| NAME
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1.
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The name of the incorporated association
is Australian Olive Oil Association Incorporated (in these rules called
"the Association") |
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| DEFINITIONS AND
INTERPRETATIONS |
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2.
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(1)
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In these rules, unless the contrary
intention appears -
"Associate Member" has the meaning ascribed to it in clause 4;
"Committee" means the Committee of Management of the Association;
"Corporate Member" has the meaning ascribed to it in sub-clause 20(3);
"Financial year" means the year ending on 31st December;
"General Meeting" means a general meeting of members convened in accordance
with Rule 11;
"Full Regular Member" has the meaning ascribed to it in Rule 4;
"Member" means a Regular Member (including a Full Regular Members
and a Provisional Regular Member) or Associate Member of the Association.
"Nominated representative" has the meaning set out in sub-clauses
20(3) and (4);
"Provisional Regular Member" has the meaning ascribed to it in Rule
4;
"Regular Member" has the meaning ascribed to it in Rule 4 and includes
a Full Regular Member and Provisional Regular Member;
"The Act" means the Associations Incorporation Act 1981;
"The Regulations" means Regulations under the Act. |
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(2)
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In these Rules, a reference to the
secretary of the Association or the treasurer of the Association is
a reference (a) where a person holds office under these Rules as Secretary/Treasurer
of the Association - to that person; and (b) in any other case, to
the public officer of the Association. |
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(a)
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where a person holds office under
these Rules as Secretary/Treasurer of the Association - to that person;
and |
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(b)
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in any other case, to the public officer
of the Association. |
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(3)
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Words or expressions contained in
these rules shall be interpreted in accordance with the provisions
of the Acts Interpretation Act 1958 and the Act as in force from time
to time. |
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| MEMBERSHIP |
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3.
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(1)
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A person 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. |
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(2)
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A person who is not a member of the
Association at the time of the incorporation of the Association (or
who was such a member at that time but has ceased to be a member)
shall not be admitted to membership - |
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(a)
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unless he is nominated as provided
in sub-clause (3); and |
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(b)
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his admission as a member is approved
by the Committee. |
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(3)
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A nomination of a person for membership
of the Association - |
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(a)
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shall be made in writing in the form
required by the Committee from time to time; and |
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(b)
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shall be lodged with the secretary
of the Association. |
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(4)
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As soon as is practicable after the
receipt of a nomination, the secretary shall refer the nomination
of the Committee. |
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(5)
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Upon a nomination being referred to
the Committee, the Committee shall determine whether to approve or
to reject the nomination. |
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(6)
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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 kept by him and, upon the name being so entered, the nominee
becomes a member of the association. |
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(7)
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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 kept by him and, upon the name being so entered, the nominee
becomes a member of the association. |
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(8)
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A right, privilege, or obligation
of a person by reason of his membership of the association. |
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(a)
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is not capable of being transferred
or transmitted to another person, and |
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(b)
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terminates upon the cessation of his
membership whether by death or resignation or otherwise. |
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4.
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Membership of the Association shall
be divided into two classes, Regular Members (who shall be either
Provisional Regular Members or Full Regular Members) and Associate
Members where; |
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(1)
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Regular Members are those members
that market packaged olive oil in Australia to the retail, food service
and industrial trades under brands that they control as well as members
which are designated brand agents responsible for marketing in Australia,
olive oil brands of foreign countries and where :- |
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(a)
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each brand of packaged olive oil may
only be represented by one Regular Member; and |
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(b)
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notwithstanding the number of brands
controlled by a member, each Regular Member may only retain one membership;
and where; |
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(c)
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Full Regular Members; |
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(i)
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must have been Regular Members or
at least twelve months; and |
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(ii)
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have been accepted as Full Regular
Members by the Committee at its sole discretion and such acceptance
has been notified in writing by the secretary to the member. |
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(iii)
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shall, subject to Rule 19, be entitled
to vote at general meetings of the Association whether upon a show
of hands or a poll; and where; |
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(d)
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Provisional Regular Members shall
be Regular Members that have not been accepted by the Committee as
Full Regular Members and who shall not be entitled to vote at general
meetings of the Association. |
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(2)
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Associate Members are those members
which do not qualify as Regular Members and may be overseas packers
of olive oil, or members which provide a service to the olive industry
and where Associate Members shall not be entitled to vote at general
meetings of the Association. |
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| REGISTER OF MEMBERS
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5.
