FRIENDS OF SAME

CONSTITUTION

NAME

1. The name of the incorporated association (in these rules called "the Association" ) is the Friends of Same.

VISION STATEMENT

2. The Friends of Same is an association of the Boroondara community supporting East Timor in particular the people of the Same region, in a partnership to strengthen their well-being for a sustainable future.

STATEMENT OF PURPOSE

3. The purposes for which the incorporated Association is established are:-

(a) To provide assistance to the people of the Same region, through fund-raising and project development, particularly in the areas of health, education and training, and community development.

(b) To support projects aimed at increasing economic independence and sustainability in the Same region.

(c) To build a better knowledge and understanding of the needs of the people of Same region and East Timor by the Friends of Same, the council for the City of Boroondara and within the community of Boroondara generally.

INTERPRETATION

4. In the rules, unless the contrary intention appears:-

"Annual General Meeting" means a general meeting of members convened in accordance with Rule 9.1

"Committee" means the Executive Committee of the Friends of Same.

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

"Full member" means a full voting member of the Friends of Same in accordance with Rule 5.

"Member" means a member of the Friends of Same in accordance with Rule 5.

"Ordinary Member of the Executive Committee" means a member of the committee who is not an officer of the Friends of Same under Rule 16.

"Special General Meeting" means a general meeting of members convened in accordance with Rule 10.1

"The Act" means the Associations Incorporation Act 1981as amended from time to time.

"The Regulations" means regulations pursuant to the Act.

APPLICATION FOR MEMBERSHIP

5.1 There shall be two categories of membership of the Friends of Same:-

(a) Full Membership

(b) Associate Membership

5.2 Subject to these rules full membership shall be open to persons who reside, work, volunteer or own property within the City of Boroondara. Membership is available to individuals, not organisations.

5.3 Subject to these rules, associate membership shall be open to all other people and organisations that endorse the purposes of the Friends of Same.

5.4 A person who has applied and been approved for membership as provided in these rules is eligible to be a member of the Friends of Same on payment of the annual subscription payable under these rules.

5.5 A person who is not a member of the Friends of Same at the time of incorporation (or who was such a member at the time but has ceased to be member) shall not be admitted to membership unless:-

(a) Application as provided in sub-clause (6); and

(b) Admission as a member is approved by the committee.

5.6 An application of a person for membership of the Association shall:-

(a) Be made in writing in the form set out in appendix 1; and

(b) Be lodged with the Secretary of the Association.

5.7 The Secretary shall refer the application to the committee at the meeting immediately following receipt of the application.

5.8 Upon application being referred to the committee, the committee shall determine whether to approve or reject the application.

5.9 Upon the application being approved by the committee the Secretary shall, within 14 days, notify the applicant in writing that approval for membership has been granted and request payment within 28 days after receipt of the notification of the sum payable under these rules as the first year's annual subscription.

5.10 The Secretary shall, upon payment of the amount referred to in sub-clause (9) within the period referred to in that sub-clause enter the applicant's name in the Register of Members.

5.11 The right, privilege, or obligation of a person by reason of his membership of the Association:-

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

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

5.12 Associate members shall have the same rights as full members save that they shall not be able to vote at any annual or special general meeting or become office bearers of the Association.

5.13 A person who becomes a new member between 1 April and 30 June in a membership year shall have their membership automatically carried over to the next consecutive membership year.

ANNUAL SUBSCRIPTION

6.1 In the event that an annual subscription is determined by the committee, the subscription shall be due and payable on the first day of July each year.

REGISTER OF MEMBERS

7.1 The Secretary shall keep and maintain a Register of Members in which shall be entered the full name, postal address and if relevant, electronic address and telephone number, and date of entry of each member and the register shall be available for inspection by members upon request.

7.2 The Secretary shall update the Register of Members annually.

RESIGNATION AND EXPULSION OF MEMBERS

8.1 A member of the Association who has paid all monies due to the Friends of Same may resign by giving notice in writing to the Secretary and will cease to be a member on the date the Secretary receives the letter or such other date as is specified in the letter.

