At the forthcoming Annual General Meeting of ARZA Australia Inc. a number of amendments to the Statement of Purposes will be proposed. The existing Statement of Purposes, as well as the proposed alterations are available here.
By now you will have received the notice of meeting for our AGM in Sydney on 22 November. Along with the notice there was also notice of some proposed revision of the Rules and Purposes (Constitution).
Discussion on this revision started over a year ago, as it was increasingly obvious that our constitution was out of step with the 2012 law in Victoria, under which ARZA is incorporated. The most helpful way to understand the Associations Incorporation Reform Act (2012) is to view the Model Rules:
The Act requires that revised Rules and Purposes are accepted by members of the Association at an AGM and then goes to Consumer Affairs Victoria for compliance checking and approval. In all other cases the Model Rules apply.
These changes have been made and reflect the required changes together with bringing the constitution up to date with some other changes relating to the composition and tenure of the Council of Management.
The following are the proposed amendments to the Statement of Purposes and Objects of Association of ARZA Australia Inc. Please note that the changes have resulted in changes in numbering – copies of the existing and proposed Statement of Purposes are available on the ARZA Australia website.
STATEMENT OF PURPOSES OF ARZA AUSTRALIA INCORPORATED
1st paragraph
Insert after “(Association)” “is affiliated with ARZENU, the international umbrella organisation of Reform and Progressive Religious Zionists, and…”
3rd paragraph
Insert after “supports” “and subscribes to”.
OBJECTS OF THE ASSOCIATION
Item (a)
Insert after “aims of” “Progressive”.
RULES OF ARZA AUSTRALIA INCORPORATED
2. DEFINITIONS AND INTERPRETATION
Add numbers to each item
Add 2.3 – ARZENU means the international umbrella organisation of Reform and Progressive Religious Zionist.
Add 2.11 (previously 2.10) – Jews means persons who trace their descent from the biblical Hebrews and/or whose religion is Judaism through lineage or conversion.
Add 2.19 – Progressive Zionism means the nationalist movement of Jews and Jewish culture that subscribes to the defined goals of ARZENU in its support for a Jewish homeland in the territory defined as the land of Israel.
4. NOT-FOR-PROFIT STATUS
4.1 The income and property of the Association must be applied solely towards promoting the Association’s purposes as set out in the Statement of Purposes.
4.2 No part of the income or property of the Association may be paid, transferred or distributed, whether directly or indirectly, by way of dividend, bonus or other profit distribution, to any of the Members.
4.3 Payments to Committee Members, if any, must be approved by the Committee, including but not limited to:
(a) out-of-pocket expenses incurred by a Committee Member in performing a duty of the Committee Member; or
(b) services rendered to the Association by a Committee Member in his or her professional capacity and not in the capacity as a Committee Member, where:
(i) the provision of the services has received prior approval of the Committee; and
(ii) the amount payable is not more than an amount which would be commercially reasonable to pay for the services.
5. QUALIFICATIONS FOR MEMBERSHIP (renumbered from 4)
Replace “Judaism” with “Zionism.”
8 REGISTER OF MEMBERS (renumbered from 6)
6.3 A member may, at his own expense, make a copy of entries in the Register of Members. This has been removed and replaced by the Association making it freely available.
9 CEASING MEMBERSHIP – renumbered from 7
10 DISCIPLINARY ACTION- renumbered from 8
10.1 If any Member:
(a) wilfully refuses or neglects to comply with the provisions of these Rules; or
(b) is guilty of any conduct which, in the opinion of the Committee, is unbecoming of the Member or prejudicial to the interests of the Association, the Committee may be resolution censure, suspend or expel the Member from the Association.
10.2 Any Member who is proposed to be censured, suspended or expelled:
(a) must be given at least seven (7) days’ notice of the meeting of the Committee at which such a resolution is to be put and which notice must state the nature of the allegations against the Member and the intended resolution; and
(b) must have the opportunity of giving orally or in writing any explanation or defence the Member may think fit at such meeting, before the passing of any resolution for censure, suspension or expulsion.
