STATEMENT OF PURPOSES AND OBJECTS OF ASSOCIATION
OF ARZA AUSTRALIA INCORPORATED
STATEMENT OF PURPOSES OF ARZA AUSTRALIA INCORPORATED
ARZA Australia (Association) is affiliated with ARZENU, the international umbrella organisation of Reform and Progressive Religious Zionists, and 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 Australia.
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 and subscribes to the principles of the Jerusalem Program.
OBJECTS OF THE ASSOCIATION
The objects of the Association are:
(a) to uphold and foster the aims of Progressive Zionism and the Jerusalem Program, namely:
the unity of the Jewish people and the centrality of Israel in Jewish life;
the ingathering of the Jewish people in its historic homeland Eretz Yisrael through Aliyah from all countries;
the strengthening of the State of Israel which is based on the prophetic vision of justice and peace;
the preservation of identity of the Jewish people through the fostering of Jewish and Hebrew education and of Jewish spiritual and cultural values; and
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.
ARZA AUSTRALIA INCORPORATED
- Definitions And Interpretation 1
- Alteration Of Rules 3
- Not-For-Profit Status 3
- Qualifications For Membership 3
- Membership, Entry Fees & Subscription 3
- General Rights Of Members 4
- Register Of Members 5
- Ceasing Membership 5
- Disciplinary Action 5
- Disputes And Mediation 6
- Annual General Meetings 7
- Special General Meetings7
- Special Business 8
- Notice Of General Meetings 8
- Quorum At General Meetings 9
- Adjournment Of Meetings 9
- Voting At General Meetings 10
- Poll At General Meetings 10
- Manner Of Determining Whether Resolution Carried 10
- Proxies 11
- Minutes Of General Meetings 11
- Committee Of Management 11
- Duties Of Committee 12
- Officeholders 12
- President And Vice-Presidents 13
- Immediate Past President 13
- Secretary 13
- Treasurer 14
- Ordinary Committee Members 14
- Election Of Officeholders And Ordinary Committee Members 15
- Honorary Committee Members 15
- Leave Of Absence For Committee Members 16
- Vacancies 16
- Alternate Committee Member 16
- Meetings Of The Committee 17
- Notice Of Committee Meetings 17
- Quorum For Committee Meetings 17
- Presiding At Committee Meetings 17
- Voting At Committee Meetings 17
- Conflict Of Interest At Committee Meetings 18
- Minutes Of Committee Meetings 18
- Removal Of Committee Member18
- Delegation Of Powers To Sub-Committee 18
- Funds 19
- Financial Records And Statements 19
- Custody And Inspection Of Books And Records 20
- Authentication And Execution Of Contracts And Other Documents 20
- Notice To Members 20
- Winding Up 21
Annexure A 22
Annexure B 23
THE RULES OF ARZA Australia Incorporated
The name of this incorporated association is ARZA Australia Incorporated.
DEFINITIONS and interpretation
In these Rules, the following words have the following meanings unless the contrary intention appears:
Act means the Associations Incorporation Reform Act 2012 (Victoria);
Annual General Meeting means a general meeting of the Members that is convened in accordance with rule 12;
ARZENU means the international umbrella organisation of Reform and Progressive Religious Zionists.
Association means ARZA Australia Incorporated;
Chairperson means the person designated or appointed as the chairperson of a meeting in accordance with these Rules;
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;
Jews means persons who traces their descent from the biblical Hebrews and/or whose religion is Judaism through lineage or conversion;
Jewish means of or pertaining to Jews or Judaism;
Judaism means the religion, philosophy and way of life of Jews;
Officeholder means a Member holding one of the offices set out in rule 25.1;
Ordinary Committee Member means a Committee Member who is not an Officeholder of the Association under rule 25;
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;
Progressive Judaism means the strand and practice of Judaism that embraces the traditions in the Torah along with the core values of pluralism, modernity, equality and social justice, and that applies these traditions and values in a way that is meaningful in contemporary life.
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;
Public Officer means a person who was the public officer of the Association under Part V of the Associations Incorporation Act 1981 (Victoria).
Register of Members means a register of the Members of the Association;
Registrar means the Registrar of Incorporated Associations as described in section 187 of the Act;
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 person who holds office under these Rules as secretary of the Association; and in any other case, the Public Officer of the Association;
Special General Meeting means a general meeting that is convened in accordance with rule 13;
Statement of Purposes means the statement of purposes of the Association as amended from time to time;
Torah means the body of Jewish religious literature, law and teaching.