8.2 Upon the resignation of the member, the Secretary shall record in the Register of Members, the date of resignation.

8.3 Subject to these rules, if the committee is of the opinion that the member:-

(a) Has refused or neglected to comply with these rules; or

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

(c) if an elected member of the Executive Committee fails to attend three (3) Committee meetings during his or her term and has not provided reasons acceptable to the Committee for his or her non-attendance.

The committee may by resolution:-

(a) Suspend a member from membership of the Friends of Same for a specified period;

(b) Expel a member from the Friends of Same.

Disputes and Mediation procedures are set out in section 27.

ANNUAL GENERAL MEETINGS

9.1 The Friends of Same shall in each calendar year convene an annual general meeting of its members.

9.2 The annual general meeting shall be held on such a day as the committee determines but not later than the 31st of October in each year save that it shall not be necessary to hold an annual general meeting in the year of incorporation.

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

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

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

(b) To receive from the committee reports on the transactions of the Friends of Same in the last preceding financial year;

(d) To receive and consider the statements submitted by the Friends of Same in accordance with section 30(3) of the Act, and

(e) Appoint an auditor, if necessary, for the pursuing year.

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

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

SPECIAL GENERAL MEETINGS

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

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

10.3 The Committee shall, on the requisition in writing of members representing not less than 5 per cent of the total number of members, convene a special general meeting of the Friends of Same.

10.4 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.

10.5 If the Committee does not cause a special general meeting to be held within the month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months after that date and a copy of the Register of Members shall be made available for this purpose only.

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

NOTICE OF MEETINGS

11.1 The Secretary of the Friends of Same shall at least 28 days before the date fixed for holding the annual general meeting of the Friends of Same, a notice of the time, date and place of the annual general meeting to be published in a local paper. The same provisions shall apply to notice of a special general meeting except that only 14 days notice shall be necessary.

11.2 The Convenor may at their discretion allow matters to be brought forward at a general meeting for discussion other than business otherwise brought before a general meeting in accordance with these Rules.

11.3 Any member who desires a matter to be included in the agenda of the annual general meeting shall give written notice signed by themselves of such matter to the Secretary at least 14 days prior to the date of the meeting.

PROCEEDINGS AT MEETINGS

12.1 All business that is transacted at either a special general meeting or 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.

12.2 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.

12.4 Nine (9) full members personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the transaction of the business of an annual general meeting.

12.5 If within half an hour after the appointed time for the commencement of the annual general meeting, a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the chairperson at the time of the 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 (not being less than 3) shall be a quorum.

CONVENOR

13.1 The Convenor, or in the Convenor absence, the Deputy Convenor, shall preside as chairperson at meetings of the Association.

13.2 If the Convenor and the Deputy Convenor are absent from a meeting, the members present shall elect one of their number to preside as chairperson at the meeting.

ADJOURNMENTS

14.1 The Convenor of a 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 which the adjournment took place.

14.2 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.

14.3 Except as provided in sub-clause (1) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

VOTING RIGHTS

15.1 The Convenor shall have the right to vote on all matters and in the event of any equality of votes shall have the right to a second casting vote. In exercising the casting vote, the Convenor shall use that vote to maintain the status quo.

15.2 On any action before a meeting the Convenor shall declare the result on a show of hands or on a secret ballot and his decision shall be final and binding.

15.3 Upon any questions arising at a general meeting of the association, a member has one vote only.

15.4 All votes shall be given personally or by proxy.

15.5 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 Convenor may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

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

15.7 A member is not entitled to vote at any general meeting unless all moneys due and payable by the member to the Friends of Same have been paid.

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

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

EXECUTIVE COMMITTEE

16.1 The affairs of the Association shall be managed by the Executive Committee constituted as provided in sub-clause (8).

16.2 The Executive Committee -

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

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

(c) subject to these Rules, the Regulations and the Act, has the 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 Friends of Same. 16.3 The officers of the association shall be:

(a) A Convenor (b) A Deputy Convenor (c) A Secretary (d) A Treasurer

16.4 The provisions of Rule 18 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 subclause (3).

16.5 Each officer of the Friends of Same shall hold office until the annual general meeting next after the date of his or her election but is eligible for re-election.

16.6 In the event of a casual vacancy in any office referred to in sub-clause (3) the committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of the appointment.

