and governmental bodies and agencies by representing the industry and
presenting the opinions and sentiments of members through the efforts of this
Association.
(4)
To promote sausage maker and consumer awareness of natural casings on
the Australian market
(5)
To encourage consumption of natural casings on the Australian market.
(6)
To collect and disseminate accurate information as may serve to
benefit each member of the Association.
(7)
To advance dialogue with other trade associations Inside
(8)
To advance dialogue with other trade associations of its kind outside
3 Definitions
In these Rules, unless the contrary intention
appears,
casings
includes a
reference to green runners
committee means the
Chairperson, Secretary and Treasurer;
financial year means the year
ending on 30 June;
general meeting is a meeting
convened in accordance with rule 12;
member
means a member
of the Association;
Regulations means
regulations under the Act;
the Act
means the
Associations Incorporation Act 1981.
(2) In these Rules, a
reference to the Secretary of an Association is a reference,
(a) if a person holds office
under these Rules as Secretary of the Association,to that person; and
(b) in any other case, to the
public officer of the Association.
(1) These Rules and the
statement of purposes of the Association must not be altered except in
accordance with the Act.
5 Classes of Membership
(1)
Regular Membership Any firm,
corporation or clearly definable operating unit thereof, which is primarily
engaged in the import, export, processing, brokerage or distribution of natural
casings, provided at least one of these functions is performed within Australia
is eligible for regular membership. Membership carries with it an obligation by
each firm to participate in and contribute to the activities of the
organisation. Failure to do so may result in reconsideration of membership.
(2)
Multiple
Membership
Any two firms,
corporation or clearly definable operating unit thereof, who are eligible for
regular membership but which have the same ownership are eligible for multiple
membership. Multiple members may appoint an additional member for each of its
business units however such appointments shall not increase a multiple members
voting power. That is Multiple
members shall have one vote at meetings of the Association.
(3)
Associate
Membership
Any individual, firm, corporation or clearly definable operating unit
of a firm or corporation, including an international processor, broker, or
distributor of natural casings, and a domestic or international supplier, that
is not eligible for regular membership, is eligible for associate membership but
only for so long as such related activity shall continue. Associate members
shall have all the rights and privileges of members except:
(a)
The right to vote in affairs of the Association;
(b) The right to serve on the
committee of the association;
(1) An application of a person
for membership of the Association must,
(a) be made in writing in the
form set out in Appendix 1; and
(b) be lodged with the Secretary of the Association.
(c) be accompanied by the payment of the entrance fee and first years
annual subscription.
(2) As soon as practicable
after the receipt of an application, the Secretary must refer the application to
the members for approval in general meeting.
(3) The members must determine
whether to approve or reject the application within a reasonable time.
(4) If the members approve an
application for membership, the Secretary must, as soon as practicable,
(a) notify the applicant in
writing of the approval for membership; and
(b) deposit the sum payable under these Rules as the entrance fee and the
first year's annual subscription.
(c) enter the applicant's name in the register of members.
(5) An applicant for
membership becomes a member and is entitled to exercise the rights of membership
when his or her name is entered in the register of members.
(6) A person must not be
admitted to membership unless,
(a) he or she makes payment of
the entrance fee and annual subscription payable under these Rules; and
(b) the admission as an
eligible member is approved by the members in general meeting.
7 Rejection of
membership
(1) If the members rejects an
application, the secretary must, as soon as practicable, notify the applicant in
writing that the application has been rejected.
8 Entrance fees and
subscriptions
(1) The entrance fee is the
relevant amount set out in Appendix 4.
(2) The annual subscription is
the relevant amount set out in Appendix 4 and is payable in advance on or before
1 August in each year.
(3) The Treasurer shall report
to the members all members who have not paid any dues, assessments or other
charges within28 days of mailing them of an invoice thereof, and such members
shall be deemed not to be in good standing and a decision may be taken by the
members to strike them from the register of members.