UPJ means the Union for Progressive Judaism, Australia New Zealand and Asia;
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; and
Words importing the singular number only will include the plural number and words importing the plural number only will include the singular number.
These Rules and the Statement of Purposes must not be altered except in accordance with the Act.
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.
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.
Payments to Committee Members, if any, must be approved by the Committee, including but not limited to:
– out-of-pocket expenses incurred by a Committee Member in performing a duty of the Committee Member; or
– 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:
– the provision of the services has received prior approval of the Committee; and
the amount payable is not more than an amount which would be commercially reasonable to pay for the services.
Subject to these Rules, any Jewish person who adheres to the principles of Progressive Judaism may be admitted to membership of the Association.
MEMBERSHIP, ENTRY FEES & SUBSCRIPTION
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 he or she:
– applies for membership in accordance with rule 6.2;
– pays the annual membership fee; and
– demonstrates that he or she is a Jewish person who subscribes to the principles of Progressive Judaism.
An application for membership of the Association must, if required by the Committee:
– be accompanied by proof that the applicant is a Jewish person who subscribes to the principles of Progressive Judaism;
– be made in writing in the form set out in Annexure A;
– be accompanied by payment of the amount specified in the form set out in Annexure A;
– be lodged with the Secretary; and
– be in accordance with such other requirements as may be prescribed by the Committee from time to time.
The Secretary must, after receipt of the documentation referred to in rule 6.2, verify the accuracy of that documentation and, unless there is any irregularity, enter the applicant’s name in the Register of Members within twenty-eight (28) days of receipt of the documentation and money referred to in rule 6.2.
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 6 for membership of the Association.
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.
A right, privilege or obligation of a person by reason of membership of the Association:
is not capable of being transferred or transmitted to another person; and
terminates on the cessation of membership whether by death or resignation or otherwise.
The annual subscription will be determined by the Committee from time to time.
A Member who is entitled to vote has the right to:
– receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules;
– submit items of business for consideration at a general meeting;
– attend and be heard at general meetings;
– vote at general meetings;
– have access to the minutes of general meetings and other documents of the Association as provided under rule 47; and
– inspect the Register of Members.
A Member is entitled to vote if:
– more than ten (10) business days have passed since he or she became a Member; and
– the Member’s membership rights are not suspended for any reason.
The Secretary must keep and maintain a Register of Members containing:
– the name and address of each Member; and
– the date on which each Member’s name was entered in the Register of Members.
The Register of Members is available for inspection free of charge by any Member on request.
A Member who has paid all moneys due and payable by a Member to the Association may resign from the Association at any time by giving one (1) month’s notice in writing to the Secretary of his or her intention to resign.
After the expiry of the period referred to in rule 9.1:
the Member ceases to be a Member; and
the Secretary must record in the Register of Members, the date on which the Member ceased to be a Member.
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 the former Member to the Association and which have not been waived by the Association.
If any Member:
– wilfully refuses or neglects to comply with the provisions of these Rules; or
– 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.
Any Member who is proposed to be censured, suspended or expelled:
– 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
– 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.
The grievance procedure set out in this rule applies to disputes under these Rules between:
– a Member and another Member;
– a Member and the Association; or
– a person who has been subject to disciplinary action under rule 10 and the Association.
The parties to the dispute must meet and discuss the matter in dispute and, if possible, resolve the dispute within fourteen (14) days after the dispute comes to the attention of all of the parties concerned.
If the parties are unable to resolve the dispute at the meeting referred to in rule 11.2, or if a party fails to attend that meeting, then the parties must, within ten (10) days, hold a meeting in the presence of a mediator.
The mediator must be:a person chosen by agreement between the parties; or
– in the absence of agreement:
– in the case of a dispute between a Member and another Member, a person appointed by the Committee of the Association; or
– 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).
Subject to rule 11.6, a Member of the Association can be a mediator.
The mediator cannot be a Member or a member of a Member who is a party to the dispute.
The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
The mediator, in conducting the mediation, must:
– give the parties to the mediation process every reasonable opportunity to be heard;
– allow due consideration by all parties of any written statement submitted by any party; and
– ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
The mediator must not determine the dispute.
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.
