Docstoc

RULES OF CECCHETTI BALLET AUSTRALIA Incorporated INTERPRETATION 1

Document Sample
RULES OF CECCHETTI BALLET AUSTRALIA Incorporated INTERPRETATION 1 Powered By Docstoc
					                                          RULES

                                             OF

                    CECCHETTI BALLET AUSTRALIA Incorporated


                                   INTERPRETATION

1.    In these Articles, unless the context otherwise indicates:

      1.1     "The Act" means the Associations Incorporation Act 1981 of the State of
              Victoria;

      1.2     "the Council" means the National Council for the time being of the
              Organisation;

      1.3     "The Organisation" means the Cecchetti Ballet Australia (an Incorporated
              Association in terms of the Act);

      1.4     Words importing the singular number shall include the plural number, and vice
              versa;

      1.5     Words importing the masculine gender shall include the feminine gender, and
              vice versa.


1A.   The assets and income of the Organisation shall be applied solely in furtherance of its
      objects and no portion shall be distributed directly or indirectly to the members of the
      Organisation except as bona fide compensation for services rendered or expenses
      incurred on behalf.

MEMBERS

2.    As at the date of adoption of these Rules, the existing members of the unincorporated
      association of the Australian Group on Cecchetti Ballet Branch of the Imperial Society
      of Teachers of Dancing (also known as Cecchetti Ballet (Australia) Administrative
      Council) shall be the members of the Organisation in accordance with sub-section
      14(1)(a) of the Act.

3.    There shall be the following classes of membership in the Organisation:

      ACTIVE MEMBERS

      3.1.1          Active members, consisting of persons who have achieved standards of
                     proficiency so as to qualify to hold Associate, Associate Diploma,
                     Licentiate, Licentiate Diploma or Fellowship certificates as may have
                     been awarded by the Organisation and who are actively engaged in the
                     profession of the teaching of dancing.

      3.1.2          Active members, consisting of persons who have achieved standards of
                     proficiency so as to qualify to hold Associate, Associate Diploma,
                     Licentiate, Licentiate Diploma or Fellowship certificates as may have
                been awarded by Cecchetti International – Classical Ballet (a
                corporation created by grant of Charter by letters patent under the
                provisions of the Canada Corporations Act).

3.1.3           Active Members, consisting of persons who on or before 30 June 2004
                have achieved standards of proficiency so as to qualify to hold
                Associate, Licentiate or Fellowship Certificates in the Cecchetti
                Method as may have been awarded by the Imperial Society of
                Teachers of Dancing, and who are actively engaged in the profession
                of the teaching of dancing:

3.1.4           Life Members, consisting of persons who have been (1) awarded Life
                membership of the Imperial Society of Teachers of Dancing in the
                Cecchetti Method or (2) awarded Life membership of Cecchetti Ballet
                Australia Inc.


NON ACTIVE MEMBERS

3.2.1           Non-Active Members, consisting of persons who hold certificates of
                Associate, Associate Diploma, Licentiate, Licentiate Diploma or
                Fellowship as may have been awarded by the Organisation but who are
                not actively engaged in the profession of the teaching of dancing.

3.2.2           Non-Active Members, consisting of persons who hold certificates of
                Associate, Associate Diploma, Licentiate, Licentiate Diploma or
                Fellowship as may have been awarded by Cecchetti International –
                Classical Ballet but who are not actively engaged in the profession of
                the teaching of dancing.

3.2.3           Non-Active Members, consisting of persons who on or before 30 June
                2004 hold certificates of Associate, Licentiate or Fellowship in the
                Cecchetti Method as awarded by the Imperial Society of Teachers of
                Dancing, but who are not actively engaged in the profession of the
                teaching of dancing;

HONORARY MEMBERS

3.3     Honorary Members, consisting of persons who have rendered distinguished
        service to the art of ballet dancing and whom the Council seeks to honour by
        according life membership of the Organisation;

LIFE MEMBERS

        3.4.1   Life Members, consisting of persons awarded life membership by the
                Council of the Organisation;

        3.4.2   Life Members, consisting of persons awarded life membership of
                Cecchetti International – Classical Ballet;

        3.4.3   Life Members, consisting of persons awarded before 30 June 2004 Life
                membership of the Imperial Society of Teachers of Dancing in the
                Cecchetti Method.
4.    All persons who have achieved the standards of proficiency so as to qualify to hold
      Associate, Associate Diploma, Licentiate, Licentiate Diploma or Fellowship
      Certificates under clause 3 of these Articles shall be eligible for membership of the
      Organisation.

