BLUE GUM HILLS MEN’S SHED CONSTITUTION

  2021

CONTENTS

Part 1 – Preliminary      Page 3

• Name
• Objects
• Not for Profit
• Definitions

Part 2 – Membership    Page 4

• Membership qualifications
• Classes of Membership
• Nomination for membership
• Cessation of membership
• Membership entitlements not transferable
• Resignation of membership
• Register of members
• Fees and subscriptions
• Members’ liabilities
• Resolution of internal disputes
• Disciplining of members
• Right of appeal of disciplined member

Part 3 – The Executive Committee     Page 9

• Powers of the Executive Committee
• Constitution and membership
• Election of Committee members
• Secretary
• Treasurer
• Casual vacancies
• Removal of member
• Meetings and quorum
• Appointment of Sub-Committees
• Voting and decisions

Part 4 – Reference Group      Page 13

• Powers
• Constitution and membership
• Appointment of Management Committee members
• Casual vacancies
• Removal of member
• Meetings and quorum

Part 5 – General meetings         Page 14

• Annual General Meetings – holding of
• Annual General Meetings – calling of and business at
• Special General Meetings – calling of
• Notice
• Quorum for General Meeting
• Presiding member
• Adjournment
• Making of decisions
• Special resolution
• Voting
• Appointment of proxies

Part 6 – Miscellaneous        Page 18

• Insurance
• Funds – source
• Funds – management
• Alteration of objects and rules
• Common seal
• Custody of books
• Inspection of books
• Service of notices
• Financial year
• Distribution of property on winding up of association
• Conduct of postal or electronic ballots

Part 1 – Preliminary

Name

• The Association shall be known as Blue Gum Hills Men’s Shed. (an Incorporated Association)

Objects

• The objects of the Shed are to advance the health and well-being of our members by providing a safe and happy environment where skilled and unskilled men can, in the company of other men,
  • pursue hobbies, pastimes and interests
  • learn new skills, practice and pass on old skills
  • learn about their own health and well-being
  • receive information, education and training on health and wellbeing issues such as first aid training, men’s health checks, seminars and guest speakers
  • improve the health and wellbeing of members and reduce the number of men who are at risk from preventable health issues that may emanate from isolation
  • by their efforts, contribute to their families, their friends, the Men’s Shed and their community
  • The dominant purposes are advancing mental health and preventing or relieving social isolation. These purposes are advanced or achieved by providing a physical location and supporting individuals to work on projects or undertake other activities in the company of others at that location.

Not for Profit

• The Men’s Shed is a not-for-profit Association and accordingly:
  1. The assets and income of the Men’s Shed shall be applied solely in furtherance of its above-mentioned objects and no portion shall be distributed directly or indirectly to the members of the Men’s Shed except as bona fide compensation for services rendered or expenses incurred on behalf of the organization and
  2. In the event of the organisation being dissolved, the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to another organisation with similar purposes which is not carried on for the profit or gain of its individual members.

Definitions

• In these rules:
  1. The Men’s Shed means The Blue Gum Hills Men’s Shed Inc.
  2. Commissioner means the Commissioner of the Office of Fair Trading.
  3. Ordinary Committee Member means a member of the Executive Committee who is not an office bearer of the association.
  4. Management Committee Member means a member of the Management Committee of the Men’s Shed
  5. Secretary means: (a) the person holding office under these rules as Secretary of the Men’s Shed, or (b) if no such person holds that office – the Public Officer of the Men’s Shed.
  6. Special General Meeting means a General Meeting of the Men’s Shed other than an Annual General Meeting.
  7. The Act means the Associations Incorporation Act 2009.

The Regulation means the Associations Incorporation Regulation 2016.

• In these rules:
  1. a reference to a function includes a reference to a power, authority and duty, and

a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.

• The provisions of the Interpretation Act 1987 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.

