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Rules of the Friends of the National Library of Australia Incorporated (revised December 2005) 1. NAME The Name of the Association is the FRIENDS OF THE NATIONAL LIBRARY AUSTRALIA INCORPORATED (hereinafter referred to as ‘the Association’). 2. INTERPRETATION In these rules except where the contrary intention appears, words importing one gender include all genders and words importing the singular include the plural. 3. OBJECTS The objects of the association are: (i) To encourage Public and private support for the National Library of Australia through appreciation of the aims and objectives of the National Library of Australia, and therefore to develop within the Australian Community at large a tradition of caring for and cherishing the National Library of Australia as a national institution; (ii) To foster among Members of the Association and other interested parties a sense of involvement with, and understanding of, the collections, objectives and operations of the National Library of Australia; (iii) To encourage support and promote the work of individuals and organisations making a contribution to Australian culture in any of the following ways; (a) By publicising their work to both the Association and the public at large, (b) By taking part in conferences seminars and festivals promoting encouraging or advancing scholarship, cultural and intellectual debate, literary and artistic pursuits including appreciating Australian history, heritage and achievements, (c) For the benefit of the Association and the public at large by conducting programs, social functions, readings, talks and including performances of works likely to contribute to cultural life, and (d) By encouraging the work of Australian indigenous people; (iv) To manage and conduct competitions to appoint a judge or judges to determine relative merits of entries and to determine prizes or awards; (v) To publicise the resources and facilities of the National Library of Australia and to stimulate greater awareness within the community of the role of the National Library of Australia; (vi) To make donations of funds and source materials to both individuals and organisations for the purposes in accordance with these Objects; (vii) To encourage and promote such other purposes of the National Library of Australia as may from time to time be approved by the Association through general and specific fund raising activities provided such activities are not in derogation of the Objects of the Association; and (viii) To co-operate with other Australian libraries, museums and other kindred organizations from time to time for any purposes consistent with these Objects. 4. POWERS The Association shall have the power: (i) To hold meetings and to organise and conduct activities in the name of the Association. (ii) To carry on its activities in the Australian Capital Territory and to carry on activities in other parts of Australia and to establish branches of the Association in any other State or Territory of Australia. (iii) To pay all costs incidental to the promotion and formation of the Association. (iv) (a) to raise funds for the purpose of achieving the objects of the Association: (A) by borrowing on such terms and on such security as may be thought fit by the Association; or (B) by guarantees, subscriptions, sponsorships (commercial or otherwise), gifts, donations or undertaking any other enterprise as may be thought fit by the Association; or (C) in response to Government grants or private institution grants (commercial or otherwise). (b) to accept funds raised in accordance with sub-rule 4 (iv) (a) either unconditionally or subjected to such conditions as may be agreed, provided however that no such conditions shall be inconsistent with the objects of the Association. (c) to subscribe to, become a member of, or co-operate with any other Association, Organisation or otherwise, whether incorporated or not, whose objects are determined by the Association to be similar to those of the Association. (d) to acquire, hold, purchase, lease, sell, exchange, mortgage or in any other way dispose of any form of property real or personal, for the purpose of Association. (e) to publish and/or produce such material as is desirable for the promotion of the objects and purposes of the Association. (f) to invest and/or deal with all or any monies of the Association not immediately required for any of its objects or purposes in such manner as the Association determines. (g) to do all such other lawful things as are incidental or conductive to the attainment of any of the objects and purposes specific in the foregoing provision of this Rule. 5. OFFICES The offices of the Association shall be situated in Canberra in the Australian Capital Territory. 6. MANAGEMENT The Association shall be managed by a Committee of Management (in these Rules referred to as ‘the Committee’) in accordance with the Rules of the Association herein as amended from time to time (in this Constitution and Rules referred to as ‘the Rules’). 