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The Rules of Association

of Project SafeCom Inc.

Hi and welcome to the "official" central document of our incorporation: The Rules of Association.

Project SafeCom became an Incorporated Community Association on December 7, 2001. It's now officially called Project SafeCom Inc. You can see the Certificate by clicking here.

We gladly used and adapted the freely available "template" provided for the public by the West Australian Department of Fair Trading (since around 2004 it's called the WA Department for Employment and Consumer Relations).

During 2006 we adapted the Constitution to cater for 'the electronic age', by having clauses inserted to enable us to give notice of meetings "by electronic means", including emails. The changes proposed were approved - and they're marked throughout the document below.

Links to the sections of the Rules:

Amendments 2006

1. Name of the Association

The name of the Association is Project SafeCom Inc.

2. Definitions

In these rules, unless the contrary intention appears-

"Committee meeting" means meeting referred to in rule 16 (1);

"Committee member" means person referred to in paragraph (a), (b), (c), (d) or (e) of rule 10 (1);

"financial year" has the meaning given by section 3 (1) of the Act, a reference in that section to-

"an incorporated association" or "the association" being construed as a reference to the Association;

and
"the Committee" being construed as a reference to the Committee;

"general meeting" means meeting convened (in person or via electronic communication) under rule 16; *(Amended 2006);

"annual general meeting" means the annual special meeting convened under rule 16;

"member" means member of the Association;

"associate member" means member of the Association as defined in rule 5 and rule 5b;

"rules" means these Rules of Association;

"ordinary resolution" means resolution other than a special resolution;

"special resolution" has the meaning given by section 24 of the Act;

"the Act" means The Associations Incorporation Act 1987 (WA);

"the Association" means the Association referred to in rule 1;

"the Chairperson" means-

in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with rule 11; or
otherwise than in relation to the proceedings referred to in paragraph (a), the person referred to in rule 10 (1) (a) or, if that person is unable to perform his or her functions, the Vice Chairperson;

"the Committee" means the Committee of Management of the Association referred to in rule 10 (1);

"the Secretary" means the Secretary referred to in rule 10 (1) (c);

"the Treasurer" means the Treasurer referred to in rule 10 (1) (d);

"the Vice-Chairperson" means the Vice-Chairperson referred to in rule 10 (1) (b);

"ex officio" means out of professional duty. This pertains to the status of employees in the project on the Committee of Management or whilst on other duties;

"clause" means rule as referred to in this document.

3. Purpose and Objects of Association

The purpose and objects of the Association are-
1. to envision, conceptualise, plan, develop and oversee the operation of
  1. a Safe Community in Western Australia for people of any race, gender, creed or nationality, who are displaced as a result of Wars or Political, Social, Climatological, Ecological and Geological upheaval and/or Disaster; and for other users as and when appropriate.
2. to develop and implement a property strategy within the strictest guidelines of what constitutes "sustainability", "energy efficient", "organic farming", "non-chemical fertilisation", "nature conservation", "permaculture" and "re-vegetation", interpreted in the Association's Statement of Values and Operational Plan.
3. to establish this Safe Community as a (working and operating) farm of considerable size and acreage with a temporary and/or semi-resident population of between five and five hundred people
4. to ensure feasibility of the project by attracting funding from Federal, State and other Government and non-government sources, foundations, donations and bequests.
5. to maintain an ongoing openness for other objectives and user populations as needed to attract and be eligible for funding on an ongoing basis
The Association shall be a non-profit, non-sectarian and not aligned with any specific political or religious persuasion
The Association shall consciously aim to promote itself to various sectors of government and the wider community as a Safe Community and a working farm community for learning, community work and temporary and semi-permanent residence for this purpose
The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.

4. Powers of Association

The powers conferred on the Association by section 13 of the Act are subject to the following additions, exclusions or modifications-

- that the Committee of Management has the power to act to further the Project's aims and purposes through the acquisition/disposal of equipment, property and/or income.

5a. Qualifications for membership of Association

Membership of the Association is open to any adult person who has taken note and firmly supports and can represent the purpose and objects of the Association as specified in rule 3.
A person who wishes to become a member shall-
1. apply for membership to the Committee in writing-
  1. signed by that person and by both of the members referred to in paragraph (b)
    
    and
  2. in such form as the Committee from time to time directs; and
2. be proposed by one member and seconded by another member.
The Committee members shall consider each application made under sub rule (2) at a Committee meeting and shall at the Committee meeting or a subsequent Committee meeting accept or reject that application.