Part 2 – Membership

Membership qualifications

• Membership of the Men’s Shed is open to individuals, agencies or organisations concerned with men’s issues in our community who support the Men’s Shed objects as set out in Part 1 Section 2
• A member may be a natural person, an incorporated or unincorporated Association, or an agency or department of government.
• A member must be nominated for membership of the Men’s Shed as provided by Rule (15) and must be approved for membership of the Men’s Shed by the Executive Committee.

Classes of Membership

• Full membership – open to natural persons, Male and over the age of 18yrs who do not represent a corporate member
• Ladies auxiliary membership – open to natural persons, who do not represent a corporate member, but are involved in fund raising activities in support of the BGHMS. They cannot be involved in the normal daily activities of the men’s shed on normal active days, i.e. work in the shed (this does not include working in their own section at the BGHMS site). However, they may work in the shed on days it is not active, as long as at least two BGHMS full members are present. The ladies’ auxiliary will run as a separate identity with its own Executive Committee, which rules shall not be inconsistent with this constitution, reporting to the BGHMS Executive Committee.
• Corporate membership – open to incorporated or unincorporated organisations, or to agencies or departments of government. A corporate member must nominate a natural person to vote on their behalf at Men’s Shed meetings.  A corporate member may vary that appointment by written notice to the Secretary of the Men’s Shed
• Sponsor membership – open to individuals or organizations who desire to sponsor the Men’s Shed or its activities.
• Life Membership –
  1. The shed may grant, by Special Resolution, Life Membership to a member in recognition of long and outstanding service to the shed and the Blue Gum Hills community.
  2. A life member shall not be liable to pay annual membership fee to the BGHMS but shall be entitled to all privileges of membership including the holding of office.

Nomination for membership

• A nomination for membership of the Men’s Shed:
  1. must be made in writing on the form set out in Appendix 1 to these rules, and
  2. must be lodged with the Secretary of the Men’s Shed.
• All new applications will be approved.
• The nominee is requested to pay a membership fee to the Secretary within the period of 28 days after receipt by the nominee of the notification. The sum payable under these rules by a member as entrance fee and annual subscription.
• The Secretary must, on payment by the nominee of the amounts referred to in Rule (16b) within the period referred to in that provision, enter the nominee’s name in the register of members and, on the name being so entered, the nominee becomes a member of the Men’s Shed.

Cessation of membership

• A person ceases to be a member of the Men’s Shed if the person:
  1. dies, or
  2. resigns membership, or
  3. does not pay any monies due to the Men’s Shed for fees, subscriptions, or any other amount owing in respect of membership within 60 days of the due date for payment or
  4. fails to have any communication with BGHMS for a period of 2 months, is deemed to have forfeited their membership or
  5. is expelled from the Men’s Shed.

Membership entitlements not transferable

• A right, privilege or obligation which a person has by reason of being a member of the Men’s Shed:
  1. is not capable of being transferred or transmitted to another person or organisation, and
  2. terminates on cessation of the membership of that person or organisation.

Resignation of membership

• A member of the Men’s Shed is not entitled to resign that membership except in accordance with this rule.
• A member of the Men’s Shed who has paid all amounts payable by the member to the Men’s Shed in respect of the member’s membership may resign from membership of the Men’s Shed by first giving to the Secretary written notice of at least one week (or such other period as the Executive Committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
• If a member of the Men’s Shed ceases to be a member under Rules 20 & 23 and in every other case where a member ceases to hold membership, the Secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

Register of members

• The Secretary of the Men’s Shed must establish and maintain a register of members of the Men’s Shed specifying:
  1. the name and address of each member of the Men’s Shed,
  2. their email address,
  3. the name and address of the nominated representative of a corporate member who may vote and receive notices on behalf of that member and
  4. the date on which the person became a member.
• The register of members must be kept in New South Wales and may be kept in electronic form.
• The register of members must be kept at the principal place of administration of the Men’s Shed and must be open for inspection, free of charge, by any member of the Shed at any reasonable hour.
• A member of the Men’s Shed may obtain a copy of any part of the register on payment of a fee of $1 for each page copied or, if some other amount is determined by the Executive Committee, that other amount.
• A member must not use information about a person obtained from the register to contact or send material to the person, other than for:

(a) The purposes of sending the person a newsletter, a notice in respect of a       meeting or other event relating to the association or other material relating to the association, or

(b) Any other purpose necessary to comply with a requirement of the Act or the Regulation.