11 DISPUTES AND MEDIATION renumbered from 9
11.1
(c) A person who has been subject to disciplinary action under rule 10 and the Association
25 OFFICEHOLDERS renumbered from 22
25:3 Insert after “terms” “of two (2) years each term.”
27 IMMEDIATE PAST PRESIDENT
The Immediate Past President may:
(a) Advise and support the President and the Committee and
(b) attend meetings of the committee in ex officio capacity.
30 ORDINARY COMMITTEE MEMBERS renumbered from 23.
Item 30.2 Subject to these Rules, each Ordinary Committee Member elected pursuant to rule will hold office until the Annual General Meeting next after the date of his or her election but is eligible for re-election provided that no person may be appointed to serve as an Ordinary Committee Member for more than four (4) consecutive terms of one (1) year each term.
STATEMENT OF PURPOSES
OF ARZA AUSTRALIA INCORPORATED
STATEMENT OF PURPOSES OF ARZA AUSTRALIA INCORPORATED
ARZA Australia (Association) was formed originally under the name ARZI Australia by a group of Progressive Jews in Australia to further the commitment of members of the Australia and New Zealand Union for Progressive Judaism (now the Union for Progressive Judaism-Australia, New Zealand and Asia (UPJ) to promote the cause of Progressive Judaism in Israel, and promote the cause of Progressive Zionism throughout the region for which the UPJ is responsible.
This Association shall use its best endeavours for the realisation of a full and free religious life for all Jews in the State of Israel.
The Association fully supports the principles of the Jerusalem Program.
OBJECTS OF THE ASSOCIATION
The objects of the association are:
(a) to uphold and foster the aims of Zionism and the Jerusalem Programme, namely:- i. the unity of the Jewish people and the centrality of Israel in Jewish life. ii. the ingathering of the Jewish people in its historic homeland Eretz Yisrael through Aliyah from all countries. iii. the strengthening of the State of Israel which is based on the prophetic vision of justice and peace, iv. the preservation of identity of the Jewish people through the fostering of Jewish and Hebrew education and of Jewish spiritual and cultural values, and v. the protection of Jewish rights everywhere,
(b) to work for the expression of the eternal values of Judaism in and through the State of Israel,
(c) to provide a vehicle for persons who wish to express their Zionist commitment as Progressive Jews,
(d) to work for full recognition in Israel of the authenticity of the Progressive understanding of Jewish teaching and the removal of all legal and other obstacles to the adherents to and institutions of Progressive Judaism,
(e) to promote and encourage the acceptance of religious plurality in Israel,
(f) to foster and provide assistance, including financial assistance, encouragement and support to Israeli Progressive Jewish movements, ,
(g) to represent the views of Australian Progressive Jews on Zionist issues and in particular to do so through the Zionist Federation of Australia and the World Zionist Organisation,
(h) to contribute towards the education of Australian Jews on Israel,
(i) to provide a forum for discussion and debate on matters affecting or of interest to Progressive Jews,
(j) to encourage Progressive Jews who wish to make Aliyah, and
(k) to do all such other lawful acts and things as may be deemed by the Association to be incidental or conducive to the attainment of all or any of the foregoing objects and the exercise of the powers of the Association.
