CLTAV Constitution

The name of the Incorporated Association is the CHINESE LANGUAGE TEACHERS' ASSOCIATION OF VICTORIA INC. (in these Rules called "the Association")

In these Rules, unless the contrary intention appears :

"Committee'' means the committee of Management of the Association.

"Financial Year" means the year ending on 30th June.

"General Meeting" means a general meeting of members
convened in accordance with Rule 11.

"Full Membership" means a qualified teacher of Chinese.

"Student Membership" means teachers in training of
Chinese.

"Associate Membership" means qualified individuals and
institutions, residing outside Victoria, with no voting
rights.

"Honorary Life Membership" means qualified individuals
and institutions who have made a great contribution
to the Association and are appointed at the Annual
General Meeting, with no voting rights.

"Ordinary Member of the Committee" means a member
of the Committee who is not an officer of the
Association under Rule 21.

"The Act" means the Associations Incorporation Act of
1981.

"The Regulations" means Regulations under the Act.

In these Rules, a reference to the Secretary of the
Association is a reference :

(a) where a person holds office under these Rules as
     Secretary of the Association,to that person and;

(b) In any other cases, to the Public Officer of the
     Association

Words or expressions contained in these Rules shall be
interpreted in accordance with the interpretation of
Legislation Act 1984 and the Act as in force from time
to time.

POWERS OF THE ASSOCIATION

Subject to the Act and the Statement of Purposes as contained in Appendix 3, the Association has the following powers to attain its purposes:-

(1)   to purchase, take on lease or in exchange, hire or        otherwise secure any real or personal estate;

(2)   to accept any gift of property;

(3)   to construct, maintain and alter any house;

(4)   to take such steps by personal or written appeals,        public meetings or otherwise, as may from time to
      time be deemed expedient, for the purpose of
      procuring contributions to the funds of the
      Association, in the form of donations, annual        subscriptions or similar enterprise;

(5)   to print and publish any newspaper, periodical,
       book or leaflet that the Association may think
       desirable for the promotion of its objectives;

(6)   to invest and deal with moneys of the Association
      not immediately required in such manner as is from
      time to time thought fit;

(7)   to act as trustee or accept and hold upon trust,
      real and personal property;

(8)   to subscribe to any local or other charity and to
      grant donations for any public purpose;

(9)   to make any payment of moneys of the
       Association to any person or for any purpose        herein before specifically described,where the
       making of such payment would in the opinion        of the Committee tend to further the objectives        of the Association;

(10) to raise or borrow money upon such terms and in
      such manner as it thinks fit;

(11) to secure the repayment of moneys so raised or        borrowed or the payment of a debt or liability of
       the association by giving mortgages, charges or
       securities upon or over all or any of the property
       of the Association;

(12) to make by-laws, not inconsistent with this        Constitution, prescribing all matters which are        necessary or convenient to be prescribed for
       carrying out or giving effect to this Constitution
       and;

(13) to do all things as are incidental or conductive to
       the attainment of the purposes and the exercise
       of the powers of the Association.

APPLICATION FOR MEMBERSHIP

There are four types of membership of the Association
as defined in sub-clause 2(1) above: Full Membership, Student Membership, Associate Membership and Honorary Life Membership.

The Association may appoint Patrons whose membership is honorary.

A natural person (over 18 years old) who is nominated and approved for membership as provided in these Rules, is eligible to be a member of the Association on payment of the entrance fee and annual subscription payable under these Rules.

A person who is not a member of the Association at the time of the incorporation of the Association (or who was a member at that time but has ceased to be a member) shall not be admitted to membership:-

(a) unless nominated as provided in sub-clause (3) and;

(b) the admission as a member is approved by the      Committee.

A nomination of a person or institution for membership
of the Association:-

(a) shall be made in writing in the form set out in
     Appendix 1 and;

(b) shall be lodged with the Secretary of the
     Association.

As soon as is practicable after the receipt of a nomination, the Secretary shall refer the nomination to the Committee.

Upon a nomination being referred to the Committee, the
Committee shall determine whether to approve or to reject the nomination.

Upon a nomination being approved by the Committee,
the Secretary shall, with as little delay as possible,
notify the nominee in writing of the approval for
membership of the Association and request payment,
within the period of 28 days after receipt of the
notification, of the sum payable under these Rules as
the entrance fee and the first year's annual subscription.

The Secretary shall, upon payment of the amounts
referred to in sub-clause (6) within the period referred
to in that sub-clause, enter the nominee's name in the
register of members and, upon the name being so
entered, the nominee becomes a member of the
Association.

