ALBANY PHOTOGRAPHIC SOCIETY INC RULES

  1. Name of Association
    The name of the Association is Albany Photographic Society Incorporated.
  2. Definitions
    In these rules, unless the contrary intention appears —Act means the Associations Incorporation Act 2015;books, of the Association, includes the following —
    • a register;
    • financial records, financial statements or financial reports, however compiled,
      recorded or stored;
    • a document;
    • any other record of information;
      by-laws means by-laws made by the Association under rule (34);president means the Committee member holding office as the president of the
      Association;
      Commissioner means the person for the time being designated as the Commissioner under section 153 of the Act;
      committee means the management committee of the Association;committee meeting means a meeting of the committee;committee member means a member of the committee;financial records includes —
    • invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and
    • documents of prime entry; and
    • working papers and other documents needed to explain —
    • the methods by which financial statements are prepared; and
    • adjustments to be made in preparing financial statements;
      financial statements means the financial statements in relation to the Association required under Part 5 Division 3 of the Act;
      financial year means the period from 1 January to 31 December;general meeting, of the Association, means a meeting of the Association that all
      members are entitled to receive notice of and to attend;member means a person who is a member of the Association;
      register of members means the register of members referred to in section 53 of the Act;
      rules means these rules of the Association, as in force for the time being;secretary means the committee member holding office as the secretary of the
      Association;
      special general meeting means a general meeting of the Association other than the annual general meeting; 

       special resolution means a resolution passed by the members at a general meeting in accordance with section 51 of the Act;

       subcommittee means a subcommittee appointed by the committee under rule (24);treasurer means the committee member holding office as the treasurer of the Association.
  1. Financial Year
    The Financial Year of the Association is the period from 1 January to 31 December.

  2.  Objectives
    The objects of the Association are:
    4.1.  To promote and conduct competitions of a photographic nature within the Association and in conjunction with other associations.
    4.2.  To appoint delegates to other photographic bodies as required.
    4.3.  To compile rules governing both Association and interclub competitions.
    4.4.  To inform members of meetings and any other photographic events of
    interest.
    4.5.  To have fun and friendship through photography.
  1. Not-for-profit body
    1. 5.1.  The property and income of the Association must be applied solely towards the promotion of the objects or purposes of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to any member, except in good faith in the promotion of those objectives.
    2. 5.2.  A payment may be made to a member out of the funds of the Association only if it is
      1. (a)  the payment in good faith to the member as reasonable remuneration for any services provided to the Association, or for goods supplied to the Association, in the ordinary course of business; or
      2. (b)  the reimbursement of reasonable expenses properly incurred by the member on behalf of the Association.
  2. Powers
    1. 6.1.  To purchase, lease, exchange, hire or otherwise acquire any real or personal property and any rights and privileges necessary or convenient for the purpose of the Association.
    2. 6.2.  To sell, improve, manage, let, dispose of or otherwise deal with all or any part of the property of the Association.
    3. 6.3.  To borrow, or raise, or secure the payment of money in such a manner as the Association sees fit, this having been passed at a Special General Meeting or an Annual General Meeting by a vote of not less than 75% of the Association members present and eligible to vote.
  3. Membership
    1. 7.1.  Any individual person interested in photography may become a member.
    2. 7.2.  There shall be one class of membership – single member.
    3. 7.3.  An applicant for membership of the Association becomes a member when
      the applicant pays any membership fees payable to the Association under rule (10).
  1. Ceasing to be a member
    1. 8.1.  A person’s membership ends, if the person:
      1. (a)  dies;
      2. (b)  ceases to be a Member under rule (10.3); or
      3. (c)  resigns as a Member under rule (9).
    2. 8.2.  The secretary must keep a record, for at least one year after a person ceases to be a member, of —
      1. (a)  the date on which the person ceased to be a member; and
      2. (b)  the reason why the person ceased to be a member.