RULES OF ARZA AUSTRALIA INCORPORATED
Name ……………………………………………………………………………………. 3
Definitions And Interpretation …………………………………………………… 3
Alteration Of Rules ……………………………………………………………………. 4
Qualifications For Membership ……………………………………………………… 4
Membership, Entry Fees & Subscription ………………………………………….. 4
Register Of Members ……………………………………………………………………… 5
Ceasing Membership …………………………………………………………………….. 5
Discipline, Suspension And Expulsion Of Members……………………………. 6
Disputes And Mediation ………………………………………………………………….. 8
Annual General Meetings ……………………………………………………………… 9
Special General Meetings……………………………………………………………….. 9
Special Business …………………………………………………………………………… 10
Notice Of General Meetings …………………………………………………………… 10
Quorum At General Meetings …………………………………………………………… 11
Presiding At General Meetings ………………………………………………………… 11
Adjournment Of Meetings ………………………………………………………………… 11
Voting At General Meetings………………………………………………………………. 12
Poll At General Meetings ………………………………………………………………….. 12
Manner Of Determining Whether Resolution Carried …………………………. 12
Proxies …………………………………………………………………………………………… 13
Committee Of Management ……………………………………………………………… 13
Office Holders…………………………………………………………………………………. 13
Ordinary Members Of The Committee ………………………………………………. 14
Election Of Officers And Ordinary Committee Members………………………. 14
Honorary Committee Members…………………………………………………………. 15
Vacancies ………………………………………………………………………………………. 15
Alternate Committee Member …………………………………………………………… 15
Meetings Of The Committee ……………………………………………………………… 16
Notice Of Committee Meetings …………………………………………………………. 16
Quorum For Committee Meetings ………………………………………………………. 16
Presiding At Committee Meetings ……………………………………………………… 16
Voting At Committee Meetings…………………………………………………………… 17
Minutes Of Meeting ………………………………………………………………………….. 17
Removal Of Committee Member ………………………………………………………… 17
Delegation Of Powers To Sub-Committee …………………………………………… 17
Funds ……………………………………………………………………………………………. 18
Seal ………………………………………………………………………………………………. 18
Notice To Members ………………………………………………………………………….. 18
Winding Up …………………………………………………………………………………….. 19
Custody And Inspection Of Goods And Records ………………………………….. 19
Annexure A ……………………………………………………………………………………. 20
Annexure B ……………………………………………………………………………………. 21
Annexure C …………………………………………………………………………………… 22
Annexure D …………………………………………………………………………………..23
THE RULES OF ARZA AUSTRALIA INCORPORATED
NAME
The name of this incorporated association is the ARZA Australia Incorporated (Association).
DEFINITIONS AND INTERPRETATION
2.1 Definitions
In these Rules, the following words have the following meanings unless the contrary intention appears:
Act means the Associations Incorporation Act 1981 (Victoria); Annual General Meeting means a general meeting of the Members that is convened in accordance with rule 10; Committee means the committee of management of the Association;
Committee Member means a member of the Committee that is elected, appointed, or invited to that office in accordance with these Rules;
Member means a person who has paid the subscription and if required, signed an acknowledgement that he is bound by the Statement of Purposes and these Rules;
Financial Year means the year commencing on July 1 and ending on June 30; General Meeting means a general meeting of members, convened in accordance with rule 13;
Ordinary Member of the Committee means a Committee Member who is not an officer of the Association under Rule 22;
Original Member means a Member of the Association at the time of incorporation of the Association;
Progressive Congregation means a Jewish congregation which is a member of, or supports the principles of the UPJ or otherwise identifies itself as Progressive or Reform or subscribes to the principles of Progressive Judaism;
Register of Members means a register of the Members of the Association; Regulations means regulations under the Act; Relevant Documents has the same meaning as in the Act; Rules means these rules of the Association,
Secretary means:
(a) a person who holds office under these Rules as secretary of the Association; and
(b) in any other case, the public officer of the Association;
Special General Meeting means a general meeting that is convened in accordance with rule 11;
Statement of Purposes means the statement of purposes of the Association as amended from time to time;
Words importing the singular include the plural and vice versa;
Words importing the masculine include the feminine and vice versa;
Words importing persons include incorporated bodies;
Words importing the singular number only will include the plural number and words importing the plural number only will include the singular number.
3. ALTERATION OF RULES These Rules and the Statement of Purposes must not be altered except in accordance with the Act.
4. QUALIFICATIONS FOR MEMBERSHIP
4.1 Subject to these Rules, any Jewish person who subscribes to the principles of Progressive Zionism may be admitted to Membership of the Association.