The Committee must, at least once in each calendar year, and not more than five (5) months after the end of a financial year of the Association, convene an Annual General Meeting of the Members of the Association.
The Committee may determine the date, time and place of the Annual General Meeting of the Association.
The notice convening the Annual General Meeting must specify that the meeting is an Annual General Meeting.
The ordinary business of the Annual General Meeting will be:
– to confirm the minutes of the previous Annual General Meeting and of any general meeting held since that meeting;
– to receive from the Committee audited reports on the transactions and workings of the Association during the last preceding financial year;
– to elect Officeholders of the Association and the ordinary Committee Members;
– to receive and consider financial statements submitted by the Association in accordance with Part 7 of the Act;
– to appoint or confirm the appointment of solicitors and auditors of the Association; and
– to consider and discuss the activities, progress and development of the Association and the Members; and
– 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.
The Annual General Meeting may conduct any special business of which notice has been given in accordance with these Rules.
In addition to the Annual General Meeting, any other General Meeting may be held in the same year.
All General Meetings other than the Annual General Meeting are Special General Meetings.
The Committee may, whenever it thinks fit, convene a Special General Meeting of the Association.
If, but for this rule 13, more than fifteen (15) months would elapse between two consecutive Annual General Meetings, the Committee must convene a Special General Meeting before the expiration of that period.
The Committee must, on the request in writing of Members representing not less than five per cent (5%) of the total number of Members, convene a Special General Meeting of the Association.
The request for a Special General Meeting must:
– state the objects of the meeting;
– be signed by the Members requesting the meeting; and
– be sent to the address of the Secretary.
If the Committee does not cause a Special General Meeting to be held within one (1) 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 three (3) months after that date.
If a Special General Meeting is convened by Members in accordance with this rule 13, 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.
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 these Rules as ordinary business of the Annual General Meeting, is deemed to be special business.
The Secretary (or, in the case of a Special General Meeting convened under rule 13.7, the Members convening the meeting) must give to each Member:
– at least twenty-one (21) days’ notice of a General Meeting if a special resolution is to be proposed at the General Meeting; or
– at least fourteen (14) days’ notice of a General Meeting in any other case.
Notice may be sent:
– by prepaid post to the address appearing in the Register of Members;
– if the Member requests, by facsimile transmission or electronic transmission; or
– by being contained within a newspaper, periodical, congregational magazine or other published material reasonably available to each Member.
No business other than that set out in the notice convening the General Meeting may be conducted at the General Meeting.
A Member intending to bring any business before a General 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.
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 General Meeting.
No item of business may be conducted at a General Meeting unless a quorum of Members entitled under these Rules to vote is present in person or by representation, at the time when the General Meeting is considering that item.
Ten (10) 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.
If, within thirty (30) minutes after the appointment time for the commencement of a General Meeting, a quorum is not present:
in the case of a General Meeting convened at the request of Members, the General Meeting must be dissolved; and
in any other case, the General 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.
If at the adjourned meeting a quorum is not present within thirty (30) minutes after the time appointed for the commencement of the adjourned meeting, the Members personally present in person or by representation (but being not less than four (4) Members) will be a quorum.
The person presiding may, with the consent of a majority of Members present at a General Meeting, adjourn the General Meeting from time to time and place to place.
No business may be conducted at an adjourned meeting other than the unfinished business from the General Meeting that was adjourned.
If a General Meeting is adjourned for fourteen (14) days or more, notice of the adjourned meeting must be given in accordance with rule 15.
Except as provided in rule 17.3, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.
On any question arising at a General Meeting of the Association, each Member has one (1) vote.
All votes must be given personally or by proxy.
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.
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 then current financial year.
If at a General Meeting a poll on any question is demanded by not less than four (4) Members, it must be taken at that General Meeting in such manner as the Chairperson may direct, and the resolution of the poll will be deemed to be a resolution of the General Meeting on that question.
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 General Meeting as the Chairperson may direct.
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 declaration by the Chairperson that a resolution has been:
– carried unanimously;
– carried by a particular majority; or
– lost; and
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.
Each Member is entitled to appoint another Member as a proxy by notice given to the Secretary no later than twenty-four (24) hours before the time of the General Meeting in respect of which the proxy is appointed.
The notice appointing the proxy must be in the form set out in Annexure B.
The Committee must ensure that minutes are taken and kept of each General Meeting.