5.    Members of the Organisation shall be obliged to pay annual subscriptions to the
      Organisation in respect of their membership, and the amount of any such subscriptions
      as may be payable for each class of membership, shall be fixed by the Council, from
      time to time, according to the further provision of these Rules.


REGISTER OF MEMBERS

6.    The Organisation shall maintain at its registered office a Register of Members of the
      Organisation. The Register of Members shall be open to inspection as provided by
      Members of the Organisation upon payment of any reasonable fee from time to time
      determined by the Council.

7.    The Organisation may maintain a Centre Register and the provisions of paragraph 6
      shall apply mutatis mutandis to any such centre register.


TERMINATION OF MEMBERSHIP

8.    Subject to the provision of Rule 9 herein the termination of membership of any
      member of the Organisation shall be effective:

      8.1    Upon receipt, by the Organisation, of the member's written notice of
             resignation; or

      8.2    Upon receipt, by the member concerned, of written notice from the National
             Council to the effect that his membership has been terminated.

9.    No member may resign his membership, nor may the Organisation terminate the
      membership of any member, if the effect of such resignation or termination would
      result in the number of members being reduced to below seven(7).


VOTES BY MEMBERS

10.   The members of the Organisation who shall be entitled to vote upon any motion or
      resolution at any Annual or other General Meeting of the Organisation shall be the
      following and no other:

      10.1   The active financial and/or Life members of the Organisation as defined in
             Rule 3.1 herein;

      10.2   Any other member of the Organisation who, although not an active member,
             has paid the subscription that is ordinarily payable by an active member for the
             year in which any such Annual or other General Meeting of the Organisation
             may be held.

      10.3   Non Active Members who are elected to State Committees, are granted voting
             rights within their own state committee meetings only. These members must
             have paid Full Active Subscriptions in order to vote at an Annual or other
             General Meeting of the Organisation.


GENERAL MEETINGS

11.   The Organisation shall hold a General Meeting in every calendar year as its Annual
      General Meeting at such time and place as may be determined by the Council. The
      first Annual General Meeting shall be held within eighteen months of the
      incorporation of the Organisation and each subsequent General Meeting shall be held
      within fifteen months from the date of the preceding Annual General Meeting.


12.   Other General Meetings of the Organisation, including the Annual General Meeting,
      as referred to in Rule 11 above, may be called by the Council whenever it deems fit
      and shall be called on requisition by thirty five members.


NOTICE OF GENERAL MEETINGS.

13.   All members of the Organisation, including members who have no power to vote or
      participate in the discussions of the General meetings of the Organisation, shall be
      entitled to notice of every Annual General Meeting and other General Meetings of the
      Organisation.

14.   In addition to the members of the Organisation, notice of any Annual or other General
      Meeting shall be given to any member of the National Council who is not a member of
      the Organiation as defined in these Rules, and also to the Organisation’s Auditors.

15.   Twenty-one days notice, at the least, shall be given of every Annual General Meeting
      and of every meeting convened to pass a special resolution and fourteen days notice,
      at the least, shall be given of every other General Meeting.

16.   Notice of every Annual or other General Meeting shall be delivered by hand or
      dispatched by prepaid post to the address of each member as recorded in the
      Organisation’s Register of Members. Every notice dispatched by prepaid post shall be
      deemed to have been received by the member within seven days of dispatch.

17.   The accidental omission to give notice of a meeting to, or the non-receipt of such
      notice by, any person entitled to receive notice thereof shall not invalidate any
      proceedings of the meeting, including any resolution which may have been passed
      thereat.

NOTICE OF MEMBERS

18.   Any member desirous of moving any resolution at any General Meeting of the
      Organisation shall notify the Council in writing and shall specify the nature of the
      proposed resolution and the reason for its proposal.
19.   Upon receipt of any such notice referred to in Rule 18 above, the matter shall be
      considered by the Council at its next meeting and the Council shall cause notice of any
      such motion to be placed on the agenda for the next General Meeting of the
      Organisation.

PROCEEDINGS AT GENERAL MEETINGS

20.   The Annual General Meeting shall deal with and dispose of all matters appropriate to
      the function of the Organisation, including the consideration of the annual financial
      statements, and the appointment and remuneration of the Auditors.

