Rules of Association
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1. Name
The name of the incorporated association is "Catholic Education
Business Administrators".
2. Definitions and Interpretation
2.1 Definitions
In these Rules: Act means the Associations Incorporation Act 1981
as amended from time to time;
Secondary School means a school with classes to Year 10 or beyond registered as a Secondary School, Junior Secondary School or Technical School and includes those schools so registered where primary classes are held.
Association means "Catholic Education Business Administrators
Inc";
Business Administrator means a person entrusted with responsibility
for the business administration of a Catholic educational Institution
under its Principal;
Committee means the Committee of management of the Association;
Financial Year means the year ending on 30 June;
General Meeting means a General Meeting of Members convened in accordance
with rule 13;
Member means a Member of the Association;
Ordinary Member of the Committee means a Member of the Committee
who is not an officer of the Association under rule 22;
President means the President of the Association;
Regulations means regulations under the Act;
Relevant Documents has the same meaning as in the Act;
Rules means these rules including the schedules (if any) and annexures
(if any);
Secretary means:
(a) if a person holds office under these Rules as Secretary of the
Association - to that person; and
(b) in any other case, to the public officer of the Association;
Treasurer means the Treasurer of the Association;
2.2 Interpretation
(a) In these Rules, unless the context requires otherwise:
(i) the singular includes the plural and vice versa;
(ii) a gender includes the other genders;
(iii) the index (if any) and the headings are used for convenience
only and do not affect the interpretation of these Rules;
(iv) a reference to a thing includes a reference to a part of that
thing;
(v) a reference to a document includes the document as modified
from time to time and any document replacing it;
(vi) if something is to be done on a day which is not a Business
Day then that thing must be done on the next or following Business
Day;
(vii) the word "person" includes a natural person and
any body or entity whether incorporated or not;
(viii) the word "month" means calendar month and the word "year" means
twelve months;
(ix) the words "in writing" include any communication
sent by letter, telex, facsimile transmission, or telegram;
(x) a reference to any statute, proclamation, rule, regulation or
ordinance includes any amendments, consolidation, modification, re-enactment
or reprint of it or any statute, proclamation, rule, regulation or
ordinance replacing it. A reference to a specified section, clause,
paragraph, schedule or item of any statute, proclamation, rule, regulation
or ordinance means a reference to the equivalent section of the statute,
proclamation, rule, regulation or ordinance which is for the time
being in force;
(xi) money amounts are stated in Australian currency unless otherwise
specified; and
(xii) a reference to any agency or body, if that agency or body
ceases to exist or is reconstituted renamed or replaced or has
its powers or functions removed ("defunct body"), means
the agency or body which performs most closely the functions of
the defunct
body.
(b) In the event of a dispute regarding the interpretation of these
Rules and the associated manual of procedures, such dispute will
be referred to a sub-committee comprised of the President, Vice President
and Secretary.
(c) The decision of the sub--committee formed under sub-rule in
(b) on the question of interpretation shall be final.
3. Objects
The objects for which the Association is established are:
(a) To promote efficiency in the business administration of Catholic
education by:
(i) providing opportunities for Members to discuss matters of mutual
interest, especially those related to business administration of
Catholic schools;
(ii) actively seeking membership of any organisation having similar
objects and deemed appropriate by the Committee for the purpose;
(iii) liaising with similar and related organisations; and
(iv) any other means deemed appropriate from time to time by the
Committee.
(b) To advance the professional development of Business Administrators
consistent with the above.
c)
To represent the industrial interests of Business Administrator members of the Association, engaged by a Victorian Catholic Secondary School, and to speak on their behalf to the Salaries and Conditions Board of the Catholic Education Commission of Victoria and other relevant bodies.
4. Membership and Annual Subscription
(a) Membership shall be open to
(i) Business Administrators;
(ii) persons employed on a permanent or contract basis in Catholic
education in Australia whose primary role is to provide administrative
support for the educational institution they are employed by;
(iii) such other persons as the Committee shall from time to time
determine.
(b) A person who applies and is approved for Membership as provided
in these Rules is eligible to be a Member of the Association on payment
of the annual subscription payable under these Rules.