Fees and subscriptions

• A member of the Men’s Shed must, on admission to membership, pay to the Men’s Shed an entrance fee as determined by the Executive Committee for that class of membership.
• The Executive Committee shall set annual subscriptions for each class of membership which shall become due and payable on the 1st of July in each year.
• The Executive Committee may vary the amount paid by a member in recognition of the member’s special circumstances.

Members’ liabilities

• The liability of a member of the Men’s Shed to contribute towards the payment of the debts and liabilities of the Shed or the costs, charges and expenses of the winding up of the Shed is limited to the amount, if any, unpaid by the member in respect of membership of the Men’s Shed as required by Rules (29), (30) and (31).

Resolution of internal disputes

• Disputes between members (in their capacity as members) of the Men’s Shed, and disputes between members and the Men’s Shed, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centre’s Act 1983.
• At least 7 days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.
• If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.
• The Commercial Arbitration Act 1984 applies to any such dispute referred to arbitration

Disciplining of members

• A complaint may be made to the Executive Committee by any person that a member of the Men’s Shed:
  1. has persistently refused or neglected to comply with a provision or provisions of these rules, or
  2. has persistently and willfully acted in a manner prejudicial to the interests of the Men’s Shed.
• The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.
• If the committee decides to deal with the complaint, the Executive Committee:
  1. must cause notice of the complaint to be served on the member concerned; and
  2. must give the member at least 14 days from the time the notice is served within which to make submissions to the Executive Committee in connection with the complaint, and
  3. must take into consideration any submissions made by the member in connection with the complaint.
• The Executive Committee may, by resolution, expel the member from the Men’s Shed or suspend the member from membership of the Men’s Shed if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.
• If the Executive Committee expels or suspends a member, the Secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the Executive Committee for having taken that action and of the member’s right of appeal under Rules 43) to 46).
• The expulsion or suspension does not take effect:
  1. until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or
  2. if within that period the member exercises the right of appeal, unless and until the Men’s Shed confirms the resolution under Rule 44), whichever is the later.

Right of appeal of disciplined member

• A member may appeal to the Men’s Shed in General Meeting against a resolution of the Executive Committee under Rule 40), within 7 days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect.
• The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
• On receipt of a notice from a member under Rule (43) the Secretary must notify the Executive Committee which is to convene a general meeting of the Shed to be held within 28 days after the date on which the Secretary received the notice.
• At a general meeting of the Men’s Shed convened under Rule (45):
  1. no business other than the question of the appeal is to be transacted, and
  2. the Executive Committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and
  3. the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
• If at the general meeting the Shed passes a special resolution in favor of the confirmation of the resolution, the resolution is confirmed.

Part 3 – The Executive Committee

Powers of the Executive Committee

• The Executive Committee of the Men’s Shed, subject to the Act, the Regulations and these rules and to any resolution passed by the Men’s Shed in general meeting:
  1. is to control and manage the affairs of the Men’s Shed, and
  2. may exercise all such functions as may be exercised by the Men’s Shed, other than those functions that are required by these rules to be exercised by a general meeting of members of the Men’s Shed, and
  3. has power to perform all such acts and do all such things as appear to the Executive Committee to be necessary or desirable for the proper management of the affairs of the Men’s Shed.

Constitution and membership

• The Executive Committee is to consist of up to Seven members including:
  1. the President
  2. the vice-President
  3. the Treasurer,
  4. the Secretary and
  5. up to three Men’s Representative
• The office bearers of the Men’s Shed are: The President, the Vice-President, the Treasurer and the Secretary.
• A committee member may hold up to 2 offices (other than both the president and vice-president offices).
• To qualify as the Men’s Representative on the Executive Committee a person shall:
  1. be concerned with or actively involved in men’s issues
  2. have links to other men in the local area and be able to represent their needs

(a)  Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

• In the event of a casual vacancy occurring in the membership of the Executive Committee, the Executive Committee may appoint a member of the Men’s Shed to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.