21.   Any other General Meeting shall deal with and dispose of the mattes for which it is
      called.

22.   No business shall be transacted at any General Meeting unless a quorum is present
      when the meeting proceeds to business. Save as herein otherwise provided, ten or
      other less number constituting the full membership members who enjoy voting rights
      in the Organisation, present in person or by proxy, shall be a quorum.

23.   If within half an hour after the time appointed for the meeting, a quorum is not
      present, the meeting, if convened upon the requisition of members, shall be dissolved.
      In any other case it shall stand adjourned to a day not earlier than seven days and not
      later than twenty-one days after the date of the meeting and if at such adjourned
      meeting a quorum is not present within a half an hour after the time appointed for the
      meeting, the members holding voting rights in the Organisation present in person, or
      by proxy, shall be a quorum.

24.   The Chairman of the Council shall preside as chairman at the Annual General
      Meeting. If there is no such chairman, or if at any meeting he is not present within
      fifteen minutes after the time appointed for holding the meeting, or is unwilling to act
      as chairman, the Vice Chairman shall preside over the meeting. If the vice chairman
      is not present, the members present who hold voting rights in the Organisation, shall
      choose another member of the Council to act as chairman, or, should no such member
      be present, the members with voting rights in the Organisation shall choose one of
      their number to act as chairman.

25.   The chairman may, with the consent of any meeting at which a quorum is present (and
      shall if so directed by the meeting) adjourn the meeting from time to time and place to
      place, but no business shall be transacted at any adjourned meeting other that the
      business left unfinished at the meeting at which the adjournment took place.

26.   Subject to the provisions of Rule 27 any resolution put to vote at any Annual or other
      General Meeting of the Organisation shall be decided on a show of hands of members
      present who are entitled to vote.

27.   Should the chairman, or any other member present at the meeting be dissatisfied with
      the result of the vote on a show of hands, he shall be entitled to demand a poll, in
      terms of which any votes represented by proxy shall also be counted. The result of
      any such poll shall finally determine the acceptance or rejection of the resolution
      proposed at the meeting.
28.   If a poll is demanded in terms of Rule 27 herein, it shall be taken in such manner as
      the chairman directs and scrutineers may be appointed by the chairman to determine
      the result of the poll. In the case of any equality of votes, whether on a show of hands
      or on a poll, the chairman of the meeting shall be entitled to a second or casting vote.

29.   A poll demanded on the election of the chairman or on a question of adjournment,
      shall be taken forthwith. A poll demanded on any other question shall be taken at
      such time as the chairman of the meeting directs. The demand for a poll shall not
      prevent the continuation of a meeting or the transaction of any business other than the
      question upon which the poll has been demanded.

INSPECTION OF MINUTES


30.   The minutes kept of every General Meeting and the Annual General Meeting of the
      Organisation, may be inspected and copied in accordance with Rule 7 of these Rules.

PROXIES

31.   The instrument appointing a proxy shall be in writing under the hand of the appointer
      in the following form, or as near thereto as circumstances will admit:


               CECCHETTI BALLET AUSTRALIA

               (An Incorporated Association in terms of Section 4 of the Associations
               Incorporation
               Act 1981)

                      I                            of
               being an active member of the abovenamed Organisation as defined in Rule
               3.1 of the Organisation’s Rules hereby appoint
               of                                                           as my
               proxy to vote for me and on my behalf at the General Meeting of the
               Organisation to be held on the                   day of             and
               at any adjournment thereof from which I am absent.

                     Signed this                   day of


                                            ……………………………………..

32.   A proxy need be a member of the Organisaiton unless he or she is a non-member
      holding the office of Secretary or Treasurer.

33.   All instruments of proxy shall be lodged with the Secretary not less than twenty-four
      hours prior to the meeting to which it relates and any instrument that may be
      delivered late shall be considered invalid without the condonation of the majority of
      the members, with voting rights, who may be present at the meeting.

34.   A delegate who is the single representative of members of a distant centre of the
      Organisation shall be entitled subject to the approval of the Council to recover
      reasonable Travelling and accommodation expenses from the Organisation for his or
      her attendance at any General Meeting.

THE NATIONAL COUNCIL

35.   The business of the Organisation shall be managed by the National Council

36.   The number of the members of the Council shall not be less than six, but subject to the
      provision that there shall always be at least one member of the Council representing
      the interests and activities of the Organisation in each of its State centres, being
      Adelaide, Brisbane, Melbourne, Perth and Sydney and such other regional centres as
      the Council shall from time to time determine.