5b. Associate membership of Association

Associate Membership shall be offered by the Committee members to those people who
1. wish to become members of the Association
  
  and who are
2. not of adult age (18 years or over)-
  
  and/or
3. not resident within Australia
Associate Members do not have the power of vote in any of the meetings of the Association, but the Committee members shall be open to their suggestions and advice.
The Committee may decide, in meetings, to offer extra benefits to Associate memberships which otherwise comply with all other rules of association.

6. Register of members of Association

The Secretary shall on behalf of the Association keep and maintain the register of members in accordance with section 27 of the Act and that register shall be so kept and maintained at his or her place of residence.
The Secretary shall cause the name of a person who dies or who ceases to be a member under rule 7 (3), 8 (1) or 9 to be deleted from the register of members referred to in sub-rule (1).

7. Subscriptions of members of Association

The members shall from time to time at a general meeting determine the amount of the subscription to be paid by each member.
Each member shall pay to the Treasurer, annually on or before 1 July or such other date as the Committee from time to time determines, the amount of the subscription determined under sub-rule (I).
Subject to subrule (4), a member whose subscription is not paid within 3 months after the relevant date fixed by or under subclause (2) ceases on the expiry of that period to be a member, unless the Committee decides otherwise.
A member is a financial member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under subrule (2) or within 3 months thereafter.

8. Resignation of members of Association

A member who delivers notice in writing of his or her resignation from the Association to the Secretary or another Committee member ceases on that delivery to be a member.
A person who ceases to be a member under subrule (1) remains liable to pay to the Association the amount of any subscription due and payable by that person to the Association but unpaid at the date of that cessation.

9. Expulsion of members of Association

If the Committee considers that a member should be expelled from membership of the Association because of his or her conduct detrimental to the interests of the Association, the Committee shall communicate, either orally or in writing, to the member-
1. notice of the proposed expulsion and of the time, date and place of the Committee meeting at which the question of that expulsion will be decided; and
2. particulars of that conduct, not less than 30 days before the date of the Committee meeting referred to in paragraph (a).
At the Committee meeting referred to in a notice communicated under subrule (1), the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, expel or decline to expel that member from membership of the Association and shall, forthwith after deciding whether or not so to expel that member, communicate that decision in writing to that member.
Subject to subrule (5), a member who is expelled under subrule (2) from membership of the Association ceases to be a member 14 days after the day on which the decision so to expel him or her is communicated to him or her under subrule (2).
A member who is expelled under subrule (2) from membership of the Association shall, if he or she wishes to appeal against that expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in subrule (3).
When notice is given under subrule (4)-
1. the Association in a general meeting may, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association in the general meeting, confirm or set aside the decision of the Committee to expel that member; and
2. the member who gave that notice does not cease to be a member unless and until the decision of the Committee-to expel him or her is confirmed under this subrule.