The minutes must record the business considered at the General Meeting, any resolution on which a vote is taken and the result of the vote.
In addition, the minutes of each Annual General Meeting must include:
– the names of the Members attending the Annual General Meeting;
– proxy forms given to the chairperson of the Annual General Meeting under rule 21;
– the financial statements submitted to the Members in accordance with rule 12.4;
– the certificate signed by two (2) Committee Members certifying that the financial statements give a true and fair view of the financial position and performance of the Association; and any audited accounts and auditor’s report or report of a review accompanying the financial statements that are required under the Act.
The affairs of the Association will be managed by the Committee.
– will control and manage the business and affairs of the Association;
– 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;
– 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; and
– will comprise only Members of the Association.
Subject to section 77 of the Act and rule 32, the Committee will consist of at least the following persons:
– the Officeholders of the Association as set out in rule 25;
– up to four (4) Members or the representatives of such Members, each of whom will be elected in accordance with rule 31; and
– such other persons who are members of the Association and the Committee, by unanimous resolution, appoints for such period and on such conditions, if any, as the Committee decides.
A member of the Association may not act as member of the Committee for more than ten (10) consecutive years.
As soon as practicable after being elected or appointed to the Committee, each Committee Member must become familiar with these Rules, the Act and the Regulations.
The Committee is collectively responsible for ensuring that the Association complies with the Act and the Regulations, and that individual Committee Members comply with these Rules.
Committee Members must exercise their powers and discharge their duties:
– with reasonable care and diligence;
– in good faith in the best interests of the Association; and
– for a proper purpose.
Committee Members must not, either during their time as a Committee Member or thereafter, make improper use of:
– their position; or
– information acquired by virtue of holding their position,
so as to gain an advantage for themselves or any other person or to cause detriment to the Association.
In addition to any duties imposed by these Rules, a Committee Member must perform any other duties imposed from time to time by resolution at a General Meeting.
The Officeholders of the Association will be:
– a President;
– the Immediate Past President;
– two (2) Vice-Presidents, at least one (1) from a congregation in Melbourne and one (1) from a congregation in Sydney;
– a Treasurer; and
– a Secretary.
The provisions of rule 30, 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 rule 25.1.
Each Officeholder 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 (2) consecutive terms of two (2) years each term.
In the event of a casual vacancy in any office referred to in rule 25.1, the Committee may appoint one of its members to the vacant office and the Committee Member so appointed may continue in office up to and including the conclusion of the Annual General Meeting next following the date of the appointment.
Subject to rule 26.2, the President or, in the President’s absence, a Vice-President, is the Chairperson for any General Meetings and for any committee meetings.
If both the President and Vice-Presidents are absent, or are unable to preside, the Chairperson:
– in the case of a General Meeting, must be a Member elected by the other Members present; and
– in the case of a committee meeting must be a Committee Member elected by the other Committee Members present.
The Immediate Past President may:
– advise and support the President and the Committee; and
– attend meetings of the Committee in an ex officio capacity.
The Secretary must perform any duty or function required under the Act and the Regulations to be performed by the Secretary of an incorporated association.
The Secretary must:
– maintain the Register of Members in accordance with rule 8;
– keep custody of the common seal, if any, of the Association and, except for the financial records referred to in rule 46, all books, documents and securities of the Association in accordance with rule 47;
– subject to the Act, the Regulations and these Rules, provide Members with access to the Register of Members, the minutes of General Meetings and other books and documents; and
– perform any other duty or function imposed on the Secretary by these Rules.
The Secretary must give to the Registrar notice of his or her appointment within fourteen (14) days after the appointment.
The Treasurer must:
– receive all moneys paid to or received by the Association and issue receipts for those moneys in the name of the Association;
– ensure that all moneys received are paid into the account of the Association within five (5) working days after receipt;
– make any payments authorised by the Committee or by a General Meeting from the Association’s funds;
– ensure that cheques are signed by at least two (2) Committee Members;
– ensure that the financial records of the Association are kept in accordance with the Act;
– coordinate the preparation of the financial statements of the Association and their certification by the Committee prior to their submission to the Annual General Meeting;
– ensure that at least one (1) other Committee Member has access to the accounts and financial records of the Association.
In addition to the Officeholders specified in rule 25.1, the Committee will comprise:
– up to four (4) Members or representatives of Members (Ordinary Committee Members) elected in accordance with rule 31; and
– such other persons as the Committee appoints pursuant to rule 23.3(c).