(c) 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) must not be admitted to Membership
unless:
(i) he or she applies for Membership in accordance with sub-rule
(d); and
(ii) the admission as a Member is approved by the Committee.
(d) An application of a person for Membership of the Association
must:
(i) be made in writing in such form as the Committee prescribes
from time to time; and
(ii) be lodged with the Secretary of the Association.
(e) As soon as practicable after the receipt of an application,
the Secretary must refer the application to the Committee.
(f) The Committee must determine whether to approve or reject the
application.
(g) If the Committee approves an application for Membership, the
Secretary must, as soon as practicable:
(i) notify the applicant in writing of the approval for Membership;
and
(ii) request payment within 28 days after receipt of the notification
of the sum payable under these Rules as the first year's annual subscription.
(h) The Secretary must, within 28 days after receipt of the amounts
referred to in sub-rule (g), enter the applicant's name in the register
of Members.
(i) An applicant for Membership becomes a Member and is entitled
to exercise the rights of Membership when his or her name is entered
in the register of Members.
(j) If the Committee rejects an application, the Committee must,
as soon as practicable, notify the applicant in writing that the
application has been rejected.
(k) A right, privilege, or obligation of a person by reason of Membership
of the Association:
(i) is not capable of being transferred or transmitted to another
person; and
(ii) terminates upon the cessation of Membership whether by death
or resignation or otherwise.
(l) The annual subscription is the relevant amount as set at each
Annual General Meeting and is payable in advance on or before 1 July
in each year.
(m) A Member that has not paid the annual subscription 2 months
after it is payable in accordance with these Rules becomes a non-financial
member and is not entitled to vote at a general meeting of the Association
5. Register of Members
(a) The Secretary must keep and maintain a register of Members containing:
(i) the name and address of each Member; and
(ii) the date on which each Member's name was entered in the register.
(b) The register is available for inspection free of charge by any
Member upon request.
(c) A Member may make a copy of entries in the register.
6. Ceasing Membership
(a) A Member of the Association who has paid all moneys due and
payable by a Member to the Association may resign from the Association
by giving one month's notice in writing to the Secretary of his or
her intention to resign.
(b) After the expiry of the period referred to in sub-rule (a):
(i) the Member ceases to be a Member; and
(ii) the Secretary must record in the register of Members the date
on which the Member ceased to be a Member.
7. Honorary Life Membership
(a) The Association may, by a majority vote at Annual General Meeting,
confer honorary life membership in the Association on any person
deemed to have made a significant contribution to the Association
and to Catholic education.
(b) A candidate for honorary life membership must be approved and
nominated by the Committee.
(c) Honorary life members shall not be required to pay the annual
subscription and are entitled to vote at a General Meeting.
8. Discipline, Suspension and Expulsion of Members
(a) Subject to these Rules, if the Committee is of the opinion that
a Member has refused or neglected to comply with these Rules, or
has been guilty of conduct unbecoming a Member or prejudicial to
the interests of the Association, the Committee may by resolution:
(i) suspend that Member from Membership of the Association for a
specified period; or
(ii) expel that Member from the Association.
(b) A resolution of the Committee under sub-rule (a) does not take
effect unless:
(i) at a meeting held in accordance with sub-rule (c), the Committee
confirms the resolution; and
(ii) if the Member exercises a right of appeal to the Association
under this rule, the Association confirms the resolution in accordance
with this rule.
(c) A meeting of the Committee to confirm or revoke a resolution
passed under sub-rule (a) must be held not earlier than 14 days,
and not later than 28 days, after notice has been given to the Member
in accordance with sub-rule (d).
(d) For the purposes of giving notice in accordance with sub-rule
(c), the Secretary must, as soon as practicable, cause to be given
to the Member a written notice:
(i) setting out the resolution of the Committee and the grounds
on which it is based; and
(ii) stating that the Member, or his or her representative, may
address the Committee at a meeting to be held not earlier than 14
days and not later than 28 days after the notice has been given to
that Member; and
(iii) stating the date, place and time of that meeting; and
(iv) informing the Member that he or she may do one or both of the
following:
(A) attend that meeting;
(B) give to the Committee before the date of that meeting a written
statement seeking the revocation of the resolution;
(v) informing the Member that, if at that meeting, the Committee
confirms the resolution, he or she may, not later than 48 hours after
that meeting, give the Secretary a notice to the effect that he or
she wishes to appeal to the Association in General Meeting against
the resolution.
