These rules were adopted by the Humanist Society of South Australia Inc. on 23 February, 2017. All members of HSSA are bound by them upon becoming members.
NameThe name of the incorporated association shall be the Humanist Society of South Australia Inc. (in these Rules called “the Association”).
DefinitionsTerms used herein shall be taken as having the same meanings as they have when used in the Associations Incorporation Act 1985 unless the contrary intention appears and in these Rules:
- means the committee of management of the Association
- general meeting
- means a general meeting of members of the Association convened in accordance with these rules
- is a philosophical and ethical stance that emphasizes the value and agency of human beings, individually and collectively, and affirms their ability to improve their lives using reason, ingenuity, science, ethics, and social and economic justice in decision-making.
- means a member of the Association
- includes the use of electronic media
- the Act
- means the Associations Incorporation Act 1985
- special resolution
- means a special resolution as defined in the Act
- To promote Humanism
- To act as advocates for the rights of all people, as declared in the United Nations Universal Declaration of Human Rights and International Covenant on Civil and Political Rights
- To encourage a rational and evidence based scientific approach to solving local and global issues
- To provide assistance and care to those in poverty or otherwise in need in accordance with Humanistic values
- To establish community projects in support of Humanistic values
- To promote an optimistic outlook of the future for people
- To affiliate and/or co-operate with other organisations having similar purposes
- To cultivate, maintain and defend freedom of expression and freedom of the individual, compatible with the rights of others
- Any objects consistent with the above objects as the committee may determine from time to time.
PowersThe association shall have all the powers conferred by Section 25 of the Act.
MembershipMembership is open to any person who supports the objects of the Association and agrees to be bound by its rules, and who applies for membership of the Association.
- Family membership provides two ordinary member votes for the family. All other member types receive one vote.
- The subscription fees for membership shall be such sum (if any) as the members shall determine from time to time in general meeting.
- The subscription fees shall be payable annually at a time that the committee determines.
- Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Association, provided always that the committee may reinstate such a person’s membership on such terms as it thinks fit.
- A member may resign from membership of the Association by giving written notice to the secretary or public officer of the Association. Any resigning member shall be liable for any outstanding subscriptions which may be recovered as a debt due to the Association.
Expulsion of a member
- 5.4.1 Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Association.
- 5.4.2 Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.
- 5.4.3 The determination of the committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 3.5.4 below), cease to be a member 14 days after the committee has communicated its determination to the member.
- 5.4.4 It shall be open to a member to appeal the expulsion to the Association at a general meeting. The intention to appeal shall be communicated to the secretary or public officer of the Association within 14 days after the determination of the committee has been communicated to the member.
- 5.4.5 In the event of an appeal under 3.5.4 above, the appellant’s membership of the Association shall not be terminated unless the determination of the committee to expel the member is upheld by the members of the Association in general meeting after the appellant has been heard by the members of the Association, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.
Register of members
A register of members must be kept and contain:
- The name and address of each member
- The date on which each member was admitted to the Association, and
- If applicable, the date of and reason(s) for termination of membership.
Powers and duties
- The affairs of the Association shall be managed and controlled by a committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the Association, and are not by the Act or by these rules required to be done by the Association in general meeting.
- The committee has the management and control of the funds and other property of the Association.
- The committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the Association on which these rules are silent.
- The committee shall appoint a public officer as required by the Act.
- The committee shall be comprised of a President, Secretary, and a Treasurer, all of whom shall be members of the Association and such a number of other Committee members as the members of the Association at any general meeting may from time to time elect or appoint.
- A committee member shall be a natural person.
- At the AGM all committee positions will be declared vacant.
- A retiring committee member shall be eligible to stand for re-election without nomination. No other person shall be eligible to stand for election unless a member of the Association has nominated that person.
- The committee may appoint a person to fill a casual vacancy, and such a committee member shall hold office until the next annual general meeting of the Association and shall be eligible for election to the committee without nomination.
Proceedings of committee
- The committee shall meet together for the dispatch of business at least every three months.
- Questions arising at any meeting of the committee shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.
- A quorum for a meeting of the committee shall be one third of the members of the committee.
- A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract with the Association must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the Association.
Disqualification of committee membersThe office of a committee member shall become vacant if a committee member is:
- Disqualified from being a committee member by the Act
- Expelled as a member under these rules
- Permanently incapacitated by ill health
- Absent without apology from more than four meetings in a financial year
- No longer the duly appointed representative of a corporate member.