16.7 The Executive Committee shall have the power to co-opt persons ("Co-opted Representatives") (whether Members or not) to act in an advisory capacity to the Executive Committee which extends to sitting in on Committee meetings, however such persons will have no voting rights; and

16.8 Subject to Section 23 of the Act, the executive committee shall comprise 9 people excluding any co-opted representatives

16.9 Each ordinary member of the committee shall, subject to these Rules, hold office until the annual general meeting next after the date of their election but they are eligible for re-election.

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

16.11 The officers of the Friends of Same shall be at least 18 years of age.

ELECTION OF OFFICERS

17.1 Nominations of candidates for election as officers of the Friends of Same or as ordinary members of the Committee -

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

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

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

17.3 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.

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

17.5 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.

17.6 A nomination of a candidate for election as an office bearer under this clause is not valid if that candidate has been nominated for another office for election at the same election.

17.7 For the purposes of these Rules, the office of an officer of the Friends of Same or of an ordinary member of the Committee becomes vacant if the officer or member:

(a) ceases to be a member of the Friends of Same ;

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

(d) is removed from the committee in accordance with Rule 29.

EXECUTIVE COMMITTEE MEETINGS

18.1 The Executive Committee would normally meet monthly and must meet at least once each quarter.

18.2 Special meetings of the Executive Committee may be convened at the request of any one of the following; Convenor, Secretary, Treasurer or any two Members of the Committee.

18.3 Notice of such special meetings shall be given to each member of the Committee at least seven days prior to the date of such a meeting provided however that a meeting may be convened by shorter notice written or otherwise if at least seven members entitled to attend and vote there at so agree.

18.4 Five members of the Committee (two of which must be an executive member) constitute a quorum for the transaction of the business of a meeting of the Committee.

18.5 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 at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

18.6 At the meetings of the Committee:

(a) the Convenor or in their absence the Deputy Convenor shall preside; or

(b) if the Convenor and the Deputy Convenor are absent, one of the remaining members of the committee as may be chosen by the members present shall preside.

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

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

18.9 Subject to sub-clause (4) the Committee may act not withstanding any vacancy on the Committee.

SECRETARY

19.1 The Secretary of the Friends of Same shall keep a record of the minutes of the resolutions, proceedings and the names of persons present at each general meeting and each committee meeting, in a hard copy format.

TREASURER

20.1 The Treasurer of the Friends of Same:-

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

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

REMOVAL OF MEMBER OF COMMITTEE

21.1 The Friends of Same in a general meeting may by resolution remove any member of the Committee before the expiration of the members term of office and appoint another member in his or her stead to hold office until the expiration of the term of the first mentioned member.

21.2 Where the member to whom a proposed resolution referred to in sub-clause (1) makes representations in writing to the Secretary or Convenor of the Friends of Same (not exceeding 28 days) and requests that they be notified to the members of the Friends of Same, the Secretary or the Convenor may send a copy of the representations to each member of the Friends of Same or, if they are not so sent, the member may require that they be read out at the meeting.

SIGNATORIES

22.1 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two signatories of four, authorised by the Committee to sign on its behalf.

SEAL

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

23.2 The Common Seal shall not be affixed to any instrument except by the authority of the Executive Committee. The affixing of the Common Seal shall be attested to by the signatures of either two members of the Committee or one member of the Committee and the Public Officer of the Friends of Same, both of whom shall be present at the time the Seal is used.

23.3 The Secretary shall maintain a Register stating the date, the purpose and the names of those present when the Seal is used.

NOTICES

24.1 A notice may be served by or on behalf of the Friends of Same upon any member either personally or by sending it by post, facsimile or email to the member at the address shown in the Register of Members.

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

CUSTODY OF RECORDS

25.1 Except as otherwise provided in these Rules, the Secretary shall be responsible for maintaining all books, records, documents and securities of the Friends of Same.

25.2 All public documents of the Association shall be kept securely at the offices of the City of Boroondara on behalf of the Friends of Same, at the office of Community Planning, Hawthorn.

25.3 All public documents of the Friends of Same shall be available for inspection by any member of the Friends of Same upon request.

FUNDS

26.1 The funds of the Friends of Same shall be derived from annual subscriptions, donations, fund-raising and such other sources as the Committee determine.