  2.  Resigning as a Member
    1. 9.1.  A member who has paid all amounts payable by the member to the Association in respect of their membership, may resign from membership by giving written notice of their resignation to the Secretary.
    2. 9.2.  The member resigns at the time the Secretary receives the notice; or if a later time is stated in the notice, at that later time.

  3.  Membership fees
    1. 10.1.  The members may from time to time at a general meeting determine the amount of the annual membership fee to be paid by each member.
    2. 10.2.  A member must pay the annual membership fee to the treasurer, or
      another person authorised by the committee to accept payments, by the
      date (the due date) determined by the Committee.
    3. 10.3.  If a member has not paid the annual membership fee within the period of
      one month after the due date, the member ceases to be a member on the expiry of that period, unless the Committee decides otherwise.

  4.  Register of Members
    1. 11.1.  The secretary, or another person authorised by the committee, is responsible for the requirements imposed on the Association under section 53 of the Act to maintain the register of members and record in that register any change in the membership of the Association.
    2. 11.2.  The register of members must be kept at the secretary’s place of residence,or at another place determined by the committee.
    3. 11.3.  A member who wishes to inspect the register of members must contact the secretary to make the necessary arrangements.
    4. 11.4.  If—
      1. (a)  a member inspecting the register of members wishes to make a copy of, or take an extract from, the register under section 54(2) of the Act; or
      2. (b)  a member makes a written request under section 56(1) of the Act to be provided with a copy of the register of members,
      the committee may require the member to provide a statutory declaration setting out the purpose for which the copy or extract is required and declaring that the purpose is connected with the affairs of the Association.

  5.  Committee
    12.1. The committee members are the persons who, as the management committee of the Association, have the power to manage the affairs of the Association.
    12.2.  Subject to the Act, these rules, the by-laws (if any) and any resolution passed at a general meeting, the committee has power to do all things necessary or convenient to be done for the proper management of the affairs of the Association.
    12.3.  The Committee must take all reasonable steps to ensure that the Association complies with the Act, these rules and the by-laws.
  1. Committee members
    1. 13.1.  The committee members consist of –
      1. (a)  a President;
      2. (b)  a Vice-President;
      3. (c)  a Secretary;
      4. (d)  a Treasurer; and
      5. (e)  not less than two and not more than six other persons, all of whom
        must be members of the Association.
    2. 13.2.  A person may be committee member if the person is a member and has reached 18 years of age.
    3. 13.3.  A person must not hold 2 or more of the offices mentioned in subrule (13.1) at the same time.

  2.  President and Vice President
    1. 14.1.  The President, or in his absence the Vice President, shall chair all committee meetings and general meetings of the Association and ensure that business is conducted in a proper manner.
    2. 14.2.  In the event of both the President and Vice President being absent the members attending such meeting shall elect a Chairperson from their members.
    3. 14.3.  In the event of an equality of vote, the Chairperson, whether the President, Vice President or temporary appointee, shall have a casting vote in addition to his own.

  3.  Secretary
    The Secretary has the following duties —
    1. 15.1.  dealing with the correspondence of the Association;
    2. 15.2.  preparing the notices required for meetings and for the business to be
      conducted at meetings;
    3. 15.3.  maintaining full and correct minutes of the proceedings of the Committee
      and of the Association;
    4. 15.4.  maintaining on behalf of the Association -
      (a) (b) (c)
      the register of members, and recording in the register any changes in the membership, as required under section 53(1) of the Act;
      an up-to-date copy of these rules, as required under section 35(1) of the Act;
      a record of committee members and other persons authorised to act on behalf of the Association, as required under section 58(2) of the Act;
      15.5.  ensuring the safe custody of the books of the Association, other than the financial records, financial statements and financial reports, as applicable to the Association; and
      15.6.  carrying out any other duty given to the secretary under these rules or by the committee.
  1. Treasurer
    The treasurer has the following duties —
    1. 16.1.  ensuring that any amounts payable to the Association are collected and issuing receipts for those amounts in the Association’s name;
    2. 16.2.  ensuring that any amounts paid to the Association are credited to the appropriate account of the Association, as directed by the committee;
    3. 16.3.  ensuring that any payments to be made by the Association that have been authorised by the committee or at a general meeting are made on time;
    4. 16.4.  ensuring that the Association complies with the relevant requirements of Part 5 of the Act;
    5. 16.5.  ensuring the safe custody of the Association’s financial records, financialstatements and financial reports, as applicable to the Association;
    6. 16.6.  coordinating the preparation of the Association’s financial statementsbefore their submission to the Association’s annual general meeting; and
    7. 16.7.  carrying out any other duty given to the treasurer under these rules or by the committee.