10. Committee of Management

The affairs of the Association shall be managed exclusively by a Committee of Management consisting of- *(Amended 2006)
1. a Chairperson;
2. a Vice-Chairperson;
3. a Secretary;
4. a Treasurer;
5. an Executive Director/Officer and
6. a maximum of four other persons,
7. in addition to this number, some employees, at the discretion of the Committee will be non-voting Ex Officio members of the Committee.
all of whom shall be members of the Association elected to membership of that Committee at an annual general meeting or appointed under subrule (9).
At the commencement of the first annual general meeting to be held after the incorporation of the Association under the Act-
1. if the Committee consists of an even number of members, half of that number which half; or
2. if the Committee consists of an odd number of members, the integral number of members nearest to, and exceeding, half of that odd number, the members comprised in which integral number, shall be chosen by ballot, shall cease to be Committee members, but shall be eligible for re-election to membership of the Committee.
At the commencement of each successive annual general meeting after the annual general meeting referred to in subrule (2), those four Committee members who have served for longer periods than the other Committee members shall cease to be Committee members, but shall be eligible for re-election to membership of the Committee.
Subject to subrule (5), a person is not eligible for election to membership of the Committee unless a member, specified under rule 7 (4) who is not subject to expulsion procedures (see rule 9) has nominated him or her for election by delivering notice in writing of that nomination, signed by-
1. the nominator; and
2. the nominee to signify his or her willingness to stand for election, to the Secretary not less than 28 days before the day on which the annual general meeting concerned is to be held.
Subrules (4) and (7) do not apply to or in relation to a person who is eligible for re-election under subrule (2) or (3).
A person who is eligible for election or re-election under this rule may at the annual general meeting concerned-
1. propose or second himself or herself for election or re-election; and
2. vote for himself or herself, provided he or she has given 28 days notice in writing, and is not subject to expulsion procedures.
The Secretary shall ensure that notice of all persons seeking election to membership of the Committee is given to all members when notice is given to those members of the calling of the annual general meeting at which that election is to be held.
If the number of persons nominated for election to membership of the Committee does not exceed the number of Vacancies in that membership to be filled-
1. the Secretary shall report accordingly to; and
2. the Chairperson shall declare those persons to be duly elected as members of the Committee at the annual general meeting concerned.
When a casual vacancy within the meaning of rule 14 occurs in the membership of the Committee-
1. the Committee may, at the next available committee meeting, appoint a member to fill that vacancy; and
2. a member appointed under this subrule shall-
  1. hold office until the commencement of; and
  2. be eligible for election to membership of the Committee at the next following annual general meeting.

11. The Chairperson

Subject to this rule, the Chairperson shall preside at all general meetings and Committee meetings. In the Chairperson's absence, the Vice Chairperson shall preside at all general and committee meetings.
In the event of the absence from-
1. a general meeting of both the Chairperson and the Vice-Chairperson, a member elected by the other members present at the general meeting;
  
  or
2. a Committee meeting of-
  1. the Chairperson, the Vice-Chairperson; or
  2. both the Chairperson and the Vice-Chairperson,
a Committee member elected by the other Committee members present, shall preside at the general meeting or Committee meeting, as the case requires.

12. The Secretary

The Secretary shall-

co-ordinate the correspondence of the Association;
keep full and correct minutes of the proceedings of the Committee and of the Association;
comply on behalf of the Association with-
1. section 27 of the Act in respect of the register of members of the Association;
2. section 28 of the Act in respect of the rules of the Association; and
3. section 29 of the Act in respect of the record of the office holders, and any trustees, of the Association;
have custody of all books, documents, records and registers of the Association, including those referred to in paragraph (c), other than those required by rule 13 to be kept and maintained by, or in the custody of, the Treasurer; and
perform such other duties as are imposed by these rules on the Secretary

13. The Treasurer

The Treasurer shall-

be responsible for the receipt of all moneys paid to or received by, or by him on behalf of, the Association and shall issue receipts for those moneys in the name of the Association;
pay all moneys referred to in paragraph (a) into such account or accounts of the Association as the Committee may from time to time direct;
make payments from the funds of the Association with the authority of a general meeting or of the Committee and in so doing ensure - *(Amended 2006-2)
1. that all cheques are signed by two Committee members other than himself or herself; or *(Amended 2006-2)
2. that other forms of payment, such as "electronic" or "online" payments are enacted with the authority of a general meeting or of the Committee, while
3. all payment and transactions are duly conducted in accordance with accounting and bookkeeping standards, recorded in the books according to the same standards, and accounted for in the financial reports tabled at Committee meetings.
comply on behalf of the Association with sections 25 and 26 of the Act in respect of the accounting records of the Association;
whenever directed to do so by the Chairperson, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;
have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraphs (d) and (e); and
perform such other duties as are imposed by these rules on the Treasurer.

14. Casual vacancies in membership of Committee

A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member-

dies;
resigns by notice in writing delivered to the Chairperson or, if the Committee member is the Chairperson, to the Vice-Chairperson;
is convicted of an offence under the Act;
is permanently incapacitated by mental or physical ill-health;
is absent from more than-
1. 3 consecutive Committee meetings; or
2. 3 Committee meetings in the same financial year, of which he or she has received notice without tendering an apology to the person presiding at each of those Committee meetings; or
ceases to be a member of the Association.