5. MEMBERSHIP, ENTRY FEES & SUBSCRIPTION
5.1 An individual who is not an Original Member (or who was an Original Member at that time but has ceased to be a Member) must not be admitted to Membership unless:
(a) he or she applies for Membership in accordance with Rule 5.2; and
(b) pays the annual membership fee; and
(c) the applicant demonstrates that he/she is a Jewish person who subscribes to the principles of Progressive Judaism.
5.2 An application for membership of the Association must, if required by the Committee:
(a) be accompanied by proof that the applicant is a Jewish person who subscribes to the principles of Progressive Judaism;
(b) be made in writing in the form set out in Annexure A;
(c) be lodged with the Secretary; and
(a) be in accordance with such other requirements as may be prescribed by the Committee from time to time.
5.3 The Secretary must, after receipt of the documentation referred to in sub-rule 5.2, verify the accuracy of that documentation and unless there is any irregularity, enter the applicant’s name in the Register of Members within 28 days of receipt of the documentation and money referred to in sub-rule 5.2.
5.4 The receipt, by the Secretary, of the name and address of a prospective member and the relevant annual subscription from any congregation affiliated to the Union for Progressive Judaism, shall be deemed to be sufficient proof that the applicant is a Jewish person who subscribes to the principles of Progressive Judaism, and shall otherwise be deemed to comply with all the requirements of this rule 5 for membership of the Association.
5.5 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.
5.6 A right, privilege or obligation of a person by reason of membership of the Association:
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates on the cessation of membership whether by death or resignation or otherwise.
5.7 The annual subscription will be determined by the Committee from time to time.
6. REGISTER OF MEMBERS
6.1 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 of Members.
6.2 The Register of Members is available for inspection free of charge by any Member on request.
6.3 A Member may, at his own expense, make a copy of entries in the Register of Members.
7. CEASING MEMBERSHIP
7.1 A Member 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.
7.2 After the expiry of the period referred to in sub-rule 7.1:
(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.
7.3 Where a Member, for whatever reason, withdraws or is expelled from the Association, the former Member will remain liable and will pay to the Association all monies which at the time of withdrawal or expulsion are due from that former Member to the Association and have not been waived by the Association.
8. DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS
8.1 Subject to these Rules, if the Committee or the Members in General Meeting 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 Committee may recommend to the Members or the Members may by resolution passed by three fourths majority of those present and entitled to vote at a General Meeting:
(a) fine that Member an amount not exceeding $5; or
(b) suspend that Member from membership of the Association for a specified period; or
(c) expel that Member from the Association.
8.2 Without limiting sub-rule 8.1, where the Members are of the opinion that a Member has adopted such conceptions or declarations of Progressive Zionism as are in conflict with these Rules or the Statement of Purposes, that Member may be expelled from the Association by a resolution passed by a three fourths majority of those present and entitled to vote at a general meeting.
8.3 A resolution of the Members under sub-rule 8.1 does not take effect unless-
(a) at a meeting held in accordance with sub-rule 8.4, the Members confirm the resolution; and
(b) if the Member exercises a right of appeal to the Association under this rule, the Association confirms the resolution in accordance with this rule.
8.4 A meeting of the Members to confirm or revoke a resolution of the Committee passed under sub-rule 8.1 must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the Member in accordance with sub- rule 8.5.
8.5 For the purposes of giving notice in accordance with sub-rule 8.4, 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 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 by its delegates-
(i) attending that meeting;
(ii) give to the Members before the date of that meeting a written statement seeking the revocation of the resolution;
(e) informing the Member that, if at that meeting, the Members confirm the resolution, he or she may not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.
8.6 At a meeting of the Members to confirm or revoke a resolution passed under sub- rule 8.1, the Members must:
(a) give the Member, through its representative, an opportunity to be heard; and
(b) give due consideration to any written statement submitted by the Member; and
(c) determine by resolution whether to confirm or to revoke the resolution.
