Constitutional Amendments – for consideration by the 2011 Annual General Meeting

Background

Advice from Consumer Affairs Victoria (21 September 2010) indicated that the ASFB constitution does not fully comply with the requirements of the Associations Incorporation Act in relation the rules relating to disciplining and expulsion of members (Rule 11) and grievance procedures (not presently covered in the constitution). In order to make the constitution compliant with the Act the following changes, based on the Model Rules for an Incorporated Association are proposed.

 
RESIGNATION AND EXPULSION OF MEMBER
Current rule

11. The membership of a member considered by the Council to be acting in a manner detrimental to the management or objectives of the Society may be terminated by resolution of the Council.

Proposed change

11. (1) If, in the opinion of the Council, a member is acting in a manner detrimental to the management or objectives of the Society, the Council may by resolution-

(a)    suspend that member from membership of the Society for a specified period; or

(b)   expel that member from the Society

(2) A resolution of the Council under sub-clause (1) does not take effect unless-

(a) at a meeting held in accordance with sub-clause (3), the Council confirms the resolution; and

(b) if the member exercises a right of appeal to the Society under this rule, the Society confirms the resolution in accordance with this rule.

(3) A meeting of the Council to confirm or revoke a resolution passed under sub-clause (1) must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with sub-clause (4)

(4) For the purposes of giving notice in accordance with sub-clause (3), the Secretary must, as soon as practicable, cause to be given to the member a written notice-

(a) setting out the resolution of the Council and the grounds on which it is based; and

(b) stating that the member, or his or her representative, may address Council at the meeting to be held not earlier than 14 days and not later than 28 days after the notice has been given to that member; and

(c) stating the date, place and time of that meeting; and

(d) informing the member that he or she may do one or both of the following-

(i)   attend that meeting;

(ii) give to the Council before the date of that meeting a written statement seeking revocation of the resolution; and

(e) informing the member that, if at that meeting, the Council confirms the resolution, he or she may, not later than 48 hours after the meeting, give the Secretary a notice to the effect that he or she wishes to appeal the Society in general meeting against the resolution.

(5) At a meeting of the Council to confirm or revoke a resolution passed under sub-clause (1), the Council must-

(a) give the member, or his or her representative, an opportunity to be heard; and

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

(c) determine by resolution whether to confirm or to revoke the resolution.

(6) If at the meeting of the Council, the Council confirms the resolution, the member may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Society in general meeting against the resolution.

(7) If the Secretary receives a notice under sub-clause (6), he or she must notify the Council and the Council must reconvene a general meeting of the Society to be held within 21 days after the date on which the Secretary received the notice.

(8) At a general meeting of the Society convened under sub-clause (7)–

(a) no business other than the question of the appeal may be conducted; and

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

(c) the member, or his or her representative, must be given an opportunity to be heard; and

(d) the members present must votes by secret ballot on the question whether the resolution should be confirmed or revoked.

(9) A resolution is confirmed if, at the general meeting, not less than two-thirds of the members vote in person, or by proxy, in favour of the resolution. In any other case the resolution is revoked.

 
 
NEW RULE
 
DISPUTES AND MEDIATION

XX. (1)The grievance procedure set out in the rule applies to disputes under these Rules between-

(a) a member and another member; or

(b) a member and the Society.

(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 of 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 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 Council of the Society; or

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

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

(6) 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

(c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

(7) The mediator must not determine the dispute.

(8) If the mediation process does not result in the dispute being resolved, the parties may seen to resolve the dispute in accordance with the Act of otherwise at law.