Election of Executive members

• Nominations of candidates for election as members of the Executive Committee:
  1. must be made in writing, signed by 2 members of the Men’s Shed and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and
  2. must be delivered to the Secretary of the Men’s Shed prior to the commencement of the annual general meeting at which the election is to take place.
• If insufficient nominations are received to fill all vacancies on the Executive Committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
• If insufficient further nominations are received, any vacant positions remaining on the Executive Committee are taken to be casual vacancies.
• If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
• If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
• The ballot for the election of Committee members is to be conducted at the annual general meeting in such usual and proper manner as the Executive Committee may direct.

Secretary

• The Secretary of the Men’s Shed must, as soon as practicable after being appointed as Secretary, lodge notice with the Men’s Shed of his or her address and contact details.
• It is the duty of the Secretary to ensure that proper minutes are kept of:
  1. all appointments of office-bearers and members of the Executive Committee,
  2. the names of members of the Executive Committee present at an Executive Committee meeting or a general meeting, and
  3. all proceedings at Executive Committee meetings and general meetings.
• Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the Chairperson of the next succeeding meeting.

Treasurer

• It is the duty of the Treasurer of the Men’s Shed to ensure:
  1. that all money due to the Men’s Shed is collected and received and that all payments authorised by the Men’s Shed are made, and
  2. that correct books and accounts are kept showing the financial affairs of the Men’s Shed, including full details of all receipts and expenditure connected with the activities of the Men’s Shed.

Casual vacancies

• In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a full member of the men’s shed to fill the vacancy and the member so appointed to hold office, subject to this constitution, until the conclusion of the annual general meeting next following the date of the appointment.
• For the purposes of these rules, a casual vacancy in the Executive Committee occurs if the Committee member:
  1. dies, or
  2. ceases to be a member of the Men’s Shed, or
  3. becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or
  4. resigns office by notice in writing given to the Secretary, or
  5. is removed from office under rule 67), or
  6. becomes mentally incapacitated, or
  7. is absent without the consent of the Executive Committee from 3 consecutive meetings of the committee, or
  8. Is convicted of an offence involving fraud or dishonesty for which maximum penalty on conviction is imprisonment for not less than 3 months, or
  9. Is prohibited from being a director of a company under Part 2D.6 (disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth.

Removal of member

• The Men’s Shed in general meeting may by resolution remove any Committee member from the Executive Committee before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
• If the Committee member to whom a proposed resolution referred to in Rule (67) relates makes representations in writing to the Secretary or President (not exceeding a reasonable length) and requests that the representation be notified to the members of the Men’s Shed, the Secretary or the President may send a copy of the representations to each member of the Men’s Shed or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

Meetings and quorum

• The Executive Committee must meet at least 10 times in each period of 12 months at such place and time as the Executive Committee may determine.
• Additional meetings of the Executive Committee may be convened by the President or by any other Committee member.
• An agenda for a meeting of the Executive Committee must be given by the Secretary to each member of the Executive Committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the Executive Committee) before the time appointed for the holding of the meeting.
• Any 3 members of the Executive Committee constitute a quorum for the transaction of the business of a meeting of the Executive Committee.
• No business is to be transacted by the Executive Committee 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 is to stand adjourned to the same place and at the same hour of the same day in the following week.
• If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
• At a meeting of the Executive Committee:
  1. the President or, in the President’s absence, the vice-President is to preside, or
  2. if the President and the vice-President are absent or unwilling to act, such one of the remaining Committee members as may be chosen by the members present at the meeting is to preside.