8.7 If at the meeting of the Members, the Members confirm the resolution, the Member may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.
8.8 If the Secretary receives a notice under sub-rule 8.7, he or she must notify the Members and the Secretary must convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.
8.9 Notice of any meeting of Members shall be deemed to be given if the notice is published in the newsletter of at least 75% of the congregations affiliated to or members of the UPJ.
8.10 At a general meeting of the Association convened under sub-rule 8.8: (a) no business other than the question of the appeal may be conducted; and (b) the Committee or any of the Members may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; and (c) the Member, through 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.
8.11 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.
9. DISPUTES AND MEDIATION
9.1 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.
9.2 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.
9.3 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.
9.4 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 by the President of the Executive Council of Australian Jewry (ECAJ).
9.5 Subject to Rule 9.6, a Member of the Association can be a mediator.
9.6 The mediator cannot be a member of a Member who is a party to the dispute.
9.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
9.8 The mediator, in conducting the mediation, must-
(a) give the parties to the mediation process every reasonable 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.
9.9 The mediator must not determine the dispute.
9.10 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 otherwise at law.
10. ANNUAL GENERAL MEETINGS
10.1 The Committee must, at least once in each calendar year, and not more than 5 months after the end of a financial year of the Association, convene an Annual General Meeting of the Members of the Association.
10.2 The Committee may determine the date, time and place of the Annual General Meeting of the Association.
10.3 The notice convening the Annual General Meeting must specify that the meeting is an Annual General Meeting.
10.4 The ordinary business of the Annual General Meeting will 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 audited reports on the transactions and workings of the Association during the last preceding financial year; and
(c) to elect officers of the Association and the ordinary Committee Members; and
(d) to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act; and
(e) to appoint or confirm the appointment of solicitors and auditors of the Association; and
(f) to consider and discuss the activities, progress and development of the Association and the Members; and
(g) to consider and discuss the philosophy, ideas and situation in Australia and the world of Progressive Zionism or other matters pertaining to the Statement of Purposes.
10.5 The Annual General Meeting may conduct any special business of which notice has been given in accordance with these Rules.
11. SPECIAL GENERAL MEETINGS
11.1 In addition to the Annual General Meeting, any other General Meeting may be held in the same year.
11.2 All General Meetings other than the Annual General Meeting are Special General Meetings.
11.3 The Committee may, whenever it thinks fit, convene a Special General Meeting of the Association.
11.4 If, but for this sub-rule, more than 15 months would elapse between two consecutive Annual General Meetings, the Committee must convene a Special General Meeting before the expiration of that period.
11.5 The Committee must, on the request in writing of Members representing not less than 5 per cent of the total number of Members, convene a Special General Meeting of the Association.
11.6 The request for a Special General Meeting must-
(a) state the objects of the meeting; and
(b) be signed by the Members requesting the meeting; and
(c) be sent to the address of the Secretary.
11.7 If the Committee does not cause a Special General Meeting to be held within one month after the date on which the request for a Special General Meeting is sent to the address of the Secretary, the Members making the request, or any of them, may convene a Special General Meeting to be held not later than 3 months after that date.
11.8 If a Special General Meeting is convened by Members in accordance with this Rule, it must be convened by the Committee and all reasonable expenses incurred in convening the Special General Meeting must be refunded by the Association to the persons incurring the expenses.
SPECIAL BUSINESS: 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 special business.
NOTICE OF GENERAL MEETINGS
13.1 The Secretary of the Association, at least 21 days before the date fixed for holding a General Meeting of the Association, must notify the Members of the Association, of the place, date and time of the meeting and the nature of the business to be conducted at the meeting.
13.2 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 transmission; or (c) by being contained within a newspaper, periodical, congregational magazine, or other published material reasonably available to each member.
13.3 No business other than that set out in the notice convening the meeting may be conducted at the meeting.
13.4 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.
13.5 The Committee may extend an invitation to, without limitation, any affiliate, group, association or person to attend as an observer at a General Meeting, with or without the right to speak at such meeting.