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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 class and subdivision
of membership and the register shall be available for inspection by
members at the address of the public officer. |
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| FEES, SUBSCRIPTIONS
AND FUNDS |
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6.
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(1)
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The entrance fee and annual subscription
for each class or subdivision of membership shall be of such amounts
as may be fixed by the Committee from time to time and the annual
subscription shall be payable in advance on or before 1 February in
each year. It is the responsibility of each member to determine their
financial standing in the Association. |
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(2)
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The funds of the Association shall
be derived from entrance fees, annual subscriptions, donations and
such other sources as the Committee determines from time to time.
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7.
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(1)
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A member of the Association who has
paid all moneys due and payable by him to the Association may resign
from the Association by first giving one months notice in writing
to the secretary of his intention to resign and upon the expiration
of that period of notice, the member shall cease to be a member. |
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(2)
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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. |
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| SUSPENSION AND
EXPULSION |
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8.
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(1)
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Subject to these rules, the Committee
may by resolution - |
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(a)
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expel a member from the Association;
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(b)
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suspend a member from membership of
the Association for a specified period; or |
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(c)
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fine a member in accordance with the
Regulations - if the Committee is of the opinion that the member -
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(d)
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has failed to comply with the Australian
Foods Standards Code 1987; or
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(e)
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has refused or neglected to comply
with these rules or any by-laws of the Association; or |
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(f)
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has been guilty of conduct unbecoming
a member or prejudicial to the interests of the Association. |
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(2)
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A resolution of the Committee under
sub-clause (1) |
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(a)
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does not take effect unless the Committee,
at a meeting held not earlier than 14 or 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 |
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(b)
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where the member exercises a right
of appeal to the Association under his clause does not take effect
unless the Association confirms the resolution in accordance with
this clause. |
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(3)
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Where the Committee passes a resolution
under sub-clause (1), the secretary shall, as soon as practicable,
cause to be served on the member a notice in writing - |
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(a)
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setting out the resolution of the
Committee and the grounds on which it is based; 6 |
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(b)
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stating that the member may address
the Committee at a meeting to be held not earlier than 14 and not
later than 28 days after service of the notice; |
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(c)
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stating the date, place and time of
that meeting; |
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(d)
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informing the member that he may do
one or more of the following : |
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(i)
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Attend that meeting; |
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(ii)
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Before the date of that meeting give
to the Committee a written statement seeking the revocation of the
resolution; and |
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(iii)
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Not later than 24 hours before the
date of the meeting, lodge with the secretary a notice to the effect
that he wishes to appeal to the Association in general meeting against
the resolution. |
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(4)
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At a meeting of the Committee held
in accordance with sub-clause (2), the Committee - |
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(a)
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shall give to the member an opportunity
to be heard; |
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(b)
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shall give due consideration to any
written statement submitted by the member; and |
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(c)
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shall by resolution determine whether
to confirm or to revoke the resolution. |
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(5)
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Where the secretary receives a notice
under sub-clause 8(3)(iii), he 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. |
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(6)
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At a general meeting of the Association
convened under sub-clause (5) - |
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(a)
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no business other than the question
of the appeal shall be transacted; |
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(b)
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the Committee may place before the
meeting details of the grounds for the resolution and the reasons
for the passing of the resolution; |
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(c)
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the member shall be given an opportunity
to be heard either personally or with the aid of legal representation;
and |
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(d)
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the members present shall vote by
secret ballot on the question of whether the resolution should be
confirmed or revoked. |
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(7)
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If at the general meeting - |
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(a)
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two-thirds of the members vote in
person or by proxy in favour of the confirmation of the resolution,
the resolution is confirmed; and |
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(b)
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in any other case, the resolution
is revoked. |
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| MEETINGS |
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9.