A right, privilege, or obligation of a person by reason of
membership of the Association :-

(a) is not capable of being transferred or transmitted
      to another person and;

(b) terminates upon the cessation of membership
      whether by death or resignation or otherwise.

RESIGNATION AND EXPULSION OF A MEMBER

      A member of the Association who has paid all moneys due
      and payable by the member to the Association, may resign
      from the Association by first giving one month's notice in
      writing, to the Secretary, of his or her intention to resign
      and upon the expiration of that period of notice, the
      member ceases to be a member.

      Upon the expiration of a notice given under sub-clause
      (1), the Secretary shall make, in the register of members,
      an entry recording the date on which the member by
      whom the notice was given, ceased to be a member.

      Subject to these Rules, the Committee may by resolution:-

      (a) expel a member from the Association;

      (b) suspend a member from membership of the Association             for a specified period or;

      (c) fine a member an amount not exceeding $20 - if the             Committee is of the opinion that the member :

            (i) has refused or neglected to comply with these Rules
                 or;

            (ii) has been guilty of conduct unbecoming a member or
                 prejudicial to the interests of the Association.

       A resolution of the Committee under sub-clause (1):-

      (a) does not take effect unless the Committee, at a             meeting held not earlier than 14 and not later than             28 days after the service on the member of a notice under             sub-clause (3), confirms the resolution in accordance             with this clause and;

      (b) where the member exercises a right of appeal to the             Association under this clause, does not take effect             unless the Association confirms the resolution in             accordance with this clause.

      If the Committee passes a resolution under sub-clause (1), the
      Secretary shall, as soon as is practicable, cause to be served
      on the member, a notice in writing:-

      (a) setting out the resolution of the Committee and the             grounds on which it is based;

      (b) stating that the member may address the Committee at
            a meeting to be held not earlier than 14 and not less             than 28 days after service of the notice;

      (c) stating the date, place and time of that meeting;

      (d) informing the member that he or she may do one or             more of the following:

            (i) Attend that meeting

            (ii) Give to the committee before the date of the                   meeting, a written statement seeking the
                  revocation of the resolution and;

            (iii)  Not later than 24 hours before the date of the                   meeting, lodge with the Secretary, a notice to the                   effect that he or she wishes to appeal to the
                  Association in general meeting against the                   Resolution.

At a meeting of the Committee held in accordance with sub- clause (2), the Committee:

      (a) shall give to the member, an opportunity to be             heard;

      (b) shall give due consideration to any written             statement submitted by the member and;

      (c) shall by resolution, determine whether to
            confirm or to revoke the resolution.

      If the Secretary receives a notice under sub-clause (3), he or
      she shall notify the Committee and the Committee shall convene
      a general meeting of the Association to be held within twenty       -one days after the date on which the Secretary received the       notice.

      At a general meeting of the Association convened under sub-
      clause(5):-

      (a) no business other than the question of the appeal shall             be transacted;

      (b) the committee may place before the meeting, details of             the grounds for the resolution and the reasons for the             passing of the resolution;

      (c) the member shall be given an opportunity to be heard             and;

      (d) the members present shall vote by secret ballot on the             question whether the resolution should be confirmed or             revoked.

      If, at the general meeting:-

      (a) two-thirds of the members vote, in person or by proxy,
            in favour of the confirmation of the resolution, the             resolution is confirmed and;

      (b) in any other case, the resolution is revoked.

ANNUAL GENERAL MEETING

      The Association shall in each calendar year convene an annual
      general meeting of its members.

      The annual general meeting shall be held no later than the last       day of December each year.

      The annual general meeting shall be specified as such in the       notice convening it.

      The ordinary business of the annual general meeting shall be:-

      (a) to confirm the minutes of the last preceding annual             general meeting and of any general meeting held
            since that meeting;

      (b) to receive from the Committee reports upon the             transactions of the Association during the last             preceding financial year;

      (c) to elect officers the Association and the ordinary             members of the Committee and;

      (d) to receive and consider the statement submitted by
            the Association in accordance with section 30 (3) of             the Act.

      The annual general meeting may transact special business
      of which notice is given in accordance with these Rules.

The annual general meeting shall be in addition to any
other general meetings that may be held in the same year.

SPECIAL GENERAL MEETING

All general meetings other than the annual general meeting shall be called special general meeting.

The Committee may, whenever it thinks fit, convene a special general meeting of the Association and where, but for this sub-clause, more than fifteen months would elapse between annual general meetings, shall convene a special general meeting before the expiration of that period.

A Special General Meeting of the Association may be held at any time and place fixed by the Committee and must be held within 30 days after receipt by the Secretary of a request signed by ten (10) members of the Association in which is stated the nature of the business to be considered.