(e) At a meeting of the Committee to confirm or revoke a resolution
passed under sub-rule (a), the Committee must:
(i) give the Member, or his or her representative, an opportunity
to be heard; and
(ii) give due consideration to any written statement submitted by
the Member; and
(iii) determine by resolution whether to confirm or to revoke the
resolution.
(f) If at the meeting of the Committee, the Committee confirms the
resolution, the Member may, not later than 48 hours after that meeting,
give the Secretary a notice to the effect that he or she wishes to
appeal to the Association in General Meeting against the resolution.
(g) If the Secretary receives a notice under sub-rule (f), he or
she must notify the Committee and the Committee must convene a General
Meeting of the Association to be held within 21 days after the date
on which the Secretary received the notice.
(h) At a General Meeting of the Association convened under sub-rule
(g):
(i) no business other than the question of the appeal may be conducted;
and
(ii) the Committee may place before the meeting details of the grounds
for the resolution and the reasons for the passing of the resolution;
and
(iii) the Member, or his or her representative, must be given an
opportunity to be heard; and
(iv) the Members present must vote by secret ballot on the question
whether the resolution should be confirmed or revoked.
(i) A resolution is confirmed if, at the General Meeting, not less
than two-thirds of the Members vote in person, or by proxy, in favour
of the resolution. In any other case, the resolution is revoked.
9. Disputes and Mediation
(a) The grievance procedure set out in this rule applies to disputes
under these Rules between:
(i) a Member and another Member; or
(ii) a Member and the Association.
(b) 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.
(c) 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.
(d) The mediator must be:
(i) a person chosen by agreement between the parties; or
(ii) in the absence of agreement:
(A) in the case of a dispute between a Member and another Member,
a person appointed by the Committee of the Association; or
(B) in the case of a dispute between a Member and the Association,
a person who is a mediator appointed or employed by the Dispute Settlement
Centre of Victoria (Department of Justice).
(e) A Member of the Association can be a mediator.
(f) The mediator cannot be a Member who is a party to the dispute.
(g) The parties to the dispute must, in good faith, attempt to settle
the dispute by mediation.
(h) The mediator, in conducting the mediation, must:
(i) give the parties to the mediation process every opportunity
to be heard; and
(ii) allow due consideration by all parties of any written statement
submitted by any party; and
(iii) ensure that natural justice is accorded to the parties to
the dispute throughout the mediation process.
(i) The mediator must not determine the dispute.
(j) If the mediation process does not result in the dispute being
resolved, the parties may seek to resolve the dispute in accordance
with the Act or otherwise at law.
10. Annual General Meetings
(a) The Committee may determine the date, time and place of the
Annual General Meeting of the Association.
(b) The notice convening the Annual General Meeting must specify
that the meeting is an Annual General Meeting.
(c) The ordinary business of the Annual General Meeting shall be:
(i) to confirm the minutes of the previous Annual General Meeting
and of any General Meeting held since that meeting; and
(ii) to receive from the Committee reports upon the transactions
of the Association during the last preceding Financial Year; and
(iii) to elect officers of the Association and the Ordinary Members
of the Committee; and
(iv) to receive and consider the statement submitted by the Association
in accordance with section 30(3) of the Act; and
(v) to fix the annual subscription for the next year.
(d) The Annual General Meeting may conduct any special business
of which notice has been given in accordance with these Rules.
11. Special General Meetings
(a) In addition to the Annual General Meeting, any other General
Meetings may be held in the same year.
(b) All General Meetings other than the Annual General Meeting are
Special General Meetings.
(c) The Committee may, whenever it thinks fit, convene a Special
General Meeting of the Association.
(d) If, but for this rule, more than 15 months would elapse between
Annual General Meetings, the Committee must convene a Special General
Meeting before the expiration of that period.
(e) The Committee must, on the request in writing of at least 10
Members, convene a Special General Meeting of the Association.
(f) The request for a Special General Meeting must:
(i) state the objects of the meeting; and
(ii) be signed by the Members requesting the meeting; and
(iii) be sent to the address of the Secretary.