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(1)
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The Association shall in each calendar
year convene an annual general meeting of its members. |
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(2)
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The annual general meeting shall be
held on such day as the Committee determines. |
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(3)
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The annual general meeting shall be
specified as such in the notice convening it. |
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(4)
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The ordinary business of the annual
general meeting shall be - |
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(a)
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to confirm the minutes of the last
preceding annual general meeting and of any general meeting held since
that meeting; |
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(b)
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to receive from the Committee reports
upon the transactions of the Association during the last preceding
financial year; |
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(c)
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to elect officers of the Association
and the members of the Committee; and |
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(d)
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to receive and consider the statement
submitted by the Association in accordance with Section 30 (3) of
the Act. |
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(5)
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The annual general meeting may transact
special business of which notice is given in accordance with these
Rules. |
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(6)
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The annual general meeting shall be
in addition to any other general meetings that may be held in the
same year. |
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10.
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All general meetings other than the
annual general meeting shall be called special general meetings. |
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11.
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(1)
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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 lapse between
annual general meetings, shall convene a special general meeting before
the expiration of that period. |
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(2)
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The Committee shall, on the requisition
in writing of any three members or the President convene a special
general meeting of the Association. |
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(3)
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The requisition for a special general
meeting shall state the objects of the meeting and shall be signed
by the members making the requisition and be sent to the address of
the Secretary and may consist of several documents in a like form,
each signed by one or more of the members making the requisition.
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(4)
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If the Committee does not cause a
special general meeting to be held within one 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, or the President
(as the case may be) may convene a special general meeting to be held
not later than three months after that date. |
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(5)
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A special general meeting convened
by members or the President 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. |
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| NOTICE OF MEETINGS
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12.
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(1)
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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 his address appearing in the register of members, a notice by prepaid
post stating the place, date and time of the meeting and the nature
of the business to be transacted at the meeting. |
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(2)
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No business other than set out in
the notice convening the meeting shall be transacted at the meeting.
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(3)
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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 the notice. |
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| PROCEEDINGS AT
MEETINGS |
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13.
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(1)
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All business that is transacted at
a special 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. |
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(2)
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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. |
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(3)
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Five members personally present or
present by proxy (being members entitled under these rules to vote
at a general meeting) constitute a quorum for the transaction of the
business of a general meeting. |
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(4)
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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 Chairman at the time of adjournment or by written notice to
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 in person or by proxy (being not
less than 3 members entitled to vote) shall be a quorum. |
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14.
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(1)
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The President, or in his absence,
the Vice-President shall preside as Chairman at each general meeting
of the Association. |
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(2)
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If the President and the Vice-President
are absent from a general meeting, the members present shall elect
one of their number to preside as Chairman at the meeting. |
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15.
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(1)
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The Chairman 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.
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(2)
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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.
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(3)
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Except as provided in sub-clauses
(1) and (2), it is not necessary to give notice of an adjournment
or of the business to be transacted at an adjourned meeting.
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16.
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A question arising at a general meeting
of the Association shall be determined on a show of hands of those
members entitled to vote and unless before or on the declaration of
the show of hands a poll is demanded, a declaration by the Chairman
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.
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17.
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(1)
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Upon any question arising at a general
meeting of the Association, a Full Regular Member has one vote, Provisional
Regular Member and an Associate Member has no vote. |
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(2)
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All votes shall be given personally
or by proxy. |
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(3)
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In the case of an equality of voting
on a question, the Chairman of the meeting is entitled to exercise
a second or casting vote. |
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18.
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(1)
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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 Chairman may direct and the resolution
of the poll shall be deemed to be a resolution of the meeting on that
question. |
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(2)
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A poll that is demanded on the election
of a Chairman or on a question of an adjournment shall be taken forthwith
and a poll that is demanded on any other question shall be taken at
such time before the close of the meeting as the Chairman may direct.
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19.
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A Full Regular Member is not entitled to vote
any general meeting unless all monies are due and payable by that
member to the Association have been paid and the annual subscription
for the current year was paid by the due date.