Appointment of Sub-Committees

• The Executive Committee may, by resolution, appoint one or more sub-committees (consisting of at least one Committee member together with such member or members of the Men’s Shed as the Executive Committee thinks fit) to advise the Executive Committee on various matters including:
  1. Operations
  2. Membership
  3. Finance
• The Executive Committee may, by resolution, revoke wholly or in part any appointment under Rule (76).
• A sub-committee may meet and adjourn, as it thinks proper, and may invite experts to attend its meetings to advise on matters relevant to the work of the sub-committee.

Voting and decisions

• Questions arising at a meeting of the Executive Committee or of any sub-committee appointed by the Executive Committee are to be determined by a majority of the votes of members of the Executive Committee or sub-committee present at the meeting.
• A Committee member who has a conflict of interest in any matter before the Executive Committee must disclose that interest and must abstain from any discussion or vote on that matter.
• Each member present at a meeting of the Executive Committee or of any sub-committee appointed by the Executive Committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
• Subject to Rule (72), the Executive Committee may act despite any vacancy on the Executive Committee.
• Any act or thing done or suffered, or purporting to have been done or suffered, by the Executive Committee or by a subcommittee appointed by the Executive Committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the Executive Committee or sub-committee.

Part 4 – The Reference Group

Powers

• The Executive Committee may appoint a Reference Group to advise and assist the Executive Committee to manage the affairs of the Shed.

Constitution and membership

• Members of the Reference Group may be community leaders drawn from sources which include:
  1. The local Council
  2. Local State and Federal Members of Parliament
  3. The Magistracy
  4. Health professionals
  5. Retired Servicemen’s Organisations
  6. Local groups dealing with men’s issues
  7. Business
  8. Community organisations and
  9. Community Service clubs

• A term of office of a member of the Reference Group is from the date of appointment to the close of the second Annual General Meeting following that appointment, or such other term as the Executive Committee may determine.

Appointment of Reference Group members

• The Executive Committee shall appoint members to the Reference Group. The Executive Committee may call for nominations from the members of the Men’s Shed.

 Casual vacancies

• For the purposes of these rules, a casual vacancy in the office of a member of the Reference Group occurs if the member:
  1. dies, or
  2. ceases to be a member of the Men’s Shed, or
  3. becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or
  4. resigns office by notice in writing given to the Secretary, or
  5. is removed from office under Rule (84), or
  6. becomes incapacitated, or
  7. is absent without the consent of the Reference Group from all meetings of the Reference Group held during a period of 12 months.

Removal of member

• The Executive Committee may by resolution remove any member of the Reference Group from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

Meetings and quorum

• The Reference Group must meet at least 2 times in each period of 12 months at such place and time as the Reference Group may determine.
• Additional meetings of the Reference Group may be convened by the President or by the Executive Committee.
• Oral or written notice of a meeting of the Executive Committee must be given by the Secretary to each member of the Reference Group at least 14 days before the time appointed for the holding of the meeting.
• One third of the appointed members of the Reference Group constitute a quorum for the transaction of the business of a meeting of the Reference Group.
• If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
• At a meeting of the Reference Group:
  1. the President or, in the President’s absence, the vice-President is to preside, or
  2. if the President and the vice-President are absent or unwilling to act, such one of the remaining members of the Reference Group as may be chosen by the members present at the meeting is to preside.

Part 5 – General meetings

Annual General Meetings – holding of

• With the exception of the first Annual General Meeting of the Men’s Shed, the Men’s Shed must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the Men’s Shed, convene an Annual General Meeting of its members.
• The Men’s Shed must hold its first Annual General Meeting:
  1. within the period of 18 months after its incorporation under the Act, and
  2. within the period of 6 months after the expiration of the first financial year of the Shed.
• Rules (96 and 97) have effect subject to any extension or permission granted by the Commissioner under section 26(3) of the Act.