37.   Until the first members of the Council are appointed, every subscriber to the Rules
      shall be deemed for all purposes to be a member of the National Council

38.   The election of the members of the National Council shall be controlled by the
      following provisions:


      38.1   All members of the Council must hold Licentiate or higher Certificates
             awarded by the Organisation or must hold equivalent certificates awarded by
             Cecchetti International – Classical Ballet or equivalent certificates awarded
             before 30 June 2004 by the Imperial Society of Teachers of Dancing in the
             Cecchetti Method.

      38.2   The members of the Council shall be elected by ballot in terms of Rule 38.5
             herein, and unless the office of any member of the Council is vacated under
             Rule 43 herein, each member of the Council shall remain in office until the
             following Tri-ennial election of the Council, where-upon all but two of the
             members of the Council shall be obliged to retire, it being provided that any
             such retiring member of the Council shall be eligible for re-election unless he
             should indicate the contrary.

      38.3   The two members of the Council who shall not be obliged to retire at a
             Tri-ennial election in the terms of Rule 38.2 herein, shall be among the
             members of the council who shall be obliged to retire at the next Tri-ennial
             election of the Organisation.

      38.4   The members of the Council who shall not retire at a Tri-ennial election
             in terms of Rule 38.2 herein shall be resolved by the Council itself prior
             to the Tri-ennial election concerned or in default of agreement, by ballot, and
             the Council shall notify each centre of the names of the persons who shall
             remain in office for the forthcoming three year period at least three months
             prior to the forthcoming Tri-ennial election.

      38.5   Three months prior to the Tri-ennial election of the Organisation each State
             centre shall call for nominations, not to include the members of the Council
             that shall continue in office for the following three year period, from members
             of the Organisation in its own State for appointment to the Council of
             Management.
38.6   Election of Council Representative

       (a)    Elections to be held every 3 years;

       (b)    Nomination papers will require signatures of a proposer, a seconder
              and nominee all of whom must be financial members. A Member
              may nominate more than one person for Council representation.

       (c)    Nomination papers to be sent to all financial Members.

       (d)    Nomination papers to be sent out on 1st September and returned by
              1st October.
       (e)    Ballot papers to be sent out in October and returned by 1st November

       (f)    Ballot to be declared in December

       (g)    Scrutineers who are not members of the Organisation to be appointed.

       (h)    Late nominations and ballots will not be accepted.

38.7   The State centres of the Organisation, being the centres situated at Adelaide,
       Brisbane, Melbourne, Perth and Sydney, shall call for at least two
       nominations.

38.8   Each State committee then in office shall cause appropriate ballot forms to
       be prepared reflecting the names of the nominees who have indicated to the
       State Committee that they are prepared to accept nomination, and a ballot
       form shall then be sent by the State Committees to each member of the
       Organisation holding a right to vote in terms of Rule 10 of that State.

38.9   Each member of the Organisation, holding a right to vote in terms of these
       Rules shall return a properly completed ballot form not later that thirty days
       prior to the Tri-ennial election. Any ballot form that is returned late shall not
       be counted.

38.10 At the Annual General Meeting, the members shall resolve, in accordance
      with Rule 40, the number of members of office who shall hold office for the
      forthcoming three year period.

38.11 At an appropriate time in the Tri-ennial election each State Centre will appoint
      independent scrutineers.

38.12 The members of the Council for the forthcoming three year
      period shall accordingly be:

       38.12.1        Those members from the previous Tri-ennium who have not
                      been obliged to retire in terms of Rule 38.2, and

       38.12.2        Such other persons who have the most votes as cast by
                      members of the Organisation in their States, having regard to
                      the number of vacancies as resolved under Rule 38.9 provided
                      that among the appointed members of the Council, there shall
                      be at least one representative from each of the major centres,
                              being Adelaide, Brisbane, Melbourne, Perth and Sydney as
                              required under Rule 36 herein.

              38.12.3         Mid term elections where a Council Member resigns (or where
                              a midterm vacancy occurs for any other reason) must follow the
                              process of formal nomination and ballots with such
                              modifications as may be reasonably required and prescribed by
                              Council.

39.    The Members shall determine at any Annual or other General Meeting whether or not
       the Council members shall be entitled to any remuneration for their services and the
       amount of any such remuneration shall be fixed by the Members.

40.    The Organisation through its Members may from time to time, in any Annual or other
       General Meeting, increase or reduce the number of members of the Council, but
       so that the number of members will not be reduced below six.