  2.  Election of committee members and tenure of office
    1. 17.1.  A person is not eligible for election to membership of the Committee unless a member has nominated him or her for election by delivering notice in writing of that nomination to the Secretary prior to the start of the Annual General Meeting concerned, signed by-
      1. (a)  the nominator; and
      2. (b)  the nominee to signify his or her willingness to stand for election,
      OR the member is nominated under rule (18.2) or (19.1(b)).
    2. 17.2.  All members of the committee shall be elected at the Annual General Meeting in each year. The retiring members of the committee shall be eligible for re-election except that no member shall hold office as President for more than three consecutive years.

  3.  Election of office holders
    1. 18.1.  At the annual general meeting, a separate election must be held for each position of office holder of the Association.
    2. 18.2.  If there is no nomination for a position, the chairperson of the meeting may call for nominations from the ordinary members at the meeting.
    3. 18.3.  If only one member has nominated for a position, the chairperson of the meeting must declare the Member elected to the position.
    4. 18.4.  If more than one member has nominated for a position the ordinary members at the meeting must vote by ballot to decide who is to be elected to the position.
    5. 18.5.  Each ordinary member present at the meeting may vote for one member who has nominated for the position.
    6. 18.6.  A member who has nominated for the position may vote for himself or herself.
    7. 18.7.  On the member’s election, the new president of the Association may take over as the chairperson of the meeting.

  4.  Election of ordinary committee members
    19.1. If the number of members nominating for the position of ordinary committee member is not greater than the number to be elected, the chairperson of the meeting —
    (a)  must declare each of those members to be elected to the position; and
    (b)  may call for further nominations from the ordinary members at the meeting to fill any positions remaining unfilled after the elections under paragraph (a).
    19.2.  If—
    (a)  the number of members nominating for the position of ordinary committee member is greater than the number to be elected; or

    (b)  the number of members nominating under subrule (19.1(b)) is greater than the number of positions remaining unfilled,

    the ordinary members at the meeting must vote by ballot to decide the members who are to be elected to the position of ordinary committee member.

    19.3.  A member who has nominated for the position of ordinary committee member may vote in accordance with that nomination.
  1. When membership of committee ceases
    A person ceases to be a committee member if the person —
    1. 20.1.  ceases to be a member of the Association under rule (8); or
    2. 20.2.  resigns from the Committee by written notice given to the Secretary or, if
      the resigning member is the Secretary, given to the President; or
    3. 20.3.  becomes ineligible to accept an appointment or act as a committee
      member under section 39 of the Act; or
    4. 20.4.  becomes permanently unable to act as a committee member because of a
      mental or physical disability; or
    5. 20.5.  fails to attend
      1. (a)  3 consecutive Committee meetings: or
      2. (b)  3 Committee meetings in the same financial year
      of which the person has been given notice, without having notified the Committee that the person will be unable to attend, and the Committee has resolved to terminate his or her appointment as a Committee member; or
    6. 20.6.  is the subject of a resolution passed by a general meeting of members terminating his or her appointment as a Committee member.
  2. Filling Casual Vacancies in Membership of Committee
    1. 21.1.  The committee may appoint a member who is eligible under rule (13.2) to fill a position on the committee that —
      1. (a)  has become vacant under rule (20); or
      2. (b)  was not filled by election at the most recent annual general
        meeting.
    2. 21.2.  If the position of secretary becomes vacant, the committee must appoint a member who is eligible under rule (13.2) to fill the position within 14 days after the vacancy arises.
    3. 21.3.  Subject to the requirement for a quorum under rule (23.4), the committee may continue to act despite any vacancy in its membership.
    4. 21.4.  If there are fewer committee members than required for a quorum under rule (23.4), the committee may act only for the purpose of —
      1. (a)  appointing committee members under this rule; or
      2. (b)  convening a general meeting.
  1. Validity of Acts
    The acts of a committee or subcommittee, or of a committee member or member of a subcommittee, are valid despite any defect that may afterwards be discovered in the election, appointment or qualification of a committee member or member of a subcommittee.