If the Committee does not cause a special general meeting to be held within the month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months after that date.

A special general meeting convened by members in pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and, all
reasonable expenses incurred in convening the meeting
shall be refunded by the Association to the persons
incurring the expenses.

NOTICE OF MEETING

The Secretary of the Association shall, at least 14 days before the date fixed for holding a general meeting of the Association, cause to be sent to each member of the Association at the address appearing in the register of members, a notice by pre-paid post stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

No business other than that set out in the notice convening the meeting shall be transacted at the meeting.

A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next general meeting after the receipt of that notice.

PROCEEDINGS AT MEETINGS

All business that is transacted at a general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in these Rules as being the ordinary business of the annual general meeting shall be deemed to be special business.

No item of business shall be transacted at a general meeting unless a quorum of members entitled under these Rules to vote, is present during the time when the meeting is considering that item.

Thirty (30) members personally present (being members entitled under these Rules to vote at a special general meeting) constitute a quorum for the transaction of the business of a general meeting.

If, within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting if convened upon the requisition of members, shall be dissolved and, in any other case, shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairperson at the time of adjournment or by written notice to the members given before the day to which the meeting is adjourned) at the same place and, if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 20) shall be a quorum.

The President or in the President's absence, the Vice-President, shall preside as Chairperson at each general meeting of the Association.

If the President and Vice-President are absent from a general meeting, the members present shall elect one of their number to preside as Chairperson at the meeting.

The Chairperson of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.

Except as provided in sub-clause (l) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

A question arising at a general meeting of the Association shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairperson to the effect that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

Upon any question arising at a general meeting of the Association, a member has one vote only.

All votes shall be given personally or by proxy.

In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.

If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

A poll that is demanded on the election of a Chairperson or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any question shall be taken at such time before the close of the meeting as the Chairperson may direct.

A member is not entitled to vote at any general meeting unless all moneys due and payable by the member to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.

Each member is entitled to appoint another member as a proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which proxy is appointed.

The notice appointing the proxy shall be in the form set out in Appendix 2.

COMMITTEE OF MANAGEMENT

The affairs of the Association shall be managed by the Committee of Management constituted as provided in Rule 22.

The Committee :

(a) shall control and manage the business and affairs of the Association.

(b) may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association and;

(c) subject to these Rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.

The officers of the Association shall be :

(a) a President

(b) a Vice-President

(c) a Treasurer and;

(d) a Secretary

The position of the Treasurer and Secretary may be held by the same person.

The provisions of Rule 23 so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (1).

Each officer of the Association shall hold office until the Annual General Meeting next after the date of his or her election but is eligible for re-election, except the President of the Association who should not hold office for more than three consecutive terms.

In the event of a casual vacancy in any office referred to in sub-clause (l),the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the Annual General Meeting next following the date of the appointment.

Subject to section 23 of the Act, the committee shall consist of :

(a) the officers of the Association and;

(b) five ordinary Committee members, each of whom shall be elected at the annual general meeting of the Association in each year.

(c) the committee may co-opt members from time to time by simple majority vote. (This was not in the 15/11/97 version but is required)

Each ordinary member of the Committee shall, subject to these Rules, hold office until the annual general meeting next after the date of election but is eligible for re-election.

In the event of a casual vacancy occurring in the office of an ordinary member of the committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting next following the date of the appointment.

ELECTION OF OFFICERS AND VACANCIES

Nominations of candidates for election as officers of the
Association or as ordinary members of the Committee :-

(a) shall be made in writing, signed by two members of
      the Association and accompanied by the written
      consent of the candidate (which may be endorsed
      on the form of nomination) and;

(b) shall be delivered to the Secretary of the
      Association not less than three days before the
      date fixed for holding the annual general meeting.

If insufficient nominations are received to fill all
vacancies on the Committee, the candidates nominated
shall be deemed to be elected and further nominations
shall be received at the annual general meeting.

If the number of nominations received is equal to the
number of vacancies to be filled, the persons nominated
shall be deemed to be elected.

If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.

The ballot for the election of officers and ordinary members of the Committee shall be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct.

For the purpose of these Rules, the office of an officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member :

(a) ceases to be a member of the Association

(b) becomes an insolvent under administration within
      the meaning of the Companies (Victoria) Code, or

(c) resigns from office by notice in writing given to the       Secretary.

PROCEEDINGS OF COMMITTEE

The Committee shall meet at least 3 times in each year at such place and such time as the committee may determine.

Special meetings of the Committee may be convened by the President or any three of the members of the committee.

Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.

Any three members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

At the meetings of the Committee :

(a) the President or in the President's absence the Vice-President shall preside or;

(b) the members present shall elect one of their number
to preside as Chairperson at the meeting.