26.2 The assets and income of the Friends of Same shall be applied solely in the furtherance of its aims and objectives and no portion shall be distributed directly or indirectly to its members, except as bona fide payment for services rendered or authorised expenses incurred on behalf of the Friends of Same.

DISPUTES AND MEDIATION

27.1 (1) The grievance procedure set out in this rule applies to disputes under these rules between -

(a) a member and another member; or

(b) a member and the Friends of Same

(2) 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 the parties.

(3) 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.

(4) The mediator must be-

(a) a person chosen by agreement between the parties; or

(b) in the absence of agreement-

(i) in the case of a dispute between a member and another member, a person appointed by the Committee of the Association; or

(ii) in the case of a dispute between a member and the association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).

(5) A member of the Friends of Same may be a mediator.

(6) The mediator cannot be a member who is a party to the dispute.

(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(8) The mediator, in conducting the mediation, must-

(a) give the parties to the mediation process every opportunity to be heard; and

(b) allow due consideration by all parties of any written statement submitted by any party; and

(9) The mediator must not determine the dispute.

(10) 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.

27.2 A resolution of the committee under Rule 9.3 -

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

(b) Where the member exercises the right of appeal to the association under this clause, does not take effect unless the Friends of Same confirms the resolution in accordance with this clause.

27.3 If the committee passes a resolution under Rule 9.3 the Secretary shall as soon as practical, cause to be served on the member a notice in writing-

(a) Setting out the resolution of the committee and the grounds on which it is based;

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

(d) Informing the member that they may do one or more of the following: -

(i) Attend that meeting;

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

(iii) Not later than 24 hours before the date of that meeting lodge with the Secretary a notice to the effect that they wish to appeal to the Friends of Same Inc in a general meeting against the resolution.

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

(a) Give the member an opportunity to be heard;

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

27.5 If the Secretary receives a notice under sub-clause (3), they shall notify the committee and the committee shall convene a general meeting of the Friends of Same to be held within 21 days after the date on which the Secretary received the notice.

27.6 At a general meeting of the Friends of Same convened under sub-clause (5)-

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

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

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

27.7 If at the general meeting-

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

(b) In any other case the resolution is revoked.

WINDING UP OR CANCELLATION

28.1 The Friends of Same may be wound up voluntarily in accordance with the Act, with the consent of three-fourths of those present at a general meeting of members called specifically for that purpose.

28.2 If upon winding up or dissolution of the Friends of Same there remains, after payment of all debts and liabilities, any assets or property whatsoever, the remaining assets shall not be paid or distributed to any member of the Friends of Same. These assets or properties shall be given or transferred to an organisation/s which:

has objectives and purposes similar to the objectives and purposes of the Friends of Same, and is exempt from income tax and
shall prohibit the distribution of its income and property amongst its members to an extent at least as great as that imposed on the Friends of Same under these rules.

Such organisation/s will be determined by the members of the Friends of Same after consultation with the City of Boroondara Council.

28.3 On completion of these actions, a copy of the liquidator's account showing the final distribution of assets and a nil balance is to be forwarded to the City of Boroondara Council as well as the relevant state and federal government departments and funding bodies.

ALTERATION OF RULES AND STATEMENT OF PURPOSES

29.1 These Rules and Statement of Purposes of the Friends of Same shall not be altered except in accordance with the Act.

Appendix 1

Membership Application Form

I, ............................................................................................................................................. (full name of applicant)

of ............................................................................................................................................. (address)

................................................................................................................................................. (telephone) (email address)

desire to become a full voting member of the Friends of Same.

In the event of my admission as a full member, I agree to be bound by the rules of the Friends of Same or the time being in force.

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

Date ...................................

Appendix 2

Appointment of Proxy Form

I, ....................................................................................................................................... (name)

of ....................................................................................................................................... (address)

being a full member of the Friends of Same hereby appoint

.......................................................................................................................................... (name)

of ....................................................................................................................................... (address)

being a full member of that Incorporated Association, as my proxy to vote for me on my behalf at the general meeting of the Friends of Same (annual general meeting or special general meeting, as the case may be) to be held on the .................. day of ......................................20.... and at any adjournment of that meeting.

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

Signed ....................................................

the ...............day of .................................20....

Updated on 19 September 2007.