7. INCOME AND PROPERTY Towards the promotion of the objects of the Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus of otherwise to the Members or employees of the Association provided that nothing contained in the Rule shall prevent payment in good faith to any person or organization including a member of the Association or employee: (i) For services rendered to the Association. (ii) For goods supplied in the ordinary and usual conduct of business of the Association. (iii) For interest not exceeding the bank’s benchmark interest rate prevailing in the Australian Capital Territory as at the date of any loan on money borrowed by the Association for its purposes and objects from any such member or employee. (iv) Payment of fair and reasonable rent by the Association for premises demised to or let to the Association by any such member or employee. 8. FUNDS Funds of the Association shall be kept in such bank account or bank accounts as shall be determined by the Committee from time to time: (i) (a) Cheques drawn on the account or accounts of the Association shall be signed by the Executive Officer and any one member o the Committee, designated as cosignatory at the time of such signing. (b) Credit Card transactions operated against an account or accounts of the Association shall be authorised in writing by the Executive Officer and any one member of the Committee designated as a cosignatory at the time of the transaction. (ii) Payment of any and all accounts or amounts due and payable by the Association shall be made only on the authorisation of one of either the Executive Officer, the Chairperson or the Treasurer as at the time of such payment or payments to a maximum of any one account or amount due and payable by the Association of $5,000.00. (iv) Cheques drawn or Credit Card transactions against the account or accounts in payment of any one account exceeding $5,000.00 shall only be made if firstly duly authorised by the Committee for such purpose. (v) Other conditions of use of a credit card by an officer of the Committee shall be determined and duly authorised by the Committee. 9. ACCOUNTS The Association shall cause proper accounts to be kept in respect of: (i) All sums of money received and expended by the Association and the manner in respect of which the receipt of all expenditure takes place. (ii) All sales and purchases of goods by the Association. (iii) The assets and liabilities of the Association. (iv) The accounts, books, letters, papers and documents of the Association shall be kept at the office of the Association or at such other place or places as the Committee thinks fit and shall always be open to inspection by any Member. 10. TREASURER The Treasurer of the Association shall ensure that all general records, accounting books and records of receipts and expenditures connected with the operations and business of the Association are faithfully kept in such formal manner as the Committee may direct. 11. FINANCIAL YEAR The financial year of the Association shall end on the last day of June. 12. AUDITOR The accounts shall as soon as practical after the end of the financial year be audited by a qualified accountant or accountants who shall be appointed by the Committee and who shall not be a member or members, nor the Public Officer of the Association. A vacancy occurring in the office of Auditor during the year shall be appointed by the Committee. 13. PUBLIC OFFICER The Association shall, within fourteen (14) days after incorporation appoint a person resident in the Territory to be the Public Officer of the Association and, if that office at any time becomes vacant, shall, within Fourteen (14) days after it becomes vacant, appoint a person resident in the Territory to fill the vacancy. 14. EXECUTIVE OFFICER The Committee shall be assisted at all times in the management and administration of the Association by the Executive Officer. The Executive Officer of the Association shall be that person duly nominated by the Director General of the National Library of Australia from time to time who shall in addition to his or her prescribed duties, act at all times in the capacity of Secretary to the Committee and the Association. 15. MEMBERSHIP The Association shall consist of Members, the Director General of the National Library of Australia, and two (2) nominees of the National Library of Australia duly nominated in writing from time to time by the said Director General, and the Executive Officer of the Association who is appointed from time to time by the Director General. (Hereinafter referred to as ‘Members’). (i) Membership of the Association will be open to any of the following: (a) Persons (referred to as ‘Individuals’), (b) Households being a group of up to two adults and any dependent children residing in the same residence, (referred to as ‘Household’) and (c) Associations, organisations, partnerships or other bodies whether incorporated or not (referred to as ‘Organisations’) who support the objects of the Association and subject to the payment by the applicant for membership of any entrance fee and the first subscription for membership as determined by the Committee. Should the application for membership be refused by the Committee then the amount paid will be refunded. Subsequent subscriptions will be paid by the Member as and when they fall due for payment. (ii) The Committee may offer to Members differing rates for subscription for membership, for