Questions arising at a meeting of the committee or of
any sub-committee appointed by the Committee shall
be determined on a show of hands or, if demanded by
a member, by a poll taken in such manner as the person presiding at the meeting may determine.

Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

Written notice of each Committee meeting shall be
served on each member of the Committee by delivering
it to the member at a reasonable time before the
meeting or by sending it by pre-paid post addressed to
him or her at his or her usual or last known place or
abode at least two business days before the date of the meeting.

Subject to sub-clause (4), the Committee may act notwithstanding any vacancy on the Committee.

The Secretary of the Association shall keep minutes of
the resolutions and proceedings of each general meeting
and each committee meeting in books provided for that purpose together with a record of the names of persons present at committee meetings.

The Treasurer of the Association :

(a) shall collect and receive all moneys due to the       Association and make all payments authorised by
      the Association and;

(b) shall keep correct accounts and books showing the       financial affairs of the Association with full details
      of all receipts and expenditure connected with the       activities of the Association.

REMOVAL OF MEMBER OF COMMITTEE

The Association in general meeting may by resolution remove any member of the Committee before the expiration of the member's term of office and appoint another member in his or her stead to hold office until the expiration of the term of the first-mentioned member.

Where the member to whom a proposed resolution referred to in sub-clause (1) makes representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the Secretary or the President may send a copy of representations to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.

All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by either the President or the Treasurer.

The Common Seal of the Association shall be kept in the custody of the Secretary.

The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signature either of two members of the Committee or of one member of the Committee and of the Public Officer of the Association.

ALTERATION OF RULES AND STATEMENT OF PURPOSES

These Rules and the Statement of Purposes of the Association shall not be altered except at an Annual General Meeting or at an Extraordinary General Meeting by consent of a majority of not less than two-thirds of the members of the Association entitled to vote in person or by proxy provided that at least three (3) weeks' notice have been given to the Honorary Secretary of intention to move an amendment to the Constitution and the proposed amendment shall be circulated to all financial members at least two (2) weeks prior to the meeting at which it is to be discussed.

A notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member at the address shown in the Register of Members.

Where a document is properly addressed, prepaid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.

WINDING UP OR CANCELLATION

In the event of winding up, the dissolution of the Association shall be decided by a three quarters (3/4) majority of financial, ordinary members present at an Extraordinary General Meeting specially called for the purpose. Notice must be given to all members at least 21 days before the Extraordinary General Meeting is to be held. Any surplus funds, assets and properties, after discharge of all just debts and other legal and moral obligations, shall not be distributed to members but shall be distributed to some other associations having objects similar to the objects of the Association and which is a fund, authority or institution approved by the Commissioner of Taxation as a fund, authority or institution referred to in paragraph 78 (1) (a) of the "Income Tax Assessment Act, 1936".

CUSTODY OF RECORDS

Except as otherwise provided in these rules, the Secretary shall keep in his or her custody or under his or her control, all books, documents and securities of the Association.

All accounts, books, documents and securities of the Association shall be available for inspection and copying by any member of the Association upon request.

The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines.

APPLICATION FOR MEMBERSHIP OF THE CHINESE LANGUAGE TEACHERS' ASSOCIATION OF VICTORIA INC.

I, ....................................................

of ...................................................

desire to become a member of the CHINESE LANGUAGE TEACHERS' ASSOCIATION OF VICTORIA INC.

In the event of my admission as a member, I agree to be bound
by the Rules of the Association for the time being in force.

......................................................
Signature of Applicant

Date

I, ................................................... , a member of the
Association, nominate the applicant, who is personally known
to me, for membership of the Association.

.....................................................
Signature of Proposer

Date

I, .................................................. , a member of the
Association, second the nomination of the applicant, who is
personally known to me, for membership of the Association.

.....................................................
Signature of Seconder

Date

Appendix 2

FORM OF APPOINTMENT OF PROXY

I, ...................................................

of ..................................................

being a member of the CHINESE LANGUAGE TEACHERS' ASSOCIATION OF VICTORIA INC. hereby appoint

...................................................................

of

.............................................................................................................
being a member of the Association, as my proxy to vote for me on my behalf at the General Meeting of the Association (Annual General Meeting or Special General Meeting, as the case may be), to be held on ................................... ............................. 19 ....... and at any adjournment of that meeting.

My proxy is authorised to vote in favour of / against (delete as appropriate) the resolution (insert details here).