Subject to these Rules, each Ordinary Committee Member elected pursuant to rule 30.1 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.
In the event of a casual vacancy occurring in the office of an Ordinary Committee Member, the Committee may appoint any Member 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.
ELECTION OF OFFICEHOLDERS AND ORDINARY COMMITTEE MEMBERS
Nominations of candidates for election of Officeholders or as Ordinary Committee Members must be:
– made in writing, signed by two (2) Members and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
– delivered to the Secretary not less than seven (7) days before the date fixed for the holding of the Annual General Meeting.
A candidate may only be nominated for:
– one (1) office; or
– as an Ordinary Committee Member.
If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated will be deemed to be elected.
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.
If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held.
The vote for the election of Officeholders and Ordinary Committee Members must be conducted at the Annual General Meeting in such manner as the Committee may direct.
In the event that positions on the Committee are not filled or become vacant, the Committee may co-opt such persons as it considers appropriate to join the Committee until the following Annual General Meeting.
31.8. Nothing in rule 31 will prevent the Committee from appointing such other persons to the Committee pursuant to rule 23.3(c) as the Committee by unanimous resolution decides.
In addition to the Officeholders specified in rule 25.1, and the Ordinary Committee Members elected in accordance with rule 31, 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 representative of Netzer Australia;
– the president of the UPJ; and
– the community Shlichim.
An honorary member of the Committee will have all the powers and voting rights of a Committee Member and, subject to rule 34, may only be removed by a majority of votes cast in a meeting of the Officeholders and Ordinary Committee Members convened for that purpose.
LEAVE OF ABSENCE FOR COMMITTEE MEMBERS
The Committee may grant a Committee Member leave of absence from meetings of the Committee for a period not exceeding three (3) months.
The Committee must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the Committee Member to seek the leave in advance.
The office of an Officeholder or of an Ordinary Committee Member becomes vacant if the Officeholder or Ordinary Committee Member:
– ceases to be a Member;
– becomes an insolvent under administration within the meaning of the Corporations Act 2001 (Cth);
– becomes of unsound mind; or
– resigns from office by notice in writing given to the Secretary.
Any Committee Member may, with the approval of the other Committee Members, appoint any person who is a Member, to be an alternate or substitute Committee Member in his or her place during such period as he or she thinks fit.
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.
An alternate Committee Member must vacate office if the appointing Committee Member:
– vacates or is removed from office as a Committee Member in accordance with these Rules; or
– 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.
The Committee must meet at least four (4) times in each year at such place and such times as the Committee may determine.
Special meetings of the Committee may be convened by the President or by any four (4) Committee Members.
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.
Written notice of each meeting of the Committee must be given to each Committee Member at least two (2) business days before the date of the meeting.
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.
Any four (4) Committee Members constitute a quorum for the conduct of the business of a meeting of the Committee.
No business may be conducted unless a quorum is present.
If within thirty (30) minutes of the time appointed for the meeting of the Committee a quorum is not present the meeting of the Committee will stand adjourned to the same place and the same time and day in the following week.
The Committee may act notwithstanding any vacancy on the Committee.
PRESIDING AT COMMITTEE MEETINGS
At meetings of the Committee:
– the President or, in the President’s absence, a Vice-President presides; or
– if the President and both the Vice-Presidents are absent, or are unable to preside, the Committee Members present must choose one of their number to preside.
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 of the Committee may determine.
Each Committee Member present at a meeting of the Committee (including the person presiding at the meeting) is entitled to one (1) vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
CONFLICT OF INTEREST AT COMMITTEE MEETINGS
A Committee Member who has a material personal interest in a matter being considered at a Committee Meeting must disclose the nature and extent of that interest to the Committee and:
– must not be present while the matter is being considered at the meeting of the Committee; and
– must not vote on the matter.
This rule 41 does not apply to a material personal interest that:
– exists only because the Committee Member belongs to a class of persons for whose benefit the Association is established; or
– the Committee Member has in common with all, or a substantial proportion of, the Members.
The Secretary must keep minutes of the resolutions and proceedings of each meeting of the Committee, together with a record of the names of persons present at meetings of the Committee.
The Association in General Meeting may, by resolution, remove any Committee Member before the expiration of that Committee Member’s term of office and appoint another Member in his or her place as a Committee Member until the expiration of the term of the removed Committee Member.