(g) If the Committee does not cause a Special General Meeting to
be held within one month after the date on which the request is sent
to the address of the Secretary, the Members making the request,
or any of them, may convene a Special General Meeting to be held
not later than 3 months after that date.
(h) If a Special General Meeting is convened by Members in accordance
with this rule, it must be convened in the same manner so far as
possible as a meeting convened by the Committee and all reasonable
expenses incurred in convening the Special General Meeting must be
refunded by the Association to the persons incurring the expenses.
12. Special Business
All business that is conducted at a Special General Meeting and
all business that is conducted at the Annual General Meeting, except
for business conducted under these Rules as ordinary business of
the Annual General Meeting, is deemed to be special business.
13. Notice of General Meetings
(a) The Secretary of the Association, at least 14 days, or if a special
resolution has been proposed at least 21 days, before the date
fixed for holding a General Meeting of the Association, must cause
to be sent to each Member of the Association, a notice stating
the place, date and time of the meeting and the nature of the business
to be conducted at the meeting.
(b) Notice may be sent:
(i) by prepaid post to the address appearing in the register of
Members; or
(ii) if the Member requests, by facsimile transmission or electronic
transmission.
(c) No business other than that set out in the notice convening
the meeting may be conducted at the meeting.
(d) A Member intending to bring any business before a meeting may
notify in writing, or by electronic transmission, the Secretary of
that business, who must include that business in the notice calling
the next General Meeting.
14. Quorum at General Meetings
(a) No item of business may be conducted at a General Meeting unless
a quorum of Members entitled under these Rules to vote is present
at the time when the meeting is considering that item.
(b) Twenty-five percent of the total number of Members or twenty-five
Members (being Members entitled under these Rules to vote at a General
Meeting) whichever is the lesser constitute a quorum for the conduct
of the business of a General Meeting.
(c) If, within half an hour after the appointed time for the commencement
of a General Meeting, a quorum is not present:
(i) in the case of a meeting convened upon the request of Members
- the meeting must be dissolved; and
(ii) in any other case - the meeting 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 the adjournment or
by written notice to Members given before the day to which the meeting
is adjourned) at the same place.
(d) 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 personally present (being not less than 3) shall
be a quorum.
15. Presiding at General Meetings
(a) The President, or in the President's absence, the Vice-President,
shall preside as Chairperson at each General Meeting of the Association.
(b) If the President and the Vice-President are absent from a General
Meeting, or are unable to preside, the Members present must select
one of their number to preside as Chairperson
16. Adjournment of Meetings
(a) The person presiding may, with the consent of a majority of
Members present at the meeting, adjourn the meeting from time to
time and place to place.
(b) No business may be conducted at an adjourned meeting other than
the unfinished business from the meeting that was adjourned.
(c) If a meeting is adjourned for 14 days or more, notice of the
adjourned meeting must be given in accordance with rule 13.
(d) Except as provided in sub-rule (c), it is not necessary to give
notice of an adjournment or of the business to be conducted at an
adjourned meeting.
17. Voting at General Meetings
(a) Upon any question arising at a General Meeting of the Association,
a Member has one vote only.
(b) All votes must be given personally or by proxy.
(c) 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.
(d) A Member is not entitled to vote at a 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.
18. Poll at General Meetings
(a) If at a meeting a poll on any question is demanded by not less
than 3 Members, it must 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.
(b) A poll that is demanded on the election of a Chairperson or
on a question of an adjournment must be taken immediately and a poll
that is demanded on any other question must be taken at such time
before the close of the meeting as the Chairperson may direct.
19. Attendance at General Meetings
Each Catholic Education Office in the State of Victoria may nominate
a person to attend General Meetings as an observer and to act as
a spokesperson on behalf of their appointor. Such nominated person
shall have no voting rights and shall not be counted for the purposes
of a quorum.
20. Manner of Determining whether Resolution Carried
If a question arising at a General Meeting of the Association is
determined on a show of hands:
(a) a declaration by the Chairperson that a resolution has been:
(i) carried; or
(ii) carried unanimously; or
(iii) carried by a particular majority; or
(iv) lost; and
(b) 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.
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