CONSTITUTION OF CHINESE LANGUAGE TEACHERS' ASSOCIATION OF VICTORIA INC (A0038114P) [AS AMENDED AT EXTRAORDINARY GENERAL MEETING ON 8 DECEMBER 2001]
1.	NAME The name of the Incorporated Association is the CHINESE LANGUAGE TEACHERS' ASSOCIATION OF VICTORIA INC. (in these Rules called "the Association")
2.(1) (2) (3)	INTERPRETATION In these Rules, unless the contrary intention appears : "Committee'' means the committee of Management of the Association. "Financial Year" means the year ending on 30th June. "General Meeting" means a general meeting of members convened in accordance with Rule 11. "Full Membership" means a qualified teacher of Chinese. "Student Membership" means teachers in training of Chinese. "Associate Membership" means qualified individuals and institutions, residing outside Victoria, with no voting rights. "Honorary Life Membership" means qualified individuals and institutions who have made a great contribution to the Association and are appointed at the Annual General Meeting, with no voting rights. "Ordinary Member of the Committee" means a member of the Committee who is not an officer of the Association under Rule 21. "The Act" means the Associations Incorporation Act of 1981. "The Regulations" means Regulations under the Act. In these Rules, a reference to the Secretary of the Association is a reference : (a) where a person holds office under these Rules as Secretary of the Association,to that person and; (b) In any other cases, to the Public Officer of the Association Words or expressions contained in these Rules shall be interpreted in accordance with the interpretation of Legislation Act 1984 and the Act as in force from time to time.
2A	POWERS OF THE ASSOCIATION Subject to the Act and the Statement of Purposes as contained in Appendix 3, the Association has the following powers to attain its purposes:- (1) to purchase, take on lease or in exchange, hire or otherwise secure any real or personal estate; (2) to accept any gift of property; (3) to construct, maintain and alter any house; (4) to take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient, for the purpose of procuring contributions to the funds of the Association, in the form of donations, annual subscriptions or similar enterprise; (5) to print and publish any newspaper, periodical, book or leaflet that the Association may think desirable for the promotion of its objectives; (6) to invest and deal with moneys of the Association not immediately required in such manner as is from time to time thought fit; (7) to act as trustee or accept and hold upon trust, real and personal property; (8) to subscribe to any local or other charity and to grant donations for any public purpose; (9) to make any payment of moneys of the Association to any person or for any purpose herein before specifically described,where the making of such payment would in the opinion of the Committee tend to further the objectives of the Association; (10) to raise or borrow money upon such terms and in such manner as it thinks fit; (11) to secure the repayment of moneys so raised or borrowed or the payment of a debt or liability of the association by giving mortgages, charges or securities upon or over all or any of the property of the Association; (12) to make by-laws, not inconsistent with this Constitution, prescribing all matters which are necessary or convenient to be prescribed for carrying out or giving effect to this Constitution and; (13) to do all things as are incidental or conductive to the attainment of the purposes and the exercise of the powers of the Association.
3.(1a) (1b) (2) (3) (4) (5) (6) (7) (8) (9)	APPLICATION FOR MEMBERSHIP There are four types of membership of the Association as defined in sub-clause 2(1) above: Full Membership, Student Membership, Associate Membership and Honorary Life Membership. The Association may appoint Patrons whose membership is honorary. A natural person (over 18 years old) who is nominated and approved for membership as provided in these Rules, is eligible to be a member of the Association on payment of the entrance fee and annual subscription payable under these Rules. A person who is not a member of the Association at the time of the incorporation of the Association (or who was a member at that time but has ceased to be a member) shall not be admitted to membership:- (a) unless nominated as provided in sub-clause (3) and; (b) the admission as a member is approved by the Committee. A nomination of a person or institution for membership of the Association:- (a) shall be made in writing in the form set out in Appendix 1 and; (b) shall be lodged with the Secretary of the Association. As soon as is practicable after the receipt of a nomination, the Secretary shall refer the nomination to the Committee. Upon a nomination being referred to the Committee, the Committee shall determine whether to approve or to reject the nomination. Upon a nomination being approved by the Committee, the Secretary shall, with as little delay as possible, notify the nominee in writing of the approval for membership of the Association and request payment, within the period of 28 days after receipt of the notification, of the sum payable under these Rules as the entrance fee and the first year's annual subscription. The Secretary shall, upon payment of the amounts referred to in sub-clause (6) within the period referred to in that sub-clause, enter the nominee's name in the register of members and, upon the name being so entered, the nominee becomes a member of the Association. A right, privilege, or obligation of a person by reason of membership of the Association :- (a) is not capable of being transferred or transmitted to another person and; (b) terminates upon the cessation of membership whether by death or resignation or otherwise.
4. (1) (2)	ENTRANCE FEE AND ANNUAL SUBSCRIPTION The entrance fee and annual membership subscription are to be decided at each annual general meeting. The annual membership subscription is payable in advance on or before 1st October each year.
5.	REGISTER OF MEMBERS The Secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member and the register shall be available for inspection and copying by members upon request.
