Rules of Chinese
Professionals Club of Australia Inc.
Incorporated under the
Associations Incorporation Reform Act 2012 (Vic) (the Act)
The name of the association is “Chinese Professionals Club of Australia Inc.”
· building a friendly, supportive, and harmonious social platform for Chinese professionals.
· promoting overall wellbeing of its members and enhancing community connections by organizing and participating in cultural, sports and recreational activities, as well as community volunteering.
· maintaining the Chinese cultural heritage and fostering cross-cultural understanding and integration in Australian multicultural society.
· Providing support for the professional growth and career development of its members.
· exercise its powers; and
· use its income and assets (including any surplus),
The association must not distribute any surplus, income or assets directly or indirectly to its members. This rule does not prevent the association from paying its members reimbursement for expenses properly incurred by them or for goods supplied and services provided by them, if this is done in good faith on terms no more favourable than if the recipient were not a member;
The financial year of the association starts on 1 January of each year and runs for a period of 12 months.
To join the association, the prospective member must:
· come from Chinese background or have an affinity for Chinese culture
· possess a university degree or an equivalent qualification recognized by the Association’s Committee, or working in a position that requires a tertiary qualification or above. In cases where there are difficulties in recognizing educational or professional qualifications, the Committee may require applicants to provide evidence.
Applicants may apply to join the association as a member by completing the application form, submitting two referrals from the existing members with voting rights and paying the joining fee (if any) along with the first year’s annual membership fee.
The Committee can approve or reject a membership application. If the Committee rejects a membership application, it is not required to give reasons for that decision, but the association must refund the fees paid by the applicant and inform the applicant in writing that the membership application has been rejected. The Committee must assess the membership applications and notify the applicant of its decision as soon as practicable.
A person becomes a member when the Committee adds the person’s name and address to the members' register.
Former members reapplying for membership must submit a new application, along with a joining fee and membership fee.
The Committee can set or change joining fees and annual membership fees for members.
Members must pay the annual membership fee within the time specified by the Committee. Membership will be terminated if a member's annual fee remains unpaid for more than three months after the due date.
Members have rights, obligations and liabilities as set out in the Act and in these rules.
A member of the association has the right to:
· receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these rules;
· submit items of business for consideration at a general meeting;
· attend and be heard at general meetings;
· have access to the minutes of general meetings and other documents of the association in accordance with these rules; and
· inspect the register of members.
· A member of the club is eligible to vote at a general meeting if they have been a member for a continuous period of at least two years from the date of their admission to membership. The period of membership shall be calculated from the date on which the member's application for membership is approved by the committee. Members who have not met the two-year membership requirement shall not be entitled to vote but may attend general meetings and participate in discussions. The committee shall review the voting eligibility of members on an annual basis. Any disputes regarding a member’s eligibility to vote shall be resolved by the committee, whose decision shall be final.
The rights of a member are not transferable and end when membership stops.
Each member’s liability is limited to payment of that member's joining and annual membership fees (if any).
A member stops being a member if:
· the member resigns as a member at any time by giving notice in writing to the secretary;
· the member is expelled in accordance with the disciplinary procedures set out in these rules;
· the member dies;
· the member's annual membership is more than 3 months in arrears.
When a membership ends, the association will not refund any membership fees already paid. If a person stops being a member, the Secretary must, as soon as practicable, enter the date the person stopped being a member in the members' register.
11. Associate Members
Associate members are nominated by full members for their spouses and approved by the committee. Associate members are not subject to the membership eligibility set forth in Rule 6.
Associate members enjoy all the rights and benefits of full members, except:
· They do not have the right to vote.
· They cannot be nominated as committee member candidates.
Rule 27, “Disciplining members“, and Rule 28, “Dispute resolution procedure“, are also applicable to the associate members.
The Committee is responsible for the management of the association and can exercise all powers and functions of the association (consistently with these rules and the Act), except for powers and functions that the members are required to exercise at a general meeting (under these rules or the Act).
The Committee can delegate any of its powers and functions to a committee member, a sub-committee, a staff member or a member, other than the power of delegation or a duty imposed on the Committee by the Act or under any other law.
The delegation must be in writing, may be subject to any conditions or limitations that the Committee considers appropriate and can be revoked in whole or in part by the Committee in writing.
Among its other responsibilities, the Committee is responsible for making sure:
· accurate minutes of general meetings and committee meetings of the association are made and kept;
· any material personal interest disclosed at a committee meeting is recorded in the minutes of that committee meeting; and
· all records, securities and relevant documents (as defined in the Act) of the association are kept properly and in accordance with these rules.
The Committee consists of the following committee members:
· the President, the Vice President(s), the Treasurer, the Secretary and ordinary committee members.