differing categories of membership and for differing periods provided the period is of not less than one year. The Committee may offer Honorary Life Membership to the Association on such conditions as the Committee may determine. (iii) The Committee may by resolution suspend or terminate the membership of any Member at any time where the Committee considers such action desirable in the interests of the Association, always providing that a Member so disciplined by the Committee has been given the opportunity to make oral and/or written representation to the Committee, and that the rules of natural justice have been abided by. (iv) A decision of the Committee concerning membership of the Association may be reviewed, varied or reversed at a General Meeting. The General Meeting shall be called within one month of the receipt of a request for such a meeting from the member disciplined as in sub rule 15(iii) and; (a) No business other than the question of appeal shall be transacted; (b) The committee and the Member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and (c) The Members present shall vote by secret ballot on the question of whether the resolution made under sub rule 15(iii) is confirmed. (v) A Member shall be unfinancial when that Member’s subscription remains unpaid for a period of 3 months or more after the subscription is due and payable by that Member unless an extension of time for payment has been granted to that member. A member will not be unfinancial if payment is made of a subscription within the time as extended and the extension of the time may be granted to the Member after that period of 3 months. (vi) A member may resign his, her or its membership by notice in writing to the Executive Officer; such resignation shall not prejudice the right of the Association to recover any monies owing by the Member to the Association at the date of resignation. 16. ROLL OF MEMBERSHIP AND NOTICES The Executive Officer shall ensure that a roll of Members is kept showing their addresses and it shall be the responsibility of Members to notify changes of Addresses to the Executive Officer. 17. COMMITTEE (i) The Committee shall consist of no less than eight (8) Members and no more than sixteen (16) Members at any time (hereinafter referred to as "Officers”) and shall include: (a) The Chairperson. (b) The Deputy Chairperson. (c) The Treasurer. (d) The Executive Officer ex officio. (e) Subject to the above provisions no more than nine (9) Committee Members, including other Members who may from time to time be co- opted. Co-opted Members are by definition Members of the Committee and shall be deemed Officers. (f) The Director-General (ex officio) of the National Library of Australia and two (2) nominees of the National Library of Australia duly nominated in writing from time to time by the Director General. (ii) Nominations for Membership of the Committee other than the Director General, the Nominees of the Director General and the Executive Officer shall be made in writing to the Executive Officer and received into the hands of the Executive Officer on or before 5.00pm two calendar months before the day of the Annual General Meeting for which the Nominations have been called. Such nominations are to be signed by the nominee and seconded by two (2) financial Members in support of the nominations. (iii) Maximum uninterrupted service for Officers (except the Director General, the Two Nominees and the Executive Officer from time to time) shall be three (3) years. After such period Officers shall not hold office for a minimum of twelve (12) months. (iv) Subject to these Rules, and Resolutions of a general Meeting of the Association, the Committee shall control and manage the affairs of the Association, determine its policy, exercise its powers and conduct activities for the purpose of achieving the Association’s objects. 18. ELECTION OF OFFICERS OF COMMITTEE Subject to rules 17 and 18 Officers shall be elected by a postal ballot of all financial members and the results shall be announced at Annual General Meetings, elected officers shall hold office until the conclusion of the following Annual General Meeting. (i) The Committee may, if it considers it in the interests of The Association to do so, from time to time co-opt financial Members of the Association in addition to those provided for by rule 17, but Officers so co-opted shall not at any time exceed six (6) in number. (ii) Casual vacancies as occurring in the Committee may be filled by a co-option of financial Members by the Committee. (iii) Where a financial Member has been co-opted to be an Officer under rule (i)(e) they shall hold office until the Annual General Meeting next following his or her co-option. 19. COMMITTEE VACANCY For the purposes of these Rules, a vacancy in the office of a Member of the Committee occurs if the Member: (a) dies; (b) ceases to be a Member of the Association; (c) resigns the office; (d) becomes an insolvent under administration within the meaning of the Corporations Law; (e) suffers from mental or physical incapacity; (f) is disqualified from office under subsection 63(1) of the Associations Incorporation Act; or (g) is absent without apology or without the consent of the Committee from all meetings of the Committee held during a period of 3 months. 