6.(1) (2) 7.(1) (2) (3) (4) (5) (6) (7)	RESIGNATION AND EXPULSION OF A MEMBER A member of the Association who has paid all moneys due and payable by the member to the Association, may resign from the Association by first giving one month's notice in writing, to the Secretary, of his or her intention to resign and upon the expiration of that period of notice, the member ceases to be a member. Upon the expiration of a notice given under sub-clause (1), the Secretary shall make, in the register of members, an entry recording the date on which the member by whom the notice was given, ceased to be a member. Subject to these Rules, the Committee may by resolution:- (a) expel a member from the Association; (b) suspend a member from membership of the Association for a specified period or; (c) fine a member an amount not exceeding $20 - if the Committee is of the opinion that the member : (i) has refused or neglected to comply with these Rules or; (ii) has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association. A resolution of the Committee under sub-clause (1):- (a) does not take effect unless the Committee, at a meeting held not earlier than 14 and not later than 28 days after the service on the member of a notice under sub-clause (3), confirms the resolution in accordance with this clause and; (b) where the member exercises a right of appeal to the Association under this clause, does not take effect unless the Association confirms the resolution in accordance with this clause. If the Committee passes a resolution under sub-clause (1), the Secretary shall, as soon as is practicable, cause to be served on the member, a notice in writing:- (a) setting out the resolution of the Committee and the grounds on which it is based; (b) stating that the member may address the Committee at a meeting to be held not earlier than 14 and not less than 28 days after service of the notice; (c) stating the date, place and time of that meeting; (d) informing the member that he or she may do one or more of the following: (i) Attend that meeting (ii) Give to the committee before the date of the meeting, a written statement seeking the revocation of the resolution and; (iii) Not later than 24 hours before the date of the meeting, lodge with the Secretary, a notice to the effect that he or she wishes to appeal to the Association in general meeting against the Resolution. At a meeting of the Committee held in accordance with sub- clause (2), the Committee: (a) shall give to the member, an opportunity to be heard; (b) shall give due consideration to any written statement submitted by the member and; (c) shall by resolution, determine whether to confirm or to revoke the resolution. If the Secretary receives a notice under sub-clause (3), he or she shall notify the Committee and the Committee shall convene a general meeting of the Association to be held within twenty -one days after the date on which the Secretary received the notice. At a general meeting of the Association convened under sub- clause(5):- (a) no business other than the question of the appeal shall be transacted; (b) the committee may place before the meeting, details of the grounds for the resolution and the reasons for the passing of the resolution; (c) the member shall be given an opportunity to be heard and; (d) the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked. If, at the general meeting:- (a) two-thirds of the members vote, in person or by proxy, in favour of the confirmation of the resolution, the resolution is confirmed and; (b) in any other case, the resolution is revoked.
8.(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)	DISPUTES AND MEDIATION The grievance procedure set out in this rule applies to disputes under these rules between : (a) a member and another member or; (b) a member and the Association. The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator. The mediator must be : (a) a person chosen by agreement between the parties or; (b) in the absence of agreement :- (i) in the case of a dispute between a member and another member, a person appointed by the Committee of the Association or; (ii) in the case of a dispute between a member and the Association, a person who is a mediator appointed by the Dispute Settlement Centre of Victoria (Department of Justice). A member of the Association can be a mediator. The mediator cannot be a member who is a party to the dispute. The parties to the dispute must, in good faith, attempt to settle the dispute by mediation. The mediator, in conducting the mediation, must : (a) give the parties to the mediation process every opportunity to be heard and; (b) allow due consideration, by all parties, of any written statement by any party and; (c) ensure that natural justice is accorded to the parties to the dispute through the mediation process. The mediator must not determine the dispute. If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act otherwise at law.
9. (1) (2) (3) (4) (5) (6)	ANNUAL GENERAL MEETING The Association shall in each calendar year convene an annual general meeting of its members. The annual general meeting shall be held no later than the last day of December each year. The annual general meeting shall be specified as such in the notice convening it. The ordinary business of the annual general meeting shall be:- (a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting; (b) to receive from the Committee reports upon the transactions of the Association during the last preceding financial year; (c) to elect officers the Association and the ordinary members of the Committee and; (d) to receive and consider the statement submitted by the Association in accordance with section 30 (3) of the Act. The annual general meeting may transact special business of which notice is given in accordance with these Rules. The annual general meeting shall be in addition to any other general meetings that may be held in the same year.
10. 11.(1) (2) (3) (4)	SPECIAL GENERAL MEETING All general meetings other than the annual general meeting shall be called special general meeting. The Committee may, whenever it thinks fit, convene a special general meeting of the Association and where, but for this sub-clause, more than fifteen months would elapse between annual general meetings, shall convene a special general meeting before the expiration of that period. A Special General Meeting of the Association may be held at any time and place fixed by the Committee and must be held within 30 days after receipt by the Secretary of a request signed by ten (10) members of the Association in which is stated the nature of the business to be considered. If the Committee does not cause a special general meeting to be held within the month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months after that date. A special general meeting convened by members in pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and, all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.