· The Committee shall consist of no fewer than 9 and no more than 15 members in total.
· The number of Vice Presidents shall not exceed 3.
A member is eligible to be elected or appointed as a committee member if the member:
· is at least 18 years of age; and
· is entitled to vote at a general meeting of the association.
Committee elections are annually conducted under the management of the outgoing Committee. Nominations for candidacy can be self-made or submitted by other members with the consent of the candidates. The outgoing Committee is responsible for finalizing the official candidate list through extensive consultation with the members. The total number of the official candidates should be in the same range as the total number of committee members as specified in Rule 13.
The outgoing committee calls for all members to conduct a vote to elect the new committee. Each member with voting rights should cast a vote individually for each candidate. Elections can be held at the annual general meeting (AGM) or, alternatively, by all members in writing or electronically (such as through email) before the general meeting.
Candidates who receive more than half of the votes in the valid ballots will be elected as committee members.
In case the elected committee members do not reach the lower limit specified in Rule 13, the outgoing Committee must seek additional candidates. A vote by all members is then organized to individually decide on each additional candidate until the number of elected committee members reaches the lower limit.
The Committee President is elected through an internal election among the newly elected committee members. The outgoing Committee recommends a candidate for the presidency from among the new committee members. If the recommended candidate receives more than half of the support votes from the new committee members, the candidate will be elected as the President. Otherwise, the new committee will recommend a new presidential candidate and conduct a new election until a new President is elected. Other positions are nominated by the elected president and determined through internal consultation among committee members.
An independent scrutineer designated by the outgoing Committee is responsible for counting the votes and announcing the election results at the AGM.
As soon as practicable after being elected or appointed to the Committee, each committee member must become familiar with these rules and the Act.
The Committee is collectively responsible for ensuring that the association complies with the Act.
Committee members must exercise their powers and discharge their duties:
· with reasonable care and diligence;
· in good faith in the best interests of the association; and
· for a proper purpose.
Committee members and former committee members must not make improper use of:
so as to gain an advantage for themselves or any other person or to cause detriment to the association.
In addition to any duties imposed by these rules, a committee member must perform any other duties imposed from time to time by resolution at a general meeting.
A committee member who has a material personal interest in a matter being considered at a committee meeting must disclose the nature and extent of that interest to the Committee.
The committee member:
· must not be present while the matter is being considered at the meeting; and
· must not vote on the matter.
This rule does not apply to a material personal interest:
· that exists only because the committee member belongs to a class of persons for whose benefit the association is established; or
· that the committee member has in common with all, or a substantial proportion of, the members of the association.
The term of the committee is one year. Except for a committee member appointed to fill a vacancy, a committee member's term of office begins at the end of the AGM.
The President can serve for a maximum of two consecutive terms.
Other committee members can serve a maximum of six consecutive terms. The term of a committee member may be extended if there is no suitable successor.
A committee member who has served the maximum consecutive terms is eligible for re-election to the committee after a period of at least two years.
The term limit outlined in this section will take effect from the Annual General Meeting (AGM) following the adoption of this new rule.
The Secretary must be at least 18 years of age, be resident in Australia and consent to being appointed as Secretary.
The Secretary must perform any duty or function required under the Act or these rules to be performed by the Secretary.
A committee member stops being on the Committee if they:
· stop being a member of the association;
· fail to attend three consecutive committee meetings (other than special or urgent committee meetings) without leave of absence granted by the Committee;
· resign by writing to the Committee or the Secretary;
· are removed by a special resolution of members of the association;
· become insolvent under administration (as the term is defined in section 38 of the Interpretation of Legislation Act 1984);
· become a represented person (under the Guardianship and Administration Act 2019);
· die;
· otherwise stop being a committee member by operation of section 78 of the Act; or
· in the case of the Secretary, if the Secretary stops residing in Australia.
If a committee member stops being on the Committee before the end of their term in accordance with these rules, the Committee can appoint a member of the association to fill the vacancy on the Committee until the next AGM. If the position of Secretary is vacant for any reason, the Committee must appoint a new Secretary within 14 days.
The Committee may act despite any vacancy in its membership.
The Secretary must give 7 days’ written notice of a committee meeting to committee members unless the meeting is urgent.
At an urgent meeting, only the business for which the meeting was called may be conducted.
The Committee can decide how often it meets.
A special committee meeting may be convened by the President or by a majority of committee members.
As long as everyone can hear and communicate clearly at the same time, committee meetings may be held at more than one place using technology (such as telephone or video conferencing).
The President is entitled to chair committee meetings.
If the President is not present, or does not wish to chair the meeting, the Vice President is entitled to chair.
If neither the President nor the Vice President is present, or if neither wishes to chair the meeting, the Committee must elect another committee member to chair.
Each committee member has one vote.