Annual General Meetings – calling of and business at

• The Annual General Meeting of the Men’s Shed is, subject to the Act and to Rules (96) to (98), to be convened on such date and at such place and time as the Executive Committee thinks fit. Only full members are entitled to be present or to vote on any question at any General Meeting. In addition to any other business which may be transacted at an annual general meeting, the business of an Annual General Meeting is to include the following:
  1. to confirm the minutes of the last preceding Annual General Meeting and of any Special General Meeting held since that meeting,
  2. to receive from the Executive Committee reports on the activities of the Men’s Shed during the last preceding financial year,
  3. to elect members of the Executive Committee,
  4. to receive and consider any financial statement or report required to be submitted to members under the Act.
• An Annual General Meeting must be specified as such in the notice convening it.

Special General Meetings – calling of

• The Executive Committee may, whenever it thinks fit, convene a Special General Meeting of the Shed. Only full members are entitled to be present or to vote on any question at any General Meeting. The Executive Committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a Special General Meeting of the Shed.
• A requisition of members for a Special General Meeting:
  1. must state the purpose or purposes of the meeting, and
  2. must be signed by the members making the requisition, and
  3. must be lodged with the Secretary, and
  4. may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
• If the Executive Committee fails to convene a Special General Meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a Special General Meeting to be held not later than 3 months after that date.
• A Special General Meeting convened by a member or members as referred to in Rule (103) must be convened as nearly as is practicable in the same manner as general meetings are convened by the Executive Committee and any member who consequently incurs reasonable expenses is entitled to be reimbursed by the Men’s Shed for any expense so incurred.

Notice

• Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Men’s Shed, the Secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
• If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Men’s Shed, the Secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under Rule (105), the intention to propose the resolution as a special resolution.
• A member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
• Notice may be sent by email to the email address of the member which is recorded in the register of members.

Quorum for General Meetings

• No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
• Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
• If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:
  1. if convened on the requisition of members, is to be dissolved, and
  2. in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
  3. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) is to constitute a quorum.

Presiding member

• The President or, in the President’s absence, the Vice-President, is to preside as Chairperson at each general meeting of the Men’s Shed.
• If the President and the vice-President are absent or unwilling to act, the members present must elect one of their number to preside as Chairperson at the meeting.

Adjournment

• The Chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
• If a general meeting is adjourned for 14 days or more, the Secretary must give notice of the adjourned meeting to each member of the Men’s Shed stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
• Except as provided in Rule (114 & 115), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

Making of decisions

• A question arising at a general meeting of the Men’s Shed is to be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Shed, is evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against that resolution.
• At a general meeting of the Men’s Shed, a poll may be demanded by the Chairperson or by at least 3 members present in person or by proxy at the meeting.
• If a poll is demanded at a general meeting, the poll must be taken;
  1. immediately in the case of a poll which relates to the election of the Chairperson of the meeting or to the question of an adjournment, or
  2. in any other case, in such manner and at such time before the close of the meeting as the Chairperson directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

Special Resolution

• A resolution of the Men’s Shed is a Special Resolution:
  1. if it is passed by a majority which comprises at least three-quarters of such members of the Men’s Shed as, being entitled under these rules so to do, vote in person, by corporate representative or by proxy at a general meeting of which at least 21 days’ written notice specifying the intention to propose the resolution as a Special Resolution was given in accordance with these rules, or
  2. where it is made to appear to the Commissioner that it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in a manner specified by section 39 of the Act.

Voting

• On any question arising at a general meeting of the Men’s Shed a full member has one vote only.
• All votes must be given personally, by corporate representative or by proxy but no member may hold more than 5 proxies.
• In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
• A member, a corporate representative or a proxy is not entitled to vote at any general meeting of the Men’s Shed unless all money due and payable by the member or proxy to the Shed has been paid, other than the amount of the annual subscription payable in respect of the then current year.

Appointment of proxies

• Each member is to be entitled to appoint another member as 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.
• The notice appointing the proxy is to be in the form set out in Appendix 2 to these rules.

Postal or electronic ballots

• The association may hold a postal or electronic ballot (as the committee determines) to determine any issue or proposal (other than an appeal under clause 12).
• A postal or electronic ballot is to be conducted in accordance with

Schedule 3 to the Regulation.