12.(1) (2) (3)	NOTICE OF MEETING The Secretary of the Association shall, at least 14 days before the date fixed for holding a general meeting of the Association, cause to be sent to each member of the Association at the address appearing in the register of members, a notice by pre-paid post stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting. No business other than that set out in the notice convening the meeting shall be transacted at the meeting. A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next general meeting after the receipt of that notice.
13.(1) (2) (3) (4) 14.(1) (2) 15.(1) (2) (3) 16. 17.(1) (2) (3) 18.(1) (2) 19. 20.(1) (2)	PROCEEDINGS AT MEETINGS All business that is transacted at a general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in these Rules as being the ordinary business of the annual general meeting shall be deemed to be special business. No item of business shall be transacted at a general meeting unless a quorum of members entitled under these Rules to vote, is present during the time when the meeting is considering that item. Thirty (30) members personally present (being members entitled under these Rules to vote at a special general meeting) constitute a quorum for the transaction of the business of a general meeting. If, within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting if convened upon the requisition of members, shall be dissolved and, in any other case, shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairperson at the time of adjournment or by written notice to the members given before the day to which the meeting is adjourned) at the same place and, if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 20) shall be a quorum. The President or in the President's absence, the Vice-President, shall preside as Chairperson at each general meeting of the Association. If the President and Vice-President are absent from a general meeting, the members present shall elect one of their number to preside as Chairperson at the meeting. The Chairperson of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place. Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting. Except as provided in sub-clause (l) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting. A question arising at a general meeting of the Association shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairperson to the effect that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. Upon any question arising at a general meeting of the Association, a member has one vote only. All votes shall be given personally or by proxy. In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote. If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question. A poll that is demanded on the election of a Chairperson or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any question shall be taken at such time before the close of the meeting as the Chairperson may direct. A member is not entitled to vote at any general meeting unless all moneys due and payable by the member to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year. Each member is entitled to appoint another member as a proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which proxy is appointed. The notice appointing the proxy shall be in the form set out in Appendix 2.
21.(1) (2) 22.(1) (2) (3) (4) (5) 23.(1) (2) (3)	COMMITTEE OF MANAGEMENT The affairs of the Association shall be managed by the Committee of Management constituted as provided in Rule 22. The Committee : (a) shall control and manage the business and affairs of the Association. (b) may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association and; (c) subject to these Rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association. The officers of the Association shall be : (a) a President (b) a Vice-President (c) a Treasurer and; (d) a Secretary The position of the Treasurer and Secretary may be held by the same person. The provisions of Rule 23 so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (1). Each officer of the Association shall hold office until the Annual General Meeting next after the date of his or her election but is eligible for re-election, except the President of the Association who should not hold office for more than three consecutive terms. In the event of a casual vacancy in any office referred to in sub-clause (l),the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the Annual General Meeting next following the date of the appointment. Subject to section 23 of the Act, the committee shall consist of : (a) the officers of the Association and; (b) five ordinary Committee members, each of whom shall be elected at the annual general meeting of the Association in each year. (c) the committee may co-opt members from time to time by simple majority vote. (This was not in the 15/11/97 version but is required) Each ordinary member of the Committee shall, subject to these Rules, hold office until the annual general meeting next after the date of election but is eligible for re-election. In the event of a casual vacancy occurring in the office of an ordinary member of the committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting next following the date of the appointment.
24.(1) (2) (3) (4) (5) 25.	ELECTION OF OFFICERS AND VACANCIES Nominations of candidates for election as officers of the Association or as ordinary members of the Committee :- (a) shall be made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination) and; (b) shall be delivered to the Secretary of the Association not less than three days before the date fixed for holding the annual general meeting. If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected. If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held. The ballot for the election of officers and ordinary members of the Committee shall be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct. For the purpose of these Rules, the office of an officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member : (a) ceases to be a member of the Association (b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code, or (c) resigns from office by notice in writing given to the Secretary.