41.1   At the first Council Meeting following an election, the members of Council
       shall, elect one of their number to act as chairman.

41.2   In respect of Council elections held after the 30 June 2004, a person elected by the
       Council as Chairman for the first time shall hold the Office of Chairman for a period
       of 6 years during which period he shall not be required to stand for re-election to his
       own State Committee. The Chairman shall hold office during the period of 6 years
       unless he should resign the chair or be dismissed from it on resolution by the majority
       of members of Council. On completion of the period of Chairmanship, the Chairman,
       if he remains a member of Council, may stand for re-election as Chairman. In the
       event that a person who has previously held the Chair for a period of 6 years (or for
       any period before 30 June 2004) is re-elected as Chairman, the further term of
       Chairmanship shall be only 3 years.

41.3   At the first Council Meeting following an election, the members of the Council shall
       elect one of their number to act as vice chairman. The vice chairman so elected shall
       act as vice chairman until the next council election, unless he should resign the
       position or be dismissed from it on resolution by the majority of the members of the
       Council.

41.4   Directors of Cecchetti International – Classical Ballet
       So long as the Organisation is entitled to appoint one or more directors to the board of
       Cecchetti International – Classical Ballet, such director or directors shall be appointed
       by the Council and at least one appointee shall be a member of the Council. Should
       the Council appointee as a director of the board of Cecchetti International – Classical
       Ballet lose office on Council, Council may revoke the appointment and appoint a
       replacement.

RESIGNATION AND REMOVAL OF COUNCIL MEMBERS.

42.    The office of a member of the Council shall be vacated if the member of the Council
       concerned:

       42.1           resigns his office by notice in writing to the Organisation and to the registrar
                      of Companies; or
      42.2           becomes prohibited from being a director of companies by virtue of any
                     provision of the Act; or

      42.3           is directly or indirectly interested in any contract or proposed contract
                     with the Organisation and fails to declare his interest and the nature thereof in
                     the manner required by the Act; or

      42.4           is removed from office by the resolution of the members of the Organisation,
                     who hold voting rights, at any General Meeting of the Organisation ceases to
                     be a member of the Organisation (where his membership is a qualification to
                     hold office) or becomes unfinancial.


                     THE POWERS AND DUTIES OF THE COUNCIL

43.   The business of the Organisation shall be managed by the Council. The Council may
      exercise all the powers of the Organisation to further the objects of the Organisation
      except those powers which must be exercised by the Organisation itself in General
      Meeting. Those powers (if any) which must be exercised by the Organisaiton in
      General Meeting are those which are prescribed or required by:

             43.1    The Act
             43.2    The Regulations made under the Act
             43.3    These Articles, or
             43.4    A resolution of the Organisation in General Meeting


44.   The Council shall be responsible for collecting all annual subscriptions, registrations and
      percentage of examination fees as may be due to the Organisation by each member, or
      prospective member, and the amount of any such subscriptions, registrations and percentage
      of examination fees shall be subject to regulation and adjustment by the Council from time
      to time. All subscriptions, registrations and examination fees to be payable within Australia
      and they shall be the sources from which the funds of the Organisation are to be derived.

45.   The Council shall be entrusted with the management and investment of monies of the Organisation
      and such monies which are placed in its hands by the State Committees

      (a)    So much of the funds of the Organisation as shall not consist of investments shall be
             kept in such current or interest bearing bank accounts as the Council determines
             and all cheques and withdrawals shall be signed by two signatories who shall
             be the National Secretary and one of two members of the National Council.

      (b)    The Council may authorise the State Committees to open, operate and maintain current
             account or interest bearing bank accounts or investments in the name of the Organisation
             and styled “Cecchetti Ballet Australia Inc” followed by state designated as required.
             In respect of any such state committee account or investment all cheques and withdrawals
             shall be signed by at least two signatories who shall be the Organiser or the State
             Representative and one of the other elected members of the relevant state committee;

      (c)    Each State Committee of the Organisation shall prepare annual financial statements in
             Respect of all accounts and investments held in the name of the Organisation by such State
             Committees and these financial statements shall be submitted to the National Council
             when requested.
46.   The Council may exercise all of the powers of the Organisation to borrow money for
      the purpose directed towards the attainment of the Organisation’s objects and, in
      doing so, the Council shall be authorised to issue securities on behalf of the
      Organisation in respect of Any such loan.