(1) The Secretary must keep
and maintain a register of members containing,
(a) the name and address of
each member; and
(b) the date on which each
member's name was entered in the register.
(2) The register is available
for inspection free of charge by any member upon request.
(3) A member may make a copy
of entries in the register.
(1) A member of the
Association who has paid all moneys due and payable by a member to the
Association may resign from the Association by giving one month's notice in
writing to the Secretary of his or her intention to resign.
(2) After the expiry of the
period referred to in subrule (1),
(a) the member ceases to be a
member; and
(b) the Secretary must record
in the register of members the date on which the member ceased to be a member.
11
Discipline, suspension and expulsion of members
(1) Subject to these Rules, if
the members are of the opinion that a member has refused or neglected to comply
with these Rules, or has been guilty of conduct unbecoming a member or
prejudicial to the interests of the Association, the members may by resolution
in general meeting:,
(a) suspend that member from
membership of the Association for a specified period; or
(b) expel that member from the
Association.
(2) The Secretary must, as
soon as practicable, cause to be given to the member a written notice,
(a) setting out the resolution
to be put to the members in general meeting and the grounds on which it is
based; and
(b) stating that the member,
or his or her representative, may address the members at a meeting to be held
not earlier than 14 days and not later than 28 days after the notice has been
given to that member; and
(c) stating the date, place
and time of that meeting; and
(d) informing the member that
he or she may do one or both of the following,
(i) attend that meeting, at
which the member will be given an opportunity to be heard;
(ii) give to the committee
before the date of that meeting a written statement, which will be circulated to
the members for them to give due consideration.
(3) At a general meeting of
the Association convened under subrule (2),
(a) the member, or his or her
representative, must be given an opportunity to be heard; and
(d) the members present must
vote by secret ballot on the question whether the resolution should be confirmed
or revoked.
(4) A resolution is confirmed
if, at the general meeting, not less than two-thirds of the members vote in
person, or by proxy, in favour of the resolution.
In any other case, the resolution is revoked.
(1) The grievance procedure
set out in this rule applies to disputes under these Rules between,
(a) a member and another
member; or
(b) a member and the
Association.
(2) The parties to the dispute
must meet and discuss the matter in dispute, and, if possible, resolve the
dispute within 14 days after the dispute comes to the attention of all of the
parties.
(3) If the parties are unable
to resolve the dispute at the meeting, or if a party fails to attend that
meeting, then the parties must, within 10 days, hold a meeting in the presence
of a mediator.
(4) The mediator cannot be a
member who is a party to the dispute.
(5) The parties to the dispute
must, in good faith, attempt to settle the dispute by mediation.
(6) The mediator, in
conducting the mediation, must ensure that natural justice is accorded to the
parties to the dispute throughout the mediation process.
(7) The mediator must not
determine the dispute.
(8) 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.
(1) The committee may
determine the date, time and place of the annual general meeting of the
Association.
(2) The notice convening the
annual general meeting must specify that the meeting is an annual general
meeting.
(3) The ordinary business of
the annual general meeting shall be,
(a) to confirm the minutes of
the previous annual general meeting and of any general meeting held since that
meeting; and
(b) to receive from the
committee reports upon the transactions of the Association during the last
preceding financial year; and
(c) to elect officers of the
Association and the ordinary members of the committee; and
(d) to receive and consider
the statement submitted by the Association in accordance with section 30(3) of
the Act.
(4) The annual general meeting
may conduct any special business of which notice has been given in accordance
with these Rules.
(1) In addition to the annual
general meeting, the committee may, whenever it thinks fit, convene an ordinary
general meeting of the Association.
(2) All general meetings other
than the annual general meeting are ordinary general meetings.
(3) A telephone conference may
constitute a meeting provided appropriate notice is given to all members as per
these Rules.
(4) The Association may act
through electronic means such as telecopied transmission of votes.
(5) If, but for this subrule,
more than 15 months would elapse between annual general meetings, the committee
must convene a special general meeting before the expiration of that period.