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| PROXY, NOMINATED
REPRESENTATIVE |
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20.
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(1)
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Each member entitled to vote shall
be entitled to appoint another person as his proxy by notice given
to the secretary no later than 24 hours before the time of the meeting
in respect of which the proxy is appointed. |
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(2)
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The notice appointing the proxy shall
be in the usual form prescribed by the Committee from time to time
and in default in the usual form. |
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(3)
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Each member that is not a natural
person (hereinafter "corporate member") may be represented at a general
meeting of the Association either by its proxy or by its nominated
representative appointed by such member pursuant to the immediately
following sub-clause. |
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(4)
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A nominated representative may be
appointed by a corporate member by the corporate member giving notice
in writing to the secretary of the full name and identification of
its nominated representative and the period during which that person
would act as nominated representative and (if the corporate member
is a Full Regular Member) whether the nominated representative has
the corporate member's proxy and the duration of that proxy. Upon
receiving such notice and recording same in a register of nominated
representatives, the nominated representative shall be permitted to
attend general meetings of the Association and vote or otherwise represent
and bind the member until such time as written notice is received
by the secretary from the corporate member of its revocation of its
appointment of its nominated representative and the same is recorded
in the register of nominated representatives. |
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| COMMITTEE OF MANAGEMENT
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21.
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(1)
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The affairs of the Association shall
be managed by a Committee of Management constituted as provided in
Rule 23. |
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(2)
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The Committee - |
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(a)
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shall control and manage the business
and affairs of the Association; |
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(b)
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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 |
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(c)
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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. |
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22.
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(1)
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The officers of the Association shall
be - |
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(a)
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the President; |
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(b)
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the Vice-President |
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(c)
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the Secretary/Treasurer; and where
such persons shall be members who are natural persons or the nominated
representative of corporate members. |
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(2)
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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).
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(3)
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Each officer of the Association shall
hold office for two years until the second annual general meeting
after the annual general meeting of his election, but is eligible
for re-election. |
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(4)
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In the event of a casual vacancy in
any office referred to in sub-clause (1), 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 of the annual general meeting
next following the date of the appointment. |
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23.
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(1)
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Subject to Section 23 of the Act,
the Committee shall consist of - |
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(a)
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the officers of the Association; and
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(b)
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three Full Regular Members who are
not officers of the Association and where such persons shall be Full
Regular Members who are natural persons or the nominated representatives
of corporate members and where each of whom shall be elected at the
annual general meeting of the Association in accordance with these
Rules. |
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(2)
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Two members of the Committee that
are not officers shall hold office for one year until the annual general
meeting next after the annual general meeting of their election but
are eligible for re-election and the third member of the Committee
that is not an officer shall hold office for two years until the second
annual general meeting after the annual general meeting of his election
but is eligible for re-election, the third member being determined
by rotation, but if there are two or more eligible, by lot. |
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(3)
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In the event of a casual vacancy occurring
in the office of a 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 annual
general meeting next following the date of his appointment. |
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24.
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(1)
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Nomination of candidates for election
as officers of the Association or as members of the Committee - |
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(a)
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shall be made in writing, signed by
two Full Regular Members of the Association and accompanied by the
written consent of the candidate (which may be endorsed on the form
of nomination); and |
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(b)
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shall be delivered to the secretary
of the Association not less than seven days before the date fixed
for the holding of the annual general meeting |
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(2)
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If insufficient nominations are received
to fill all vacancies on the Committee, the candidates nominated shall
be deemed to be elected and if necessary, further nominations shall
be received at the annual general meeting for those remaining vacancies.
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(3)
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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. |
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(4)
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If the number of nominations exceeds
the number of vacancies to be filled, a ballot shall be held. |
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(5)
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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. |
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(6)
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A nomination of a candidate for election
under this clause is not valid if that candidate has been nominated
for another office for election at the same election. |
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25.