47.   The Council shall be responsible for the maintenance, and where possible,
      advancement of all standards of proficiency, professional etiquette and general
      conduct of the members of the Organisation with regard to their professional status as
      teachers of the art of the Cecchetti method of ballet.

48.   The Council shall be entitled to produce rules relative to the standard of proficiency,
      the standards of examinations as may be applied to any member seeking to advance
      his status or to any person seeking membership of the Organisation, the etiquette of
      the profession and the conduct of members relating to the affairs of the Organisation.
      The Council shall be entitled to amend, update and vary any such rules from time to
      time.

49.   The Council shall be empowered to expel any member from the Organisation who has
      failed to pay any due subscription, registration fee, examination fee or other charge or
      who, in the opinion of the Council, is guilty of conduct which is prejudicial to the
      interests of the Organisation or its objects. It is provided that before any member is
      expelled for misconduct, a disciplinary enquiry shall be held, in camera, before the
      Council. The enquiry shall be conducted in such a manner as accords with the
      principles of natural justice and the member concerned, who shall be entitled to legal
      representation, shall be given a fair opportunity of meeting and replying to any
      charge of misconduct:

      (i)    to establish and maintain a code of professional etiquette and conduct and to
             provide for the investigation of alleged breaches thereof and for the reprimand
             or expulsions from the Organisation of persons found to have acted in breach
             thereof, provided that no such expulsion shall be effected, unless the person
             concerned shall have been given reasonable opportunity to attend and make
             representations to any meeting (whether of the Organisation, the Council, or
             any Committee or Board) held to consider his case.

50.   The Council shall be empowered to hold or arrange courses, lectures and
      demonstrations pertaining to the art of the Cecchetti method of ballet training and to
      the teaching of the art for the benefit of members or prospective members of the
      Organisation.

51.   The Council shall be empowered to employ a Secretary in order to fulfil the
      secretarial functions of the Council and any remuneration payable to the Secretary
      shall be fixed by the Council. Any secretary so employed need not be a member of
      the Organisation and the office of Secretary shall be held by the person so employed
      until he or she resigns or is dismissed by the Council.

52.   The Council shall be responsible for the engagement and appointment of examiners
      for the purpose of examining and upholding the standards of proficiency of existing
      and prospective members of the Organisation.
53.    The Council shall be empowered to engage the services of accountants, legal
       representatives or any other advisers to serve, advise or act on behalf of the
       Organisation in any matter.

PROCEEDINGS OF THE COUNCIL

54.    The Council may meet for the dispatch of business; it may adjourn, otherwise
       regulate its meetings as a majority of the members of the Council deem fit.

55.    Questions arising at any meeting of the Council shall be determined by majority
       vote, and in the event of the equality of votes the Chairman shall have a second
       or casting vote in addition to the right to vote as the representative of a centre
       which eligibility is specifically by this rule conferred upon the Chairman.

56.    The quorum necessary for the transaction of the business of the Council may be fixed
       by the members of the Council to a number greater than three but unless so fixed
       shall be three.

57.    Members of the Council, including any alternative member appointed under Rule 58,
       shall be entitled - subject always to the approval of the Council - to recover from
       the Organisation all reasonably incurred travel or accommodation expenses relating to
       the attendance of any Council meeting or general meeting, or for attending to any
       other bona fide business of the Organisation.

57A.1 The Council may meet by tele-conference provided that a majority of the members of
      Council consent to meeting by tele-conference or tele-conference meetings generally
      are approved by resolution passed by the Council.

57A.2 The Council may meet by other electronic means which enable each member of
      council to communicate adequately with each other member provided that:-

       57.A.2.1       The Council has passed a resolution for the holding of such a meeting
                      which resolution specifies the electronic medium, security
                      requirements, the method of establishing a quorum, a method of taking
                      minutes and the method of recording votes,

       57.A.2.2       Each member of Council has equal access to the specified electronic
                      medium,

       57.A.2.3       A majority of members of council consent in writing before the
                      meeting to the meeting being conducted by the specified electronic
                      means.

ALTERNATIVE MEMBERS OF THE COUNCIL

58.    In the event that a member of Council is for any reason unavailable, his/her place
       shall be, during such time as he/she will be unavailable, taken by the State Organiser
       or in the event of that person being unavailable, by the nominee of the relevant State
       Committee.