20. QUORUM OF COMMITTEE Five (5) Officers shall constitute a quorum for the transaction of the business of a meeting of the Committee. 21. MEETINGS OF THE COMMITTEE The Committee shall meet as often as necessary but no less than (4) times in each financial year. Meetings shall be called by the Executive Officer as directed by the Committee or at the request of the Chairperson, Deputy Chairperson or any two (2) Officers. 22. AD HOC COMMITTEES The Committee may appoint Sub-Committees consisting of one or more Officers with or without other Members and may delegate to such Sub-Committees such functions of the Committees as it thinks fit. 23. QUALIFICATIONS OF COMMITTEE OFFICERS Every financial Member of the Association shall be qualified to act as an Officer. 24. NOTICE OF COMMITTEE MEETINGS Seven (7) days notice of every meeting of the Committee or forty-eight (48) hours notice in case of emergency shall be given to its Members. 25. CHAIRPERSON AT COMMITTEE MEETINGS At meetings of the Committee the Chairperson, or in his or her absence the Deputy Chairperson, presides as Chairperson. If at any meeting neither the Chairperson not the Deputy Chairperson is present within fifteen (15) minutes after the time appointed for holding the same, the Officers shall choose one of their number to be Chairperson at that meeting. 26. VOTING Questions arising at any meeting of the Committee shall be decided by a majority of votes of the Officers then present. The Chairperson shall have a deliberative vote and a casting vote. 27. RIGHTS OF MEMBERS Members who have paid all subscriptions due and payable by them will be entitled to participate in meetings and activities of the Association and to vote at meetings of the Association and in the election of the Committee. 28. VOTING RIGHTS OF MEMBERS Voting rights of Members will be as follows: (i) Individuals- (not being in a Household)-one (1) vote each, (ii) Households-two (2) votes per Household, which can be exercised by one adult person in the Household membership, and (iii) Organisations- two (2) votes per Organisation, which can be exercised by any one adult person appointed in writing by the Organisation and which appointment is sent to the Executive Officer: in the case of a postal vote, with that postal vote, or in any other case not later than one hour before the meeting. 29. GENERAL MEETINGS (i) The Association shall meet in General Meeting from time to time as necessary and may transact such business as is set out in the Notice Paper convening the meeting. (ii) The Annual General Meeting shall be held at a time and place decided by the Committee and notified to the Members by way of written notice of not less than three (3) weeks in advance provided that the Annual General Meeting shall not be held later than the Thirtieth (30) day of December in any year. (iii) Special General Meetings may be called by the Chairperson as deemed necessary, upon receipt by the Executive Officer of a written request from no less than five (5)% of the Members of the Association at such time. Notice of any Special General Meeting must be given to members no later than fourteen (14) days in advance of the appointed General Meeting. (iv) Twenty-five (25) Members shall constitute a quorum for the transaction of the business of a General Meeting of the Association. (v) All votes shall be given personally or by proxy. A question arising at a General Meeting shall be determined on show of hands and unless before or on the declaration of the show of hands a poll is demanded a declaration by the person presiding that a resolution has by a show of hands been carried or carried unanimously or carried by a particular majority or lost or 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 the resolution. At a General Meeting a poll may be demanded by the person presiding or by not less than 3 Members present in person or by proxy at the meeting. Where the poll is demanded at a General Meeting a poll shall be given: (a) Immediately in case of a poll which relates to the election of a person to preside at the meeting or for the question of an adjournment or; (b) In any other case in such manner and at such time before the close of the meeting as the person presiding directs and the resolution of the poll on the matter shall be deemed to be a resolution of a meeting on that matter. (iii) The Chairperson, and in his or her absence the Deputy Chairperson, shall preside as Chairperson at every General Meeting and if neither the Chairperson nor the Deputy Chairperson shall be present within fifteen (15) minutes after the time appointed for holding the meeting, or if they are unwilling to act as Chairperson then the Members present will choose one of their number to act as Chairperson. (iv) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of any meeting. 30. APPOINTMENT OF PROXIES (i) Each Member shall be entitled to appoint another Member as proxy by notice given to the Executive Officer no later than 24 hours before the time of the meeting in respect of which the proxy is appointed; (ii) The notice appointing the proxy shall be in the form set out below and may be delivered by facsimile transmission to the Executive Officer, or failing that person the Chairperson of the meeting. FORM OF APPOINTMENT OF PROXY I,………………………………………………………………………………………… (full name) of ……………………………………………………………………………………….. (address) being a member of the Friends of the National Library of Australia Incorporated hereby appoint ………………………………………………………………………… (full name of Proxy) of ………………………………………………………………………………………. (address) being a member of the Friends of the National Library of Australia Incorporated, as my proxy to vote for me on my behalf at the general meeting of the Association (annual general meeting or other general meeting, as the case may be) to be held on the day and at any adjournment of that meeting. *My proxy is authorised to vote in favour or/against (delete as appropriate) the resolution (insert details). ………………………………………… (Signature of member appointing proxy) (*To be inserted if desired) Date………………………………….. NOTE: A proxy vote may not be given to a person who is not a member of the Association. 31. NOTICES Notices to Members and Officers may be served in writing and posted to the addresses shown on the roll of Members and shall be deemed to be received forty- eight (48) hours after posting. 32. SEAL The Committee shall obtain a seal for the Association, which shall be kept in the custody of the Executive Officer. The seal shall not be affixed to any instrument on behalf of the Association save with the authority of the Committee and in the presence of two (2) Officers and either the Chairperson or the Deputy Chairperson, and the Officers in whose presence the seal is affixed shall sign the instrument to which it is affixed. 33. DISCLOSURE OF INTERESTS IN CONTRACTS ETC (i) Officers who have interests in any contract or arrangement made or proposed to be made with the Association, or are members of a group or organisation, which is negotiating with the Association, shall disclose their interest at the first meeting of the Association at which the contract or arrangement is first taken into consideration, if their interest then exists, or, in any other case, at the first meeting of the Committee after the acquisition of their interest. (ii) Officers who become interested in a contract or arrangement shall disclose such interest at the next meeting of the Committee after the contract or arrangement is made or entered into. (iii) No Officer shall vote as an Officer in respect of any contract or arrangement in which they are interested and if they do so vote, their vote shall not be counted. 34. INDEMNITY Every Officer Member of a Sub-Committee or other Member acting in good faith in the performance of his or her duties or functions and any employee of the Association and person employed by the Association Auditor shall be indemnified out of the funds of the Association against liability incurred by him or her as such in defending any proceedings whether civil or criminal in which judgment is given in his or her favour or in which he or she is acquitted. 35. No Officers or Members of the Committee or other Members acting in good faith in the performance of their duties or functions shall be liable for the acts, receipts, neglects or defaults of any other Member or Officer or for joining in any receipts or other acts of conformity or for any loss or expenses happening to the Association through any insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any monies, securities or effects shall be deposited or for any loss occasioned by any error of judgment or oversight on their part or for any other loss, damage, misfortune whatever which shall happen in the execution of or in relation thereto unless through their own negligence, default, breach of duty or breach of trust. 36. WINDING UP Upon the winding up of the Association, the assets of the Association after payment of debts and liabilities of the Association and the costs, charges and expenses of the winding up may, by resolution passed by a majority of at least three quarters of those Members present at the relevant General Meeting and/or who have submitted their written vote in that respect by way of postal vote prior to such General Meeting, be distributed to the National Library of Australia, otherwise the provisions of Section 92 of the Associations Incorporation Act. 1991 shall apply. 37. AMENDMENT These Rules may be amended at a General Meeting of the Association by resolution of which twenty-one (21) days notice has been given and which is carried by a three quarters majority of those financial Members present. The wording of any proposed amendment contemplated herein shall be included in the notice calling the General Meeting. Where the nature of the business proposed to be dealt with at a General Meeting Requires a special resolution of the Association, the Secretary shall, at least 21 days before the date fixed for the holding of the General Meeting, cause notice to be sent by prepaid post to each Member at the Member’s address appearing in the register of Members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting, in addition specifying the intention to propose the resolution as a special resolution. A special resolution must be passed by at least three quarters of those financial Members present.
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