All business
that is conducted at a special general meeting and all business that is
conducted at the annual general meeting, except for business conducted under the
rules as ordinary business of the annual general meeting, is deemed to be
ordinary business.
(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 email transmission.
(3) 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.
(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) Four members personally
present (being members entitled under these Rules to vote at a general meeting)
constitute a quorum for the conduct of the business of a general meeting.
(3)
If, within half an hour after the appointed time for the
commencement of a general meeting, a quorum is not present the meeting may
continue but all business and resolutions passed do not take effect until the
minutes of the meeting are submitted to the membership for approval or
rejection, either by mail, fax or email. A simple majority of members shall be
sufficient for this action to be deemed to take effect.
18
Presiding at general meetings
(1) The Chairperson, or in
their absence, the Secretary or Treasurer, shall preside as Chairperson at each
general meeting of the Association.
(2) If the Chairperson,
Secretary and Treasurer are absent from a general meeting, or are unable to
preside, the members present must select one of their number to preside as
Chairperson.
(1) Upon any question arising
at a general meeting of the Association, a member company has one vote only.
Multiple members or regular members may appoint (from within its staff) an
additional or alternative representative to attend the meeting however such
attendance shall not increase a member's voting power.
(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 moneys due and payable by the member to
the Association have been paid, other than the amount of the annual subscription
payable in respect of the current financial year.
(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.
21
Manner of determining whether resolution carried
(1) If a question arising at a
general meeting of the Association is determined on a show of hands, 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.
(1) Each member is entitled to
appoint another member as a proxy by notice given to the Secretary no later than
the commencement time of the meeting in respect of which the proxy is appointed.
(1) The affairs of the
Association shall be managed by the committee of management.
(2) Subject to section 23 of
the Act, the committee shall consist of,
(a) the officers of the
Association;
each of whom shall be elected at the annual general
meeting of the Association in each year.
(3) The committee,
(a) shall control and manage
the business and affairs of the Association; and
(b) may, subject to these
Rules, the Act and the Regulations, exercise all such powers and functions as
may be exercised by the Association other than those powers and functions that
are required by these Rules to be exercised by general meetings of the members
of the Association; and
(c) subject to these Rules,
the Act and the Regulations, has power to perform all such acts and things as
appear to the committee to be essential for the proper management of the
business and affairs of the Association provided it does not commit the
organisation to a sum in excess of $2,000 without the approval of the members in
general meeting.
(1) The officers of the
Association shall be,
(a) a Chairperson;
(b) a Treasurer; and
(c) a Secretary.
(2) Each officer of the
Association shall hold office until the annual general meeting next after the
date of his or her election but is eligible for re‑election.
(3) In the event of a casual
vacancy in any office referred to in subrule (1), the committee may appoint one
of its members to the vacant office and the member appointed may continue in
office up to and including the conclusion of the annual general meeting next
following the date of the appointment.
25 Duties of officers
(1)
Chairperson - The Chairperson
of the Association shall:
(a) preside over all meetings
of the Association;
(b) serve as the official
liaison between the Association and external parties such as government
authorities and other like minded casings associations,
(c) exercise general
supervisory authority over the Association.
(d) President may, with the
approval of the Committee, delegate any of these functions.
(2)
Treasurer - The Treasurer of
the Association shall:
(a) maintain all bank accounts
and
collect
and receive all moneys due to the Association and make all payments authorised
by the Association; and
(b) 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.
(b) ensure the Members receive
regular financial statements and that the Association's financial policies are
being followed.
(d) annually submit the
Accounts of the Association to a certified public accountant designated by the
Members..
(3)
Secretary - The Secretary of
the Association shall:
(a) maintain the records of
the association with Consumer Affairs Victoria
(b) maintain custodianship of
the common seal of the Association
(c) keep minutes of all
meetings of the members and of the Committee.
(d) maintain and keep
possession of the register of members and must allow members to inspect it on
request
(d) conduct official
correspondence and maintain a file of current records.