14. QUORUM AT GENERAL MEETINGS
14.1 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.
14.2 Ten members who are personally present or represented (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.
14.3 If, within half an hour after the appointment time for the commencement of a General Meeting, a quorum is not present:
(a) in the case of a meeting convened upon the request of Members, the meeting must be dissolved; and
(b) in any other case, the meeting will 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.
14.4 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 personally present (being not less than 4) will be a quorum.
15. PRESIDING AT GENERAL MEETINGS
15.1 The President, or in the President’s absence, one of the Vice-Presidents, will preside as Chairperson at each General Meeting of the Association.
15.2 If the President and both of the Vice-Presidents are absent from a General Meeting, or are unable to preside, the Members present must select one of their number to preside as Chairperson.
16. ADJOURNMENT OF MEETINGS
16.1 The person presiding may, with the consent of a majority of Members present at a meeting, adjourn the meeting from time to time and place to place.
16.2 No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.
16.3 If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with rule 13.
16.4 Except as provided in sub-rule 16.3, it is not necessary to given notice of an adjournment or of the business to be conducted at an adjourned meeting.
17. VOTING AT GENERAL MEETINGS
17.1 On any question arising at a General Meeting of the Association, each Member and Committee Member has one vote.
17.2 All votes must be given personally or by proxy.
17.3 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.
17.4 A Member is not entitled to vote at a General Meeting unless all monies 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.
18. POLL AT GENERAL MEETINGS
18.1 If at a meeting a poll on any question is demanded by not less than 4 Members, it must be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll will be deemed to be a resolution of the meeting on that question.
18.2 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.
19. 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.
20. PROXIES
20.1 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.
20.2 The notice appointing the proxy must be:
(a) for a meeting of the Association convened under sub-rule 8.8, in the form set out in Annexure B; or
(b) in any other case, in the form set out in Annexure C.
21. COMMITTEE OF MANAGEMENT
21.1 The affairs of the Association will be managed by the Committee.
21.2 The Committee:
(a) will 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;
(d) will comprise only of Members of the Association.
21.3 Subject to section 23 of the Act, and rule 25 the Committee will consist of at least the following persons:
(a) the officers of the Association; and
(b) at least two Members or the representatives of such Members, each of whom will be elected in accordance with these Rules.
22. OFFICE HOLDERS
22.1 The officers of the Association will be:
(a) a President;
(b) two Vice-Presidents, at least one from a congregation in Melbourne and one from a congregation in Sydney;
(c) a Treasurer; and
(d) a Secretary.
22.2 The provisions of rule 23, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any offices referred to in sub-rule 22.1.
22.3 Each officer of the Association will hold office until the second Annual General Meeting after the date of his or her election but is eligible for re-election provided that no person may be appointed to serve in the same office for more than two consecutive terms.
22.4 In the event of a casual vacancy in any office referred to in sub-rule 22.1, 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.
23. ORDINARY MEMBERS OF THE COMMITTEE
23.1 In addition to the officers specified in sub-rule 22.1, the Committee will comprise at least 2 Members or representatives of Members elected in accordance with rule 24 of these Rules.
23.2 Subject to these Rules, each ordinary Committee Member elected pursuant to rule 2423.1 will hold office until the Annual General Meeting next after the date of election but is eligible for re-election.
23.3 In the event of a casual vacancy occurring in the office of an ordinary Committee Member, the Committee may appoint a Member of the Association to fill the vacancy and the Member appointed will hold office, subject to these Rules, until the conclusion of the Annual General Meeting next following the date of the appointment.
24. ELECTION OF OFFICERS AND ORDINARY COMMITTEE MEMBERS
24.1 Nominations of candidates for election of officers of the Association or as ordinary Committee Members must be:
(a) made in writing, signed by two Members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
(b) delivered to the Secretary of the Association not less than 7 days before the date fixed for the holding of the Annual General Meeting.