There is no voting by proxy.
The chair of the meeting does not have a casting vote.
If an equal number of votes are cast for and against a motion or amendment, the chair of the meeting must declare the motion or amendment lost.
Subject to these rules, the procedure to be followed at a committee meeting must be determined from time to time by the Committee.
No business may be conducted at a committee meeting unless a quorum is present.
The majority (more than half) of committee members must be present (either in person or through the use of technology) for the meeting to be validly held (the quorum).
If a quorum is not present within 30 minutes after the notified commencement time of a committee meeting:
The association must hold an AGM within five months of the end of the association’s Financial Year or such other time as permitted by law.
The Committee determines the date, time and place of the AGM.
The ordinary business of the AGM is to confirm the minutes of the previous AGM, receive and consider reports and statements on the previous Financial Year, and elect committee members.
The AGM may also conduct any other business of which notice has been given in accordance with these rules.
The Committee must convene a Special General Meeting (SGM) if a request to do so is made in accordance with this rule by at least 10% of the total number of members with voting rights.
This request for a SGM must:
· be in writing;
· state the business to be considered at the meeting and any resolutions to be proposed;
· include the names and signatures of the members requesting the meeting; and
· be given to the Secretary.
If the Committee does not convene a SGM within one month after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.
A SGM convened by members must:
· be held within three months after the date on which the original request was made; and
· only consider the business stated in that request.
The association must reimburse all reasonable expenses incurred by the members convening a SGM.
Notice of the date, time and place of a general meeting must be provided to members at least 14 days (or 21 days if a special resolution is proposed) before the meeting in writing to each member’s postal or email address listed on the members register.
Notices of general meetings must include all proposed matters to be dealt with at that meeting.
If a special resolution is proposed, the notice must also include:
· the full proposed resolution; and
· a statement of the intention to propose the resolution as a special resolution.
As long as everyone can hear and communicate clearly at the same time, general meetings may be held at more than one place using technology (such as telephone or video conferencing).
The President is entitled to chair general meetings.
If the President is not present, or does not wish to chair the meeting, the Vice President is entitled to chair.
If neither the President nor the Vice President is present, or if neither wishes to chair the meeting, the meeting must elect another member to chair.
The chair of the meeting does not have a casting vote.
Votes must be held by a show of hands or written ballot, or another method determined by the committee that is fair and reasonable in the circumstances (for example, votes may be held by all members in writing or electronically before the general meeting).
A member not physically present at a general meeting may be permitted to participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.
For the purposes of this rule, a member participating in a general meeting through the use of technology as permitted under these rules is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.
Subject to the Act and these rules, each member with voting rights has one vote on any question arising at the meeting.
Decisions at a general meeting must be made by majority vote (subject to the provisions in these rules regarding special resolutions).
A special resolution is passed if at least 75% of the members voting (whether in person or by proxy) at a general meeting vote in favour of the resolution.
A special resolution is required—
· to alter these Rules, including changing the name or any of the purposes of the Association;
· to wind up or the cancel the incorporation of the Association;
· to remove a committee member from office.
For a general meeting to be held, at least 10% of the members with voting rights (a quorum) must be present at the meeting (either in person or through the use of technology) for the meeting to be held.
No business may be conducted at a general meeting unless the quorum is present.
The chair may adjourn the meeting if a quorum is not reached within 30 minutes of the meeting start time, or if there is not enough time at a meeting to address all business. Notice of the date, time and place of the adjourned meeting must be sent to members as soon as practicable after the meeting. This notice does not have to comply with time for notice requirements, unless the adjourned meeting is more than 21 days after the original meeting date.
No business may be conducted at an adjourned meeting, other than the business that remained unfinished when the meeting was adjourned.
Members may vote by proxy at general meetings.
Proxy forms must be received by the Secretary (in the form approved by the Committee, if any) 2 day(s) before a meeting.
The Treasurer must keep custody of the financial records of the association for the current Financial Year and any other financial records as authorised by the Committee. The Secretary must keep custody of all books, documents and securities of the association (other than the financial records held by the Treasurer in accordance with these rules).
The Secretary must keep and maintain a register of members in accordance with the Act.
A member is entitled to, subject to certain restrictions found in these rules, inspect the rules, general meeting minutes, relevant documents and the members register at a reasonable time. ‘Relevant documents’ includes documents such as financial records, contracts and asset records of the association.
If a member requests to inspect the register of members, the association must allow this in a reasonable time. Note that, in certain circumstances, the association may withhold personal member information.
A member can write to the Secretary asking for copies of these documents (with the exception of the members register). The association must provide copies of records of the association (other than the members' register) if a member requests copies in accordance with these rules (and unless the association is permitted to refuse the request in accordance with these rules). The association can charge a reasonable fee for providing copies.