  2.  Proceedings of Committee
    1. 23.1.  The Committee must meet together for the dispatch of business not less than six times in each year and the President, or at least half the members of the Committee, may at any time convene a meeting of the Committee.
    2. 23.2.  Each Committee member has a deliberative vote.
    3. 23.3.  A question arising at a Committee meeting must be decided by a majority
      of votes, but, if there is no majority, the person presiding at the Committee
      meeting will have a casting vote in addition to his or her deliberative vote.
    4. 23.4.  At a Committee meeting five Committee members constitute a quorum.
    5. 23.5.  Subject to these rules, the procedure and order of business to be followed
      at a Committee meeting must be determined by the Committee members
      present at the Committee meeting.
    6. 23.6.  As required under sections 42 and 43 of the Act, a Committee member
      having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Committee, must -
      1. (a)  as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; and
      2. (b)  not take part in any deliberations or decision of the Committee with respect to that contract.
    7. 23.7.  The Secretary must cause every disclosure made under subrule (23.6) by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.
    8. 23.8.  A member or other person who is not a committee member may attend a committee meeting if invited to do so by the committee.
    9. 23.9.  A person invited under subrule (23.8) to attend a committee meeting —
      1. (a)  has no right to any agenda, minutes or other document circulated at the meeting;
      2. (b)  must not comment about any matter discussed at the meeting unless invited by the committee to do so; and
      3. (c)  cannot vote on any matter that is to be decided at the meeting.

  3.  Subcommittees
    1. 24.1.  To help the committee in the conduct of the Association’s business, thecommittee may appoint one or more subcommittees.
    2. 24.2.  A subcommittee may consist of the number of members that the committee considers appropriate.
    3. 24.3.  Subject to any directions given by the committee, a subcommittee may meet and conduct business as it considers appropriate.

  4.  General Meetings
    25.1. 25.2.
    Any nine members personally present (being members entitled to vote under these rules at a general meeting) will constitute a quorum for the conduct of business at a general meeting.
    In the event of there being no quorum present for any Special General Meeting or Annual General Meeting of the Association fifteen minutes after the time appointed for that meeting, the meeting shall automatically be reconvened to the same day, time and place in the next fortnight. Provided that notice of reconvened meeting is given, the reconvened meeting shall be a valid meeting whether a quorum is present or not.
    25.3. Only full financial members are entitled to vote.
  1. Annual General Meetings
    1. 26.1.  The Annual General Meeting of the Association shall be held during the month of March, or within 4 months of the end of the financial year, on a day and hour to be determined by the Committee for the purpose of transacting the business of the Association.
    2. 26.2.  The ordinary business of the annual general meeting is as follows —
      1. (a)  to confirm the minutes of the previous annual general meeting and of any special general meeting held since then if the minutes of that meeting have not yet been confirmed;
      2. (b)  to receive and consider —
        1. (i)  the committee’s annual report on the Association’s
          activities during the preceding financial year; and
        2. (ii)  the financial statements of the Association for the
          preceding financial year;
        3. (iii)  to elect the office holders of the Association and other
          committee members; and
        4. (iv)  to confirm or vary the subscriptions and other amounts (if
          any) to be paid by members.
    3. 26.3.  Any other business of which notice has been given in accordance with these rules may be conducted at the annual general meeting.