24.2 A candidate may only be nominated for one office, or as an ordinary Committee Member, prior to the Annual General Meeting.
24.3 If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated will be deemed to be elected and further nominations may be received at the Annual General Meeting.
24.4 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated will be deemed to be elected.
24.5 If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held.
24.6 The vote for the election of officers and ordinary Committee Members must be conducted at the Annual General Meeting in such manner as the Committee may direct.
25. HONORARY COMMITTEE MEMBERS
In addition to the officers specified in sub-rule 22.1, and the ordinary Members or representatives of Members elected in accordance with rule 24 of these Rules, the Committee may, from time to time, by a majority resolution of Committee Members invite people to serve as honorary members of the Committee, including without limitation, the following persons:
(a) a representative of Netzer Australia; and
(b) the president of the UPJ.
25.2 An honorary member of the Committee will have all the powers and voting rights of a Committee Member and subject to rule 26, may only be removed by a majority of votes cast in a meeting of the officers and ordinary members of the Committee convened for that purpose.
26. VACANCIES
The office of an officer of the Association, or of an ordinary Committee Member, 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.
27. ALTERNATE COMMITTEE MEMBER
27.1 Any Committee Member may, with the approval of the other Committee Members, appoint any person to be an alternate or substitute Committee Member in his or her place during such period as he or she thinks fit.
27.2 Any person holding office as an alternate or substitute Committee Member will be entitled to receive notice of meetings of the Committee Members and to attend and vote accordingly and to exercise all the powers of the appointing Committee Member in his or her place.
27.3 An alternate Committee Member must vacate office:
(a) if the appointing Committee Member vacates or is removed from office as a Committee Member in accordance with these Rules; or
(b) if the appointing Committee Member removes the alternate Committee Member from office. Any appointment or removal under this clause must be effected by notice in writing under the hand of the Committee Member making the appointment or removal.
28. MEETINGS OF THE COMMITTEE
28.1 The Committee must meet at least 4 times in each year at such place and such times as the Committee may determine.
28.2 Special meetings of the Committee may be convened by the President or by any 4 Committee Members.
28.3 The Committee may meet by phone, fax or by electronic means and any resolution of the Committee shall be deemed to have been passed if that resolution has been circulated to the Committee with a request to vote on that resolution.
29. NOTICE OF COMMITTEE MEETINGS
29.1 Written notice of each Committee meeting must be given to each Committee Member at least 2 business days before the date of the meeting.
29.2 Written notice must be given to Committee Members of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting.
30. QUORUM FOR COMMITTEE MEETINGS
30.1 Any 4 Committee Members constitute a quorum for the conduct of the business of a meeting of the Committee.
30.2 No business may be conducted unless a quorum is present.
30.3 If within half of hour of the time appointed for the meeting a quorum is not present-
(a) in the case of a special meeting, the meeting lapses; and
(b) in any other case, the meeting will stand adjourned to the same place and the same time and day in the following week.
30.4 The Committee may act notwithstanding any vacancy on the Committee.
31. PRESIDING AT COMMITTEE MEETINGS
At meetings of the Committee: (a) the President or, in the President’s absence, a Vice-President presides; or
(b) if the President and both the Vice-Presidents are absent, or are unable to preside, the members present must choose one of their number to preside.
32. VOTING AT COMMITTEE MEETINGS
32.1 Questions arising at a meeting of the Committee will be determined on a show of hands or, if a Committee member requests, by a poll taken in such manner as the person presiding at that meeting may determine.
32.2 Each Member present at a meeting of the Committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
33. MINUTES OF MEETING
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.
34. REMOVAL OF COMMITTEE MEMBER
34.1 The Association in General Meeting may, by resolution, remove any Committee Member 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.
34.2 A Committee Member who is the subject of a proposed resolution referred to in sub-rule 34.1 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.
34.3 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.