Subject to the Act, the association can refuse a request to inspect or get copies of relevant documents, or provide only limited access, if the documents contain confidential, personal, employment, commercial or legal matters, or if granting the request would breach a law or may cause damage or harm to the association.
Members can write to the Secretary to ask that the Secretary restrict access to their details on the members register if they have special circumstances. The Secretary will decide if there are special circumstances, and must write to the member outlining their decision.
The Committee can discipline a member of the association if it considers the member has breached these rules, is refusing to support the purposes of the association, or if the member’s behaviour is causing (or has caused) damage or harm to the association.
The Committee must write to the member to tell them why disciplinary action is proposed to be taken.
The Committee must arrange a disciplinary procedure that meets these requirements:
· the outcome must be determined by an unbiased decision-maker;
· the member must have the opportunity to be heard; and
· the disciplinary procedure must be completed as soon as reasonably practicable.
The outcome of a disciplinary procedure can be the temporary suspension or the expulsion of the member. The association cannot fine a member.
A member whose membership has been suspended in accordance with the disciplinary procedure in these rules is not eligible to be elected or appointed as a committee member and is not entitled to vote at a general meeting.
A member who is the subject of a disciplinary procedure must not initiate a dispute resolution procedure in relation to the matter which is the subject of the disciplinary procedure until the disciplinary procedure has been completed.
If there is a dispute between a member and another member, a member and the association, or a member and the Committee, the parties involved must first attempt to resolve the dispute between themselves for at least 14 days from the date the dispute is known to all parties involved (Negotiation Period).
If the dispute can’t be resolved between the people involved within the Negotiation Period, the following grievance procedure must be followed:
· the party with a grievance must, within 14 days after the Negotiation Period, write to the Committee and any other people affected, and explain their grievance (Grievance Notice);
· the Committee must, within 14 days after receipt of a Grievance Notice, appoint an unbiased mediator to hear from all the parties involved and try to find a solution;
· the Committee must give the people involved reasonable notice of the time and place of the mediation, which must be held as soon as practicable after the appointment of the mediator;
· at the mediation conference, each party must have an opportunity to be heard; and
· each party must do their best to resolve the dispute.
Any mediation costs are to be paid as agreed between the parties, or otherwise as determined by the Committee.
If the grievance procedure does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
The association may derive or generate funds from joining and annual membership fees, donations, grants, fundraising, interest, and any other sources approved by the Committee.
Subject to any restrictions imposed by a general meeting of the association, the Committee may approve expenditure on behalf of the association.
The association may open a bank account to deposit revenue and withdraw expenditure. The Committee may authorise the Treasurer to maintain a petty cash fund for minor and incidental expenses and the withdrawals or deposits must be recorded from this fund.
All financial transactions of the club, including electronic funds transfers, cash payments, or credit card payments, must be authorized by two committee members, one of whom must be either the club's treasurer or president.
Financial records must be kept and stored for seven years.
For each financial year, the Committee must ensure that the requirements under the Act relating to the financial statements of the association are met.
Subject to the Act, these rules may be changed, added to, or replaced only by special resolution of the association’s members at a general meeting.
The members may vote by special resolution at a general meeting to wind up the association or voluntarily cancel its registration.
If the association is wound up or voluntarily cancelled, any surplus assets must not be distributed to the members or former members of the association unless the member or former member is an organisation which is described below.
The surplus assets of an association are the assets of the association remaining after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of the winding up or voluntary cancellation of the association.
Subject to the Act, any other applicable Act and any Court order, any surplus assets must be distributed to one or more organisations which is prohibited from making distributions to its members to at least the same extent as the association.
The decision as to the organisation to be given the surplus assets must be made by a special resolution of members at or before the time of winding up or voluntary cancellation. If the members do not make this decision, the association may apply to the Supreme Court of Victoria to make this decision.
Members must give the association their address for notices, and any change in that address.
The address for notices may include an email address.
The association must enter any change in the address of a member in the register of members without delay. Notice may be given to a member by sending it to the address last given by the member.
Notice may be given to the association or the Committee by sending the notice by post to the registered address, or, if the Committee determines that it is appropriate in the circumstances, by email to the email address of the association or the Secretary.
In these rules a period of notice of a meeting expressed in days does not include:
· the day on which notice is given; or
· the day on which the meeting is held.
Notices sent by post are taken to have been given on the 4th day after posting that is not a Saturday, Sunday or public holiday at that address.
Notices sent by email are taken to have been given on the first day after sending that is not a Saturday, Sunday or public holiday at that address.
In this rule, ’member’ includes a committee member.
In these rules, 'writing' includes email and other correspondence in electronic form.
This constitution was produced using a template tool created by Justice Connect. For more information see www.nfplaw.org.au.