59.    The alternative members of the Council, whilst acting in the stead of the members
       who appointed them, shall exercise and discharge all the powers, duties and functions
       of the Council members they represent. The appointment of an alternative member
       of the Council shall be revoked, and the alternative member shall cease to hold office
       whenever the Council member who appointed him returns to Council duty or ceases
       to be a member of the Council or gives notice to the Secretary of the Organisation that the
       alternative member representing him has ceased to so do.

              ACCOUNTING RECORDS

60.    The Council shall cause the keeping of proper accounting records in accordance
       with the requirements both of the Act and of standard accounting practice. The records
       must fairly present the state of affairs and business of the Organisation and explain the
       transactions and financial position of its business.

61.    The accounting records shall be kept at the registered office of the Organisation or at such other
       place or places as the Council determines, and shall at all reasonable times be open to
       inspection by the members of the Council. The Secretary shall keep in his custody or
       control at the registered office, all books, documents and securities of the Organisation.

62.    Subject to any legislative requirement to the contrary the Council shall from time to
       time determine whether and to what extent and at what times and places and under
       what conditions the accounting records of the Organisation shall be open to inspection by
       members who are not members of the Council.


       62(a) The common seal of the Organisation shall be kept in the custody of the Secretary
             at the registered office of the Organisation or at such other place or places as the
             Council determines.

       62(b) The common seal shall not be affixed to any instrument except by the authority
             of the Council and the affixing of the common seal shall be attested by the
             signatures either of two members of the Council, or of one member of the
             Council and of the Public Officer of the Organisation.

              ANNUAL FINANCIAL STATEMENTS

63.    The Council shall from time to time, in accordance with proper accounting practice
       and the Act, cause to be prepared and laid before the Organisation in General Meeting
       such annual financial statements as are required by the Act, these rules and proper
       accounting practice. The Council and the State Committees shall adopt as their
       financial year the period from the first day of March to the last day of February.

64.    A copy of any annual financial statements, which are to be laid before the Organisation in
       General Meeting shall on the request of any member be made available to such member.

                             AUDIT

65.    An Auditor shall be appointed to report to the Organisation upon the correctness of its
       accounting records.

65A.   Each State Committee of the Organisation shall cause an Auditor acceptable to the Council
       to be appointed to report to the State Committee and to the Council upon the correctness
       of the State Committee’s accounting records and upon all bank accounts and investments
       held in the name of the Organisation by such State Committees. On or before April 1st in
       the same year Each State Committee shall submit to Council the Report of the audit of the
       State Committee records and accounts for the year ending the last day of the previous
       February.

                             NOTICES

66.    Any notice to be given by the Organisation to any member shall be sent by prepaid post
       to such member at his address recorded as such in the Organisation records or his last
       address known to the Secretary.

                             WINDING UP

67.1   If the Organisation is wound up, de-registered or dissolved the provisions of the Statement
       of Purposes relating to disposition of funds and assets upon such an event shall be applied.

67.2   In the event of the Organisation being dissolved, the amount which remains after such
       dissolution and the satisfaction of all debts and liabilities shall be transferred to any
       organisation which has similar objects and which has rules prohibiting the distribution of
       its assets and income to its members.

                             SAVINGS

68.    The various existing and future state Committees of the Organisation may adopt Rules not
       inconsistent with these Rules or with the Act for the efficient functioning and conduct
       of such Committees at centre level.

                             ALTERATION AND AMENDMENT

69.    The Organisation may be entitled from time to time, subject to the lawful provisions to the
       contrary contained in the Act or regulations thereunder, to effect any alteration or
       amendments to its Rules and objects. Any such alteration or amendment may be
       proposed to an Annual General Meeting of the Organisation and shall be of no force and
       effect unless approved by a three-quarters majority of those members present and
       voting at such meeting.

                             STATE COMMITTEES

70.    Each state centre of the Organisation shall have its own committee which shall be
       empowered to fulfil all functions of the Organisation not by these Rules vested in
       the Council. Without limiting the generality of this Rule the functions of such
       a committee will include the conduct of examinations, revision classes and the
       payment of such percentage of examination income as is determined by Council in
       respect equally of all State Centres.

71.    Each state committee shall consist of:-

       (a)    An Organiser/Secretary - who must be an Associate Diploma or holder of a higher
              qualification of the Organisation, and who may not serve as a representative on the
              National Council except in the case of Clause 58.

       (b)    A Secretary/or Treasurer.
      (c)    At least three members of the Organisation elected by the members of the
             Organisation within that State.