A Committee Member who is the subject of a proposed resolution referred to in rule 43.1 may make representations in writing to the Secretary or President (not exceeding a reasonable length) and may request that the representations be provided to the Members.
The Secretary or the President may give a copy of the representations to each Member or, if they are not so given, the Member may require that they be read out at the General Meeting at which the resolution to remove the Committee Member is to be considered.
DELEGATION OF POWERS TO SUB-COMMITTEE
The Committee may delegate any of its powers to a sub-committee on the following conditions:
– the chairman of such sub-committee must be a Committee Member; and
– the President must be appointed as a sub-committee member ex-officio.
A sub-committee may exercise all the powers delegated to it in accordance with any directions of the Committee.
The effect of the sub-committee exercising a power in this way is the same as if the Committee had exercised it.
A sub-committee may meet and adjourn as it thinks fit. Questions arising at a meeting of any sub-committee will be determined by a majority of the votes of the sub-committee members present.
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 (1) vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
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.
The Treasurer must:
– collect and receive all moneys due to the Association and make all payments authorised by the Association; and
– 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.
All cheques, drafts, bills of exchange, promissory notes, other negotiable instruments and other monetary transactions must be authorised in writing by two (2) Committee Members.
The funds of the Association will be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines.
FINANCIAL RECORDS AND STATEMENTS
The Association must keep financial records that:
– correctly record and explain its transactions, financial position and performance; and
– enable financial statements to be prepared as required by the Act.
The Association must retain the financial records for seven (7) years after the transactions covered by the records are completed.
The Treasurer must keep in his or her custody, or under his or her control:
– the financial records for the current Financial Year; and
– any other financial records as authorised by the Committee.
For each Financial Year, the Committee must ensure that the requirements under the Act relating to the financial statements of the Association are met.
Without limiting rule 46.4, the requirements under the Act include:
– the preparation of the financial statements;
– if required, the review or auditing of the financial statements;
– the certification of the financial statements by the Committee;
– the submission of the financial statements to the Annual General Meeting; and
– the lodgement with the Registrar of the financial statements and accompanying reports, certificates, statements and fee.
CUSTODY AND INSPECTION OF BOOKS AND RECORDS
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.
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.
Authentication and execution of contracts and other documents
48.1. Any document requiring authentication by the Association may be authenticated by the Secretary.
48.2. Any contract or other document requiring signature may be executed by two (2) members of the Committee.
48.3. Any deed may also be executed by any duly appointed agent or attorney on behalf of the Association.
Except for the requirement in rule 15, 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:
– delivering the notice to the Member personally;
– sending the notice by prepaid post addressed to the Member at that Member’s address as shown in the Register of Members;
– facsimile transmission, if the Member has requested that the notice be given to him or her in this manner; or
– electronic transmission, if the Member has requested that the notice be given to him or her in this manner.
The Association will be wound up in accordance with the Act with the consent of seventy-five per cent (75%) of the Members present in person or by proxy at a Special General Meeting called specifically for that purpose with twenty-one (21) days’ notice of the meeting.
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 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.
(Application for Membership)
APPLICATION FOR MEMBERSHIP OF
ARZA AUSTRALIA INCORPORATED
Full name: _____________________________________________________________
_________________________________ State: ________ Postcode: _____________
Phone: ( ) _____________________ Mobile: ( ) _____________________
Cost of membership: $10 per year per person over 18 years of age.
Membership payments can be made by:
Direct debit to: Account Name: ARZA Australia Inc.
BSB: 013 220
Account No.: 111 045 789
Credit card (please circle): VISA MASTERCARD BANKCARD
Card No.: _____________________________
Name on Card: _____________________________
Expiry: ______ / ______
Cheque made payable to “ARZA Australia Inc.”
Online at www.arza.org.au
Please send the completed application form to:
ARZA Australia Inc., 28 Chatswood Avenue, Chatswood, NSW, 2067
FORM OF APPOINTMENT OF PROXY
I, __________________________________________________________________ (name)
of ___________________________________________________________________ (address)
being a Member of ARZA Australia Inc.
appoint ______________________________________________________________ (name of proxy holder)
(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)
and at any adjournment of that meeting.
My proxy is authorised to vote in favour of / against* the following resolution(s) (insert details of resolution(s)):
*Delete if not applicable