  2.  Special General Meetings
    1. 27.1.  The Committee may convene a special general meeting.
    2. 27.2.  The committee must convene a special general meeting if at least 20% of
      the members require a special general meeting to be convened
    3. 27.3.  A special general meeting must be held within thirty days of the Secretary
      receiving such a request.

  3.  Notice of General Meetings
    1. 28.1.  The secretary must give to each member -
      1. (a)  at least 21 days' notice of an annual general meeting;
      2. (b)  at least 21 days' notice of a general meeting if a special resolution
        is to be proposed at the meeting; or
      3. (c)  at least 14 days' notice of a general meeting in any other case.
    2. 28.2.  The notice must -
      1. (a)  specify the date, time and place of the meeting; and
      2. (b)  indicate the general nature of each item of business to be
        considered at the meeting; and
      3. (c)  if a special resolution is proposed -
        1. (i)  set out the wording of the proposed resolution as required by section 51(4) of the Act; and
        2. (ii)  state that the resolution is intended to be proposed as a special resolution.
    3. 28.3.  All notices of motion for the Annual General Meetings shall be lodged by the proposer, signed by the seconder, with the Secretary one month prior to the Annual General Meeting.
  1. Giving notices to members
    1. 29.1.  In this rule -recorded means recorded in the register of members.
    2. 29.2.  A notice or other document that is to be given to a member under these rules is taken not to have been given to the member unless it is in writing and -
      1. (a)  delivered by hand to the recorded address of the member; or
      2. (b)  sent by prepaid post to the recorded postal address of the
        member; or
      3. (c)  sent by email to the recorded email address of the member.

  2.  Minutes of Meetings
    1. 30.1.  The Secretary must cause proper minutes of all proceedings of all Annual General Meetings, Special General Meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each meeting, as the case requires, in a minute book kept for that purpose.
    2. 30.2.  The President must ensure that the minutes taken of a Special General Meeting, Annual General Meeting or Committee meeting under subrule (30.1) are checked and signed as correct by the Chairperson of the meeting to which those minutes relate or by the Chairperson of the next succeeding meeting, as the case requires.
    3. 30.3.  When minutes have been entered and signed as correct under this rule, they are, until the contrary is proved, evidence that-
      1. (a)  the meeting to which they relate (in this subrule called "the meeting") was duly convened and held;
      2. (b)  all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and
      3. (c)  all appointments or elections purporting to have been made at the meeting have been validly made.

  3.  Disputes and Mediation
    1. 31.1.  The grievance procedure set out in this rule applies to disputes under or relating to these rules:
      1. (a)  between members; or
      2. (b)  a member and the Association
    2. 31.2.  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. 31.3.  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. 31.4.  The mediator must be:
      1. (a)  a person chosen by agreement between the parties or
      2. (b)  in the absence of agreement:
        1. (i)  in the case of a dispute between members, a person appointed by the Committee
        2. (ii)  in the case of a dispute between a member and the Association, a person who is a mediator appointed to, or employed with, a not for profit organisation.

           31.5.  A member of the Association can be a mediator.
          31.6.  The mediator cannot be a member who is a party to the dispute.
          31.7.  The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
          31.8.  The mediator, in conducting the mediation, must:
          (a)  give the parties to the mediation process every opportunity to be heard;
          (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;
          31.9.  The mediator must not determine the dispute.
          31.10.  The mediation must be confidential and without prejudice.
          31.11.  If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
  1. Common Seal
    1. 32.1.  The Association must have a common seal on which its corporate name appears in legible characters.
    2. 32.2.  The common seal of the Association must not be used without the express authority of the Committee and every use of that common seal must be recorded in the minute book referred to in rule (30).
    3. 32.3.  The affixing of the common seal of the Association must be witnessed by any two of the President, