Rules of Association - Rules of the Friends of the National .doc by shenreng9qgrg132


									           Rules of the Friends of the National Library of Australia
                                (revised December 2005)


The Name of the Association is the FRIENDS OF THE NATIONAL LIBRARY
AUSTRALIA INCORPORATED (hereinafter referred to as ‘the Association’).


In these rules except where the contrary intention appears, words importing one
gender include all genders and words importing the singular include the plural.


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

             (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


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

          (iv)      (a)     to raise funds for the purpose of achieving the objects of the

                            (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.


The offices of the Association shall be situated in Canberra in the Australian Capital


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


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

(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

(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.

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

(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.


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.


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.

The financial year of the Association shall end on the last day of June.


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


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.


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.


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;

             (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.


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.


       (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.


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

(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.


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.


Five (5) Officers shall constitute a quorum for the transaction of the business of a
meeting 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)


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.


Every financial Member of the Association shall be qualified to act as an Officer.


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.

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.


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.


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.


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.


   (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.


  (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.

(full name)

of ………………………………………………………………………………………..

being a member of the Friends of the National Library of Australia Incorporated

hereby appoint …………………………………………………………………………
(full name of Proxy)

of ……………………………………………………………………………………….

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)
NOTE: A proxy vote may not be given to a person who is not a member of the


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


   (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.


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.

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.


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.


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

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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