26.(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)	PROCEEDINGS OF COMMITTEE The Committee shall meet at least 3 times in each year at such place and such time as the committee may determine. Special meetings of the Committee may be convened by the President or any three of the members of the committee. Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting. Any three members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee. No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses. At the meetings of the Committee : (a) the President or in the President's absence the Vice-President shall preside or; (b) the members present shall elect one of their number to preside as Chairperson at the meeting. Questions arising at a meeting of the committee or of any sub-committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine. Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote. Written notice of each Committee meeting shall be served on each member of the Committee by delivering it to the member at a reasonable time before the meeting or by sending it by pre-paid post addressed to him or her at his or her usual or last known place or abode at least two business days before the date of the meeting. Subject to sub-clause (4), the Committee may act notwithstanding any vacancy on the Committee.
27.	SECRETARY The Secretary of the Association shall keep minutes of the resolutions and proceedings of each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present at committee meetings.
28.	TREASURER The Treasurer of the Association : (a) shall collect and receive all moneys due to the Association and make all payments authorised by the Association and; (b) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.
29.(1) (2)	REMOVAL OF MEMBER OF COMMITTEE The Association in general meeting may by resolution remove any member of the Committee before the expiration of the member's term of office and appoint another member in his or her stead to hold office until the expiration of the term of the first-mentioned member. Where the member to whom a proposed resolution referred to in sub-clause (1) makes representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the Secretary or the President may send a copy of representations to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.
30.	CHEQUES All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by either the President or the Treasurer.
31.(1) (2)	SEAL The Common Seal of the Association shall be kept in the custody of the Secretary. The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signature either of two members of the Committee or of one member of the Committee and of the Public Officer of the Association.
32.	ALTERATION OF RULES AND STATEMENT OF PURPOSES These Rules and the Statement of Purposes of the Association shall not be altered except at an Annual General Meeting or at an Extraordinary General Meeting by consent of a majority of not less than two-thirds of the members of the Association entitled to vote in person or by proxy provided that at least three (3) weeks' notice have been given to the Honorary Secretary of intention to move an amendment to the Constitution and the proposed amendment shall be circulated to all financial members at least two (2) weeks prior to the meeting at which it is to be discussed.
33.(1) (2)	NOTICES A notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member at the address shown in the Register of Members. Where a document is properly addressed, prepaid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.
34.	WINDING UP OR CANCELLATION In the event of winding up, the dissolution of the Association shall be decided by a three quarters (3/4) majority of financial, ordinary members present at an Extraordinary General Meeting specially called for the purpose. Notice must be given to all members at least 21 days before the Extraordinary General Meeting is to be held. Any surplus funds, assets and properties, after discharge of all just debts and other legal and moral obligations, shall not be distributed to members but shall be distributed to some other associations having objects similar to the objects of the Association and which is a fund, authority or institution approved by the Commissioner of Taxation as a fund, authority or institution referred to in paragraph 78 (1) (a) of the "Income Tax Assessment Act, 1936".
35.(1) (2)	CUSTODY OF RECORDS Except as otherwise provided in these rules, the Secretary shall keep in his or her custody or under his or her control, all books, documents and securities of the Association. All accounts, books, documents and securities of the Association shall be available for inspection and copying by any member of the Association upon request.
36.	FUNDS The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines.
	Appendix 1 APPLICATION FOR MEMBERSHIP OF THE CHINESE LANGUAGE TEACHERS' ASSOCIATION OF VICTORIA INC. I, .................................................... of ................................................... desire to become a member of the CHINESE LANGUAGE TEACHERS' ASSOCIATION OF VICTORIA INC. In the event of my admission as a member, I agree to be bound by the Rules of the Association for the time being in force. ...................................................... Signature of Applicant Date I, ................................................... , a member of the Association, nominate the applicant, who is personally known to me, for membership of the Association. ..................................................... Signature of Proposer Date I, .................................................. , a member of the Association, second the nomination of the applicant, who is personally known to me, for membership of the Association. ..................................................... Signature of Seconder Date
	Appendix 2 FORM OF APPOINTMENT OF PROXY I, ................................................... of .................................................. being a member of the CHINESE LANGUAGE TEACHERS' ASSOCIATION OF VICTORIA INC. hereby appoint ................................................................... of ............................................................................................................. being a member of the Association, as my proxy to vote for me on my behalf at the General Meeting of the Association (Annual General Meeting or Special General Meeting, as the case may be), to be held on ................................... ............................. 19 ....... and at any adjournment of that meeting. My proxy is authorised to vote in favour of / against (delete as appropriate) the resolution (insert details here).