- Committee of Management
- The affairs of the Association shall be managed by the Committee of management.
- The Committee:
- shall control and manage the business and affairs of the Association; and
- may, subject to these Rules, the Act and the Regulations, 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
- subject to these Rules, the Act and the Regulations, 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.
- Subject to section 23 of the Act, the Committee shall consist of:
…(i) the officers of the Association; and
…(ii) seven ordinary Members (being Members entitled under these Rules to vote at a General Meeting),
- The Catholic Education Commission of Victoria may appoint a representative as a non-voting member of the Committee.
- There can be only one member of the Committee from each Catholic Educational Institution.
- Subject to section 23 of the Act, the Committee should comprise of at least two regional diocesan members and one non-Victorian interstate member. In the event that these nominees are not forthcoming, a Melbourne Archdiocesan member may be elected.
- Office Holders
- The officers of the Association shall be:
…(i) a President;
…(ii) a Vice-President;
…(iii) a Secretary/Treasurer;
- The provisions of rule 24, 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 referred to in sub-rule (a).
- The Office Holders shall be elected biennially in accordance with these Rules for a period not exceeding 4 years. An appointment made under sub-Rule (d) shall not be taken into account for the purposes of this sub-Rule.
- In the event of a casual vacancy in any office referred to in sub-rule (a), the Committee may appoint one of its Members to the vacant office and the Member appointed may continue in office up to and including the conclusion of the Annual General Meeting next following the date of the appointment.
- Ordinary Members of the Committee
- Subject to these Rules, each Ordinary Member of the Committee shall be eligible to hold office subject to the following conditions:
(i) for an initial term of two years;
(ii) for 4 further consecutive terms (i.e. for a maximum period of 10 consecutive years);
(iii) for a maximum period of 10 consecutive years including any period served consecutively as an Office Holder and/or Ordinary Member of the Committee.
(iv) for a 6th term only if serving as an Office Holder at the time of the expiration of a 5th consecutive term.
- 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 appointed shall hold office, subject to these Rules, for the balance of the term of the Ordinary Member of the Committee who created the casual vacancy.
- In the 2016 year of elections, as a transitional clause, four of the Ordinary Members of the Committee will be elected for a term of one year to remove the risk of an entire Committee change.
- Election of Officers and Ordinary Committee Members
- Nominations of candidates for election as officers of the Association or as Ordinary Members of the Committee must be:
…(i) 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
…(ii) delivered to the Secretary/Treasurer of the Association not less than 7 days before the date fixed for the holding of the Annual General Meeting.
…(iii) A candidate may be nominated for more than one office, and/or as an Ordinary Member of the Committee, prior to 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 may be received at 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 may 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 must be held.
- The ballot for the election of officers and Ordinary Members of the Committee must be conducted at the Annual General Meeting in such manner as the Committee may direct.
The office of an officer of the Association, or of an Ordinary Member of the Committee, becomes vacant if the officer or Member:
- ceases to be a Member of the Association; or
- becomes an insolvent under administration within the meaning of theCorporations Act 2001 (Cth); or
- resigns from office by notice in writing given to the Secretary/Treasurer; or
- is absent for 3 consecutive meetings of the Committee without approval of the Committee
- Meetings of the Committee
- The Committee must meet at least 3 times in each year at such place and such times as the Committee may determine.
- Special meetings of the Committee may be convened by the President or by any 4 Members of the Committee.
- Notice of Committee meetings
- Notice of each Committee meeting must be given to each Member of the Committee at least 2 business days before the date of the meeting.
- Notice must be given to Members of the Committee of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting.
- Quorum for Committee Meetings
- Any 5 Members of the Committee constitute a quorum for the conduct of the business of a meeting of the Committee.
- No business may be conducted unless a quorum is present.
- If within half an hour of the time appointed for the meeting a quorum is not present:
- in the case of a special meeting - the meeting lapses;
- in any other case - the meeting shall stand adjourned to the same place and the same time and day in the following week.
- The Committee may act notwithstanding any vacancy on the Committee.
- Presiding at Committee Meetings
At meetings of the Committee:
- the President or, in the President's absence, the Vice-President presides; or
- if the President and the Vice-President are absent, or are unable to preside, the Members present must choose one of their number to preside.