(1) Nominations of candidates
for election as officers of the Association may be received at the annual
general meeting and are not deemed to take effect without a seconder and the
consent of the candidate.
(2) A candidate may only be
hold one office.
(3) If the number of
nominations received is equal to the number of vacancies to be filled, the
persons nominated shall be deemed to be elected.
(5) If the number of
nominations exceeds the number of vacancies to be filled, a ballot must be held.
(6) The ballot for the
election of officers and ordinary members of the committee must be conducted at
the annual general meeting in such manner as the committee may direct.
The office of an officer of the Association 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 Act; or
(c) resigns from office by
notice in writing given to the Secretary.
28
Removal of committee member
(1) The Association in general
meeting may, by resolution, remove any member of the committee before the
expiration of the member's term of office and appoint another member in his or
her place to hold office until the expiration of the term of the first-mentioned
member.
(2) A member who is the
subject of a proposed resolution referred to in subrule (1) may make
representations in writing to the Secretary or President of the Association
(not exceeding a reasonable length) and may request that the representations be
provided to the members of the Association.
(3) The Secretary or the
President may give a copy of the representations to each member of the
Association or, if they are not so given, the member may require that they be
read out at the meeting.
(1) The Secretary of the
Association must 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.
(2) The Secretary or the
Chairperson may give a copy of the representations to each member of the
Association or, if they are not so given, the member may require that they be
read out at the meeting.
(3) The Secretary or the
Chairperson may give a copy of the representations to each member of the
Association or, if they are not so given, the member may require that they be
read out at the meeting.
30 Content of minutes of
meetings
(1) Minutes are a record of
the proceedings of a meeting. They should contain a record of actions taken at
the meeting. Minutes are to be kept not only for the annual general meetings,
but also for all ordinary general meetings of the Association.
(2) The header of the minutes
should include the following information:
(a) the name of the
Association;
(b) kind of meeting: annual
general meeting or ordinary general meeting;
(c) The date, time and place
of the meeting;
(d) The name of the convening
officer and secretaries or their substitutes, and the names and organisations
represented by those present
(e) Whether the minutes of the
previous meeting were read and approved or corrected.
(3) The body of the minutes
should contain a separate paragraph for each subject discussed
(4) Resolutions that are
included in the minutes should include the wording of each motion; the name of
the seconder does not need to be entered. The minutes should state if the motion
was approved, failed, failed for lack of a second, amended, postponed, or
referred. If there is a count taken of a vote on a motion, the count must be
recorded
(1) The funds of the
Association shall be derived from entrance fees, annual subscriptions, donations
and such other sources as the committee determines.
(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.
Except for the requirement in rule 12, any notice
that is required to be given to a member, by or on behalf of the Association,
under these Rules may be given by,
(a) delivering the notice to
the member personally; or
(b) sending it by prepaid post
addressed to the member at that member's address shown in the register of
members; or
(c) facsimile transmission; or
(d) electronic transmission
via email.
In
the event
of the winding up or the cancellation of the incorporation of the Association,
the assets of the Association must be disposed of in accordance with the
provisions of the Act.
35
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.
__________________
Application for Membership of (Name of the Association)
<INSERT HERE>
Form of Appointment of Proxy for Meeting of Association
Convened under Rule 7(7)
I,
(name)
Of
(address)
Representing
(name of organisation/ company
represented)
being a member of Australian
Natural Sausage Casings Association Inc
appoint
(name of proxy holder)
being a member of that
Incorporated Association, as my proxy to vote on my behalf at the appeal to the
general meeting of the Association to be held on,
DATE:
(date of meeting)
and at any adjournment of that
meeting.
I authorise my proxy to vote on
my behalf at their discretion or only in respect of the following resolution:
My proxy is authorised to vote
*in favour of/*against the following resolution
(strike out which ever is NOT
applicable)
Signed
Date
__________________
|
Fee |
Amount |
|
Entrance fee |
Nil |
|
Annual subscription fee |
$1,000 |