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For the purposes of these rules, the
office of an officer of the Association or of a member of the Committee
becomes vacant if the officer or member - |
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(a)
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in the case of a member that is a
natural person, that person ceases to be a member of the Association
or in the case of the nominated representative of a corporate member,
the corporate member ceases to be a member of the Association; |
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(b)
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becomes an insolvent under administration
within the meaning of the Corporations Law or bankruptcy legislation;
or |
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(c)
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resigns his office by notice in writing
given to the secretary. |
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| PROCEEDINGS OF
COMMITTEE |
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26.
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(1)
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The Committee shall meet at least
3 times in each year at such place and such times as the Committee
may determine. |
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(2)
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Special meetings of the Committee
may be convened by the President or by any four of the members of
the Committee. |
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(3)
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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. |
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(4)
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Any four members of the Committee
constitute a quorum for the transaction of the business of a meeting
of the Committee. |
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(5)
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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.
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(6)
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At meetings of the Committee - |
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(a)
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the President or in his absence the
Vice-President shall preside; or |
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(b)
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if the President and the Vice-President
are absent, such one of the remaining members of the Committee as
may be chosen by the members present shall preside. |
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(7)
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Questions arising at a meeting of
the Committee or of any sub-committee appointed by the Committee or
President 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. |
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(8)
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Each member present at a meeting of
the Committee or of any sub-committee appointed by the Committee or
the President (including the person presiding at the meeting) is entitled
to one vote and, in the event of any equality of votes on any question,
the person presiding may exercise a second or casting vote. |
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(9)
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Written notice of each committee
meeting shall be served on each member of the Committee by delivering
it to him at a reasonable time before the meeting or by sending it
by pre-paid post addressed to him at his usual or last known place
of abode at least two business days before the date of the meeting.
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(10)
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Subject to sub-clause (4) the Committee
may act notwithstanding any vacancy on the Committee. |
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27.
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(1)
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The President may from time to time
and for such period as he may nominate appoint a sub-committee or
sub-committees to carry out those matters of the Association required
of it by the President and comprised of such persons as the President
may specify. |
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(2)
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The President may appoint a Quality
Control Sub-Committee of three or more members which shall be responsible
for recommending programs to the members and overseeing and implementing
programs adopted by the Association to assure compliance with all
laws regulations governing the quality and labelling of olive oil
products. |
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| SECRETARY/TREASURER
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28.
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The office of secretary and treasurer
shall be combined in the Secretary/Treasurer until such time as the
Committee decides otherwise. As secretary the Secretary/Treasurer
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. Except as otherwise provided in these Rules,
the secretary shall keep in his custody or under his control all books,
documents and securities of the Association. |
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29.
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(1)
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As treasurer, the Secretary/Treasurer
of the Association - |
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(a)
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shall collect and receive all moneys
due to the Association and make all payments authorised by the Association;
and |
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(b)
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shall keep correct accounts and books
showing the financial affairs of the Association and full details
of all receipts and expenditure connected with the activities of the
Association. |
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(2)
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The accounts and books referred to
in sub-clause (1) shall be available for the reasonable inspection
by members. |
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30.
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(1)
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The Association in general meeting may by resolution
remove any member of the Committee before the expiration of his
term of office and appoint another member in his stead to hold office
until the expiration of the term of the first- mentioned member.
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(2)
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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 the 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. |
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CHEQUES
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31.
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All cheques, drafts, bills of exchange,
promissory notes and other negotiable instruments shall be signed
by two members of the Committee. |
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| SEAL |
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32.
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(1)
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The common seal of the Association shall be kept
in the custody of the Secretary.
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(2)
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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 signatures either
of two members of the Committee or of one member of the Committee
and of the Public Officer of the Association. |
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ALTERATION TO RULES AND PURPOSES
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33.
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These rules and the statement of
purposes of the Association shall not be altered except in accordance
with the Act. |
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| NOTICES |
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34.
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(1)
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Any 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 his address shown in the Register
of Members. |
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(2)
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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. |
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| WIND-UP |
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35.
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In the event of the winding up or
the cancellation of the incorporation of the Association, the assets
of the Association shall be disposed of in accordance with the provisions
of the Act. |
Benefits of Joining