- Voting at Committee Meetings
- Questions arising at a meeting of the Committee, or at a meeting of any sub-Committee appointed by the Committee, shall be determined on a show of hands or, if a Member requests, by a poll taken in such manner as the person presiding at that meeting may determine.
- Each Member present at a meeting of the Committee, or at a meeting 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.
- Removal of Committee Member
- 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 place to hold office until the expiration of the term of the first-mentioned Member.
- A Member of the Committee who is the subject of a proposed resolution referred to in sub-rule (a) may make representations in writing to the Secretary/Treasurer or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the Members of the Association.
- The Secretary/Treasurer or the President may give a copy of the representations to each Member of the Association or, if they are not so given, the Member of the Committee may require that they be read out at the meeting.
- Minutes of Meetings
The Secretary/Treasurer of the Association must keep minutes of the resolutions and proceedings of each General Meeting, and each Committee meeting, together with a record of the names of persons present at Committee meetings.
- The Treasurer/Treasurer of the Association must:
- collect and receive all moneys due to the Association and make all payments authorised by the Association; and
- 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.
- All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two Members of the Committee.
- The funds of the Association shall be derived from annual subscriptions, donations and such other sources as the Committee determines.
- The assets and income of the Association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to the Members except as bona fide remuneration for services rendered or expenses incurred on behalf of the Association.
- The Treasurer/Treasurer is permitted to delegate responsibility to the Executive Officer, with the exception of (f).
- The Executive Officer is not able to be a signatory to the bank accounts of the Association.
- Establishment of Sub-Committees
The Committee may at any time appoint a sub-committee or sub-committees from amongst its Members or persons co-opted by the Committee and may prescribe the functions of any sub-committee and the Constitution of each such sub-committee shall be approved by the Committee.
The Committee shall have power to make, vary and repeal by-laws from time to time for the proper conduct and management of the affairs of the Association and may interpret such by-laws.
- The common seal of the Association must be kept in the custody of the Secretary/Treasurer.
- The common seal must not be affixed to any instrument except by the authority of the Committee and the affixing of the common seal must be attested by the signatures either of two Members of the Committee or, of one Member of the Committee and of the public officer of the Association.
Except for the requirement in rule 13, any notices required to be given to a Member of the Committee or a Member, by or on behalf of the Association, under these Rules may be given by:
- delivering the notice to the Member personally; or
- sending it by prepaid post addressed to the Member at that Member's address shown in the register of Members; or
- facsimile transmission, if the Member has requested that the notice given to him or her in this manner; or
- electronic transmission, if the Member has requested that the notice be given to him or her in this manner.
- Voluntary Winding Up
- The Association may be wound up voluntarily if the Association so resolves by a four-fifths majority of voting Members present at Special General Meeting called specifically to consider the question of dissolution.
- The quorum for a Special General Meeting called under sub-rule (a) shall be two-thirds of the Members entitled under these Rules to vote at a General Meeting.
- Distribution of Assets on Winding Up
- In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association must be disposed of in accordance with the provisions of the Act and these Rules.
- If the Association is wound up, any assets remaining after the satisfaction of all the debts and liabilities of the Association shall be transferred to the Catholic Education Commission of Victoria.
- If the Catholic Education Commission of Victoria no longer exists at the time of the winding up of the Association, then the assets of the Association shall be transferred to the Roman Catholic Archbishop of Melbourne, acting as metropolitan of the Province of Melbourne.
- Custody and Inspection of Books and Records
- Except as otherwise provided in these Rules, the Secretary/Treasurer must keep in his or her custody or under his or her control all books, documents and securities of the Association.
- All accounts, books, securities and any other relevant documents of the Association must be available for inspection free of charge by any Member upon request.
- A Member may make a copy of any accounts, books, securities and any other relevant documents of the Association.
- Alteration of the Rules
- These Rules and the objects of the Association must not be altered except in accordance with the Act and these Rules.
- The Association may, by special resolution at the Annual General Meeting or a Special General Meeting called specifically to consider an amendment to the Rules, alter these Rules or the objects of the Association.
- Notice of the proposed alteration must be given in writing to all Members at least 14 days prior to the General Meeting.