15. Proceedings of Committee

The Committee shall meet together for the dispatch of business not less than two times per year and the Chairperson may at any time convene a meeting of the Committee. *(Amended 2006)
Each Committee member has a deliberative vote.
A question arising at a Committee meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the Committee meeting shall have a casting vote in addition to his or her deliberative vote.
At a Committee meeting five Committee members constitute a quorum.
Subject to these rules, the procedure and order of business to be followed at a Committee meeting shall be determined by the Committee members present at the Committee meeting.
A Committee member having any direct or indirect pecuniary interest referred to in section 21 or 22 of the Act shall comply with that section.

16. General meetings

The Committee-
1. may at any time convene a special general meeting;
2. shall convene annual general meetings within the time limits provided for the holding of annual general meetings by section 23 of the Act; and
3. shall, within 30 days of-
  1. receiving a request in writing to do so from not less than 5 members, convene a special general meeting for the purpose specified in that request; or
  2. the Secretary receiving a notice under rule 9 (4), convene a special general meeting for the purpose of dealing with the appeal to which that notice relates.
The members making a request referred to in subrule (1) (c) (i) shall-
1. state in that request the purpose for which the special general meeting concerned is required; and
2. sign that request.
If a special general meeting is not convened within the relevant period of 30 days referred to-
1. in subrule (1) (c) (i), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee; or
2. in subrule (1) (c) (ii), the member who gave the notice concerned may himself convene a special general meeting as if he or she were the Committee.
When a special general meeting is convened under subrule (3) (a) or (b)-
1. the Committee shall ensure that the members or member convening the special general meeting are supplied free of charge with particulars of all members; and
2. the Association shall pay the reasonable expenses of convening and holding the special general meeting.
Subject to subrule (8), the Secretary shall give to all members not less than 14 days notice of a general meeting and of any motions to be moved at the general meeting.
1. Notice may be sent: *(Amended 2006)
  1. by prepaid post to the address appearing in the register of members; or
  2. by facsimile transmission or electronic transmission
A notice given under subrule (5) shall specify-
1. when and where the general meeting concerned is to be held; and
2. particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.
In the case of an annual general meeting, the order in which business is to be transacted is-
1. first, the consideration of the accounts and reports of the Committee;
2. second, the election of Committee members to replace outgoing Committee members; and
3. third, any other business requiring consideration by the Association in a general meeting.
The Secretary shall give to all members not less than 21 days notice of a general meeting at which a special resolution is to be proposed and of any other motions to be moved at that general meeting.
The Secretary may give a notice under subrule (5) or (8) by-
1. serving it on a member personally; or
2. sending it by post to a member at the address of the member appearing in the register of members kept and maintained under section 27 of the Act.
3. sending it by facsimile or via electronic communication *(Amended 2006)
When a notice is sent by post under subrule (9) (b), sending of the notice shall be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail, or, if need be, confirmed as having been transmitted successfully or as having been received, if the transmission was completed electronically. *(Amended 2006)

17. Quorum in proceedings at general meetings

At a general meeting where 15% of the current membership is present in person or by proxy constitute a quorum, with the proviso that at least 5 members are present in person.*(Amended 2006)
If within 30 minutes after the time specified for the holding of a general meeting in a notice given under rule 16 (5) or (8)-
1. as a result of a request or notice referred to in rule 16 (1) (c) or as a result of action taken under rule 16 (3) a quorum is not present, the general meeting lapses; or
2. otherwise than as a result of a request, notice or action referred to in paragraph (a), the general meeting stands adjourned to the same time on the same day in the following week and to the same venue.
If within 30 minutes of the time appointed by subrule (2) (b) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.
The Chairperson may, with the consent of a general meeting at which a quorum is present, and shall, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.
There shall not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.
When a general meeting is adjourned for a period of30 days or more, the Secretary shall give notice under rule 16 of the adjourned general meeting as if that general meeting were a fresh general meeting.
At a general meeting-
1. an ordinary resolution put to the vote shall be decided by a majority of votes cast on a show of hands; and
2. a special resolution put to the vote shall be decided in accordance with section 24 of the Act.
A declaration by the Chairperson at a general meeting that a resolution has been passed as an ordinary resolution thereat shall be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with subrule (9).
At a general meeting, a poll may be demanded by the Chairperson at the general meeting or by three or more members present in person or by proxy and, if so demanded, shall be taken in such manner as the Chairperson directs.
If a poll is demanded and taken under subrule (9) in respect of an ordinary resolution, a declaration by the Chairperson of the result of the poll is evidence of the matter so declared.
A poll demanded under subrule (9) on the election of a person to preside over a general meeting or on the question of an adjournment shall be taken forthwith on that demand being made.