- The Association shall have a common seal upon which its corporate name shall appear in legible characters.
- The seal shall not be used without the express authorisation of the committee, and every use of the seal shall be recorded in the minute book of the Association. The affixing of the seal shall be witnessed by the President and the Secretary.
Annual general meetings
- The committee shall call an annual general meeting in accordance with the Act and these rules.
- The order of the business at the meeting shall be:
- The confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting
- The consideration of the accounts and reports of the committee and the auditor’s report (if an auditor’s report is required)
- The election of committee members
- Any other business requiring consideration by the Association in general meeting.
Special general meeting
- The committee may call a special general meeting of the Association at any time.
- Upon a requisition in writing of not less than 5%, (in some cases a lesser or greater percent may be appropriate or it may be on requisition of a specific number of members) of the total number of members of the Association, the committee shall, within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.
- Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.
- If a special general meeting is not convened within one month, as required by 8.2.2 above, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee, and for this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.
Notice of general meetings
- Subject to 8.3.2, at least seven days’ notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
- Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
- A notice may be given by the Association to any member by serving the member with the notice personally, by electronic means or by sending it by post to the address appearing in the register of members.
Proceedings at general meetings
- Five members present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting.
- If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition if members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.
- Subject to 8.4.4, the chairperson shall preside as chairperson at a general meeting of the Association.
- If the chairperson is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a committee member or one of their own number to be the chairperson of that meeting.
Voting at general meetings
- Subject to these rules, every member of the Association has only one vote at a meeting of the Association.
- Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy, at that meeting.
- A member being a body corporate shall be entitled to appoint one person, who shall not be a member of the Association, to represent it at a particular general meeting or at all general meetings of the Association. That person shall be appointed by the corporate member by a resolution of its board, which may be authenticated under its seal. Such a person shall be deemed to be a member of the Association for all purposes until the authority to represent the corporate member is revoked.
Special and ordinary resolutions
- A special resolution is as defined in the Act.
- An ordinary resolution is a resolution passed by a simple majority at a general meeting.
ProxiesA member shall be entitled to appoint in writing a natural person who is also a member of the Association to be their proxy, and attend and vote at any general meeting of the Association.
- Proper minutes of all proceedings of general meetings of the Association and of meetings of the committee, shall be entered within one month after the relevant meeting.
- The minutes kept pursuant to this rule must be confirmed by the members of the Association or the members of the committee (as relevant) at a subsequent meeting.
Dispute resolutionThe dispute resolution procedure set out in this rule applies to disputes under these Rules between:
- A member and another member
- A member and the Association.
- 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 of the parties.
- If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties.
- In this rule ‘member’ includes any person who was a member not more than six months before the dispute occurred.
By-LawsThe Management Committee may from time to time make, amend or repeal by-laws, not inconsistent with these Rules, for the internal management of the Association and any by-laws may be set aside by a general meeting of members.
Branches of the Association
- The Committee may from time to time authorise the formation of branches of the Association. Such branches shall be classified as suburban branches if the normal place of meeting is within 50 kilometres of the General Post Office, Adelaide; and as country branches if the normal place of meeting is further than 50 kilometres of the General Post Office, Adelaide.
- No person shall be eligible to be a member of a branch of the Association unless that person is a member of the Association.
13.1 Financial yearThe financial year of the Association shall be commencing on 1 July and ending on 30 June of each year.
Accounts to be keptThe Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association in accordance with the Act.
Accounts and reports to be laid before membersThe accounts, the committee’s report, shall be laid before members at the annual general meeting.
Prohibition against securing profits for membersThe income and capital of the Association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Association.
Winding upThe Association may be wound up in the manner provided for in the Act.
Application of surplus assets
- If after the winding up of the Association there remains ‘surplus assets’ as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members. The Association may determine to distribute surplus assets to nominated charities.
- Such organisation or organisations shall be identified and determined by a resolution of members in general meeting.
- 17.1 These rules may be altered (including an alteration to the Association’s name) by an ordinary resolution of the members of the Association. This includes rescission or replacement by substitute rules.
- 17.2 The alteration shall be registered with Consumer and Business Services, Corporate Affairs Commission, as required by the Act.
- 17.3 The registered rules shall bind the Association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.
- 17.4 Subject to any provision in the rules or a resolution to the contrary, an alteration to the rules comes into force at the time that the alteration is passed. This does not apply to an alteration to the name of the Association which does not come into force until registered by Consumer and Business Services, Corporate Services Commission.