35. DELEGATION OF POWERS TO SUB-COMMITTEE
35.1 The Committee may delegate any of its powers to a sub-committee on the following conditions:
(a) the chairman of such sub-committee must be a member of the Committee; and
(b) the President of the Association be appointed as a sub-committee member ex officio.
35.2 A sub-committee may exercise all the powers delegated to it in accordance with any directions of the Committee.
35.3 The effect of the sub-committee exercising a power in this way is the same as if the Committee had exercised it.
35.4 A sub-committee may meet and adjourn as it thinks fit. Questions arising at any meeting will be determined by a majority of the votes of the sub-committee members present.
35.5 Each sub-committee member present at a meeting of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
35.6 The Committee may at any time by a majority of votes of Committee Members, resolve to dissolve a sub-committee created pursuant to these Rules.
36. FUNDS
36.1 The Treasurer of the Association must-
(a) 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.
36.2 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two Committee Members.
36.3 The funds of the Association will be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines.
37. SEAL
37.1 The common seal of the Association must be kept in the custody of the Secretary.
37.2 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 Committee Members or, of one Committee Member and of the public officer of the Association.
38. NOTICE TO MEMBERS
Except for the requirement in rule 13, any notice that is required to be given to a Member, by 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, if the Member has requested that the notice be given to him or her in this manner; or
(d) electronic transmission, if the Member has requested that the notice be given to him or her in this manner.
39. WINDING UP
39.1 The Association will be wound up in accordance with the Act with the consent of three-fourths of those present at a Special General Meeting of Members called specially for that purpose with 21 days notice of the meeting.
39.2 If on winding up or dissolution of the Association there remains, after satisfaction of all debts and liabilities, any assets and property whatsoever, the same will not be paid or distributed to any Member of the Association but will be given or transferred to some organisation having objects similar to the objects of the Association and which is approved by the Commissioner of Taxation as a Public Benevolent Institution for the purpose of any Commonwealth Taxation Act.
40. CUSTODY AND INSPECTION OF BOOKS AND RECORDS
40.1 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.
40.2 All accounts, books, securities and any other relevant documents of the Association must be available for inspection free of charge by any Member on request.
40.3 A Member may make a copy of any accounts, books, securities and any other relevant documents of the Association.
ANNEXURE A
(Application for Membership)
APPLICATION FOR MEMBERSHIP OF ARZA AUSTRALIA INCORPORATED
Full name: ___________________________________________________________
Address: _____________________________________________________________ ________________________________ State: _____ Postcode: _____________ Home Phone No: ( ) __________________ Business Phone No: ( ) _________ E-Mail: _________________________________________________________ Congregation: ____________________________________________________ Cost of membership: $20 per year
Please make cheques payable to ARZA, and return together with this application form to ARZA, PO Box 128, St Kilda, 3182. Alternatively, you can fill in your credit card details and fax this form to 03 1229 9521
Type of credit card: (Please circle) VISA MASTERCARD
ڤڤڤڤڤڤڤڤڤڤڤڤڤڤڤڤ :
Credit card number Expiry Date: Month ____________ Year: __________________
Signature: _____________________________________
BANKCARD
YES, I Would like to receive ProjeNews (free regular e-mail updates of articles and websites that keep you informed about Progressive Judaism in Israel, Australia and the world)
www.arzi.org
If you wish to apply for membership via e-mail, please send all the information requested in this form to the Honorary Secretary at arza@arza.org.au .
ANNEXURE B
FORM OF APPOINTMENT OF PROXY FOR MEETING OF ASSOCIATION CONVENED UNDER RULE 8.8
I, being a Member of appoint of
(RULE 20.2 (a))
I, _________________ being a Member of that Incorporated Association, hereby appoint ________________________________ as my proxy to vote for me on my behalf at the appeal to the general meeting of the Association convened under rule 7(7), to be held on-
(date of meeting)
and at any adjournment of that meeting.
I authorise my proxy to vote on my behalf at their discretion in respect of the following resolution (insert details of resolution passed under rule 8(1)).
Signed
Date