Use of technology at general meetings

• A general meeting may be held at 2 or more venues using any technology approved by the committee that gives each of the association’s members a reasonable opportunity to participate.
• A member of an association who participates in a general meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

Part 6 – Miscellaneous

Insurance

• The Men’s Shed may effect and maintain such insurances as are determined by the Executive Committee

Funds – source

• The funds of the Men’s Shed are to be derived from entrance fees and annual subscriptions of members, donations, grants, sponsorships and, subject to any resolution passed by the Men’s Shed in general meeting, such other sources as the Executive Committee determines.
• All money received by the Men’s Shed must be deposited as soon as practicable and without deduction to the credit of the Men’s Shed bank account.
• The Men’s Shed must, as soon as practicable after receiving any money, issue an appropriate receipt if a receipt is requested.

Funds – management

• Subject to any resolution passed by the Shed in general meeting, the funds of the Men’s Shed are to be used in pursuance of the objects of the Men’s Shed in such manner as the Executive Committee determines.
• All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the Executive Committee or employees of the Men’s Shed, being members or employees authorised to do so by the Executive Committee.

Alteration of objects and rules

• These rules may be altered, rescinded or added to only by a special resolution of the Men’s Shed. The Men’s Shed shall advise the Director General, in writing, of any amendments, additions or deletions to the governing rules within 30 days of those changes being made by the public officer or a committee member.
• The committee members must notify the Australian Taxation Office in writing of any alterations made to the Constitution, especially alterations that will affect its entitlement for endorsement.

Common Seal

• The common seal of the Men’s Shed must be kept in the custody of the public officer.
• The Common Seal must not be affixed to any instrument except by the authority of the Executive Committee and the affixing of the Common Seal must be attested by the signatures either of 2 members of the Executive Committee or of 1 member of the Executive Committee and of the Public Officer or Secretary.

Custody of books

• Except as otherwise provided by these rules, the Public Officer must keep in their custody or under their control all records, books and other documents relating to the Men’s Shed.

Inspection of books

• The records, books, Constitution and other documents of the Men’s Shed must be open to inspection, free of charge, by a member of the Men’s Shed at any reasonable hour.
• A member of the Men’s Shed may obtain a copy of any of the documents referred to in Rule (141) on payment of a fee of not more than $1 for each page copied.

Service of notices

• For the purpose of these rules, a notice may be served on or given to a person:
  1. by delivering it to the person personally, or
  2. by sending it by pre-paid post to the address of the person, or
  3. by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.
• for the purpose of these rules, a notice is taken, unless the contrary is proved, to have been given or served:
  1. in the case of a notice given or served personally, on the date on which it is received by the addressee, and
  2. in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and
  3. in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent, or if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

Financial year

• The financial year of the association is:

(a)  the period of time commencing on the date of incorporation of the association and ending on the following 30 June, and

(b)  each period of 12 months after the expiration of the previous financial year of the association, commencing on 1 July and ending on the following 30 June.

Distribution of property on winding up of association

• Subject to the Act and the Regulations, in a winding up of the association, any surplus property of the association is to be transferred to another organisation with similar objects and which is not carried on for the profit or gain of its individual members.
• In this clause, a reference to the surplus property of an association is a reference to that property of the association remaining after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of the winding up of the association.
• Notwithstanding (147) above – If the Association is wound up or its endorsement as a deductible gift recipient is revoked (whichever occurs first), any surplus of the following assets shall be transferred
  to another organization with similar objects, which is charitable at law, to which income tax deductible gifts can be made:
  Gifts of money or property for the principal purpose of the organization
  · Contributions made in relation to an eligible fundraising event held for the principal purpose of the organization, and
  · Money received by the organization because of such gifts and contributions

Conduct of postal or electronic ballots

• A postal or electronic ballot for the passing by the men’s shed of an ordinary resolution or a special resolution under section 38 or 39, respectively, of the Act is to be conducted in accordance with Schedule 3.