18. Minutes of meetings of Association

The Secretary shall cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting, as the case requires, in a minute book kept for that purpose.
The Chairperson shall ensure that the minutes taken of a general meeting or Committee meeting under subrule (1) are checked and signed as correct by the Chairperson of the general meeting or Committee meeting to which those minutes relate or of the next succeeding general meeting or Committee meeting, as the case requires
When minutes have been entered and signed as correct under this rule, they shall, until the contrary is proved, be evidence that-
1. the general meeting or Committee meeting to which they relate (in this subrule called "the meeting") was duly convened and held;
2. all proceedings recorded as having taken place at the meeting did in fact take place thereat; and
3. all appointments or elections purporting to have been made at the meeting have been validly made.

19. Voting rights of members of Association

Subject to these rules, each member present in person or by proxy at a general meeting is entitled to a deliberative vote.
A member which is a body corporate may appoint in writing a natural person, whether or not he or she holds an enlisted individual membership, to represent it at a particular general meeting or at all general meetings. During meetings this representative has all powers of a registered full member of the Association.
An appointment made under subrule (2) shall be so made by a resolution of the board or other governing body of the body corporate concerned-
1. which resolution is authenticated under the common seal of that body corporate; and
2. a copy of which resolution is lodged with the Secretary.
A person appointed under subrule (2) to represent a member which is a body corporate shall be deemed for all purposes to be a member until that appointment is revoked by the body corporate or, in the case of an appointment in respect of a particular general meeting, which appointment is not so revoked, the conclusion of that general meeting.

20. Proxies of members of Association

A member (in this rule called "the appointing member") may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any general meeting.
A member can carry out the role of Proxy for only one other member, and not for more than one member, on his or her written and verifiable request.

21. Rules of Association

The Association may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 17, 18 and 19 of the Act.
These rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.

22. Common seal of Association

The Association shall have a common seal on which its corporate name shall appear in legible characters.
The common seal of the Association shall not be used without the express authority of the Committee and every use of that common seal shall be recorded in the minute book referred to in rule 18.
The affixing of the common seal of the Association shall be witnessed by any two of the Chairperson, Vice Chairperson, the Secretary and the Treasurer-
The common seal of the Association shall be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

23. Inspection of records, etc. of Association

A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.

24. Distribution of surplus property on winding up of Association

If upon the winding up or dissolution of the association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members but shall be given or transferred -
1. to another association incorporated under the Act; or
2. for charitable purposes which incorporated association or purposes, as the case requires shall be determined by the resolution of the members when authorising and directing the Committee under section 33(3) of the Act to prepare a distribution plan of the surplus property of the association.
In the event of the winding up or dissolution of the association, the Commissioner of Taxation shall be advised of the date of dissolution within 30 days of the dissolution.

2006 Amendments (1)

The marked sentences deal with several issues relevant to the functioning of the Association. They are the Amendments of June 2006, as sent to the Department of Consumer and Employment Protection and approved by the Commissioner for Fair Trading in his confirmation letter to Project SafeCom, dated 03 July 2006. These amendments are included in the document above, and marked with an asterisk as follows: *(Amended 2006)

The first 2006 amendments relate to

issues relating to "electronic communication" to announce meetings and to conduct meetings under certain conditions;
the membership Quorum, or the minimum number of people present needed to conduct a meeting;
the number and maximum number of members of the Steering Committee (Committee of Management);

2006 Amendments (2)

The marked sentences deal with several issues relevant to the handling of payments by the Association. They are the Amendments of November 2006 - approved by members at the 2006 AGM, and sent to the Department of Consumer and Employment Protection. The changes were approved by the Commissioner for Fair Trading in his confirmation letter to Project SafeCom, dated 04 November 2006. These amendments are included in the document above, and marked with an asterisk as follows: *(Amended 2006-2)

The second 2006 amendments relate to forms of payment where classical payment by cheque is not an appropriate method. Especially for Project SafeCom, where the majority of its work is backed by electronic communication and the functionality of its website, 'electronic payments' using a direct transfer from its bank account or using online payments with a credit card are in use. Usually these forms of payment are the only option available to the treasurer or the delegated representative who makes the payments.