             ELECTION AND ROTATION OF STATE COMMITTEES

72.   Subject to the following exceptions and provisions these Rules shall apply mutatis
      mutandis to the internal regulation of each State Committee the exceptions being:-

      (a)    Elections to be held every three years.

      (b)    State centres to hold their own elections for Organizer - Secretary and
             Treasurer and Committee Members at the same time as those for Council.

      (c)    Council will appoint Organizers for Country Centres where necessary.

      (d)    Nomination papers will require signatures of a proposer, a seconder,
             and nominee, all of whom must be financial members and/or Life Member. A
             member can nominate as many members for the different positions as they like
             and the Secretary and Treasurer need not be a Member.

      (e)    Nomination papers to be sent to all financial members.

      (f)    Nomination papers to be sent out on 1st September and returned by
             1st October.

      (g)    Ballot papers to be sent out in October and returned by 1st November.

      (h)    Ballot to be declared in December.

      (i)    Scrutineers who are not members of the Organisation to be appointed.

      (j)    Late nominations and ballots will not be accepted.

      (k)    Mid term elections where a State Committee Member resigns (or where a midterm
             vacancy occurs for any other reason) must follow the process of formal
             nomination and ballots with such modifications as may be reasonably required and
             prescribed by each State Committee.
ASSOCIATIONS INCORPORATION ACT 1981
SECTION 5(b)

STATEMENT OF PURPOSES

1.   The name of the proposed incorporated Association is

     CECCHETTI BALLET AUSTRALIA INCORPORATED.

2.   The purpose for which the proposed incorporated Association is established
     are

     (a)(i) to regularise the status within the Commonwealth of Australia and its
            territories and the Dominion of New Zealand of that body of persons
            within Australia and its territories who have heretofore been members
            or associates of the Imperial Society of Teachers of Dancing, a
            company incorporated under the Companies Act 1929 of the United
            Kingdom with liability limited by guarantee.

     (a)(ii) to regularise the status within Korea, Malaysia, Thailand and within
             any other country in Asia of those persons who have heretofore been
             members or associates of the Imperial Society of Teachers of Dancing
             or of those who may be members of Cecchetti International Classical
             Ballet, a corporation created by the grant of a charter by letters patent
             under the provisions of the Canada Corporations Act.

     (b)    The name of the Association shall be Cecchetti Ballet Australia.


     (c)    The objects of the Organisation shall be:-

            (i)     to foster, promote, advance and sponsor the use of the Cecchetti
                    method of classical ballet training;

            (ii)    to foster, promote, advance and sponsor the development of the
                    Cecchetti method of classical ballet;

            (iii)   to provide instruction in the essence of the historical tradition of
                    the Cecchetti method of classical ballet;

            (iv)    to encourage and promote the development, growth and
                    awareness of the profession and art of dance by interaction
                    between members of the international dance profession;

            (v)     to sponsor and coordinate dance training in the Cecchetti
                    method;

            (vi)    to promote and enhance the status of dance in the context of the
                    arts and education;
                    (vii)   to promote appropriate standards for Teachers credentials and
                            curriculum used in the Cecchetti method of classical ballet
                            training


             (d)    For the foregoing purposes it is declared that :-

                    (i)     The members of the Association wherever situated in
                            Australia, its territories and Internationally shall,
                            notwithstanding the functioning of branch committees
                            of the Association, constitute one body,
                            and

                    (ii)    That any proceedings by or against the Association or
                            concerning its funds, assets, memberships or any other
                            matter whatsoever touching it, shall be justiciable in the
                            Courts of Victoria and according to the laws of Victoria.

      3.     The funds of the Organisation shall be applied as it may direct towards the
             fulfilment of the above purposes.

      4.     The Organisation is a non-profit organization and accordingly, it is declared
             that upon the winding up of the Organisation and subject to any lawful judicial

             directive to the contrary, the funds of the Organisation may be transferred to
             any Company, Association or Organisation whether incorporated or not having
             objects Similar to those of this Organisation.

This is the annexure of two (2) pages signed by Athol Willoughby for the purposes of
identification referred to in the declaration of the said Athol Willoughby made the day
of                           2007.


Before me………………………………………………

				
DOCUMENT INFO
Shared By:
Categories:
Stats:
views:99
posted:3/13/2010
language:English
pages:17
Description: RULES OF CECCHETTI BALLET AUSTRALIA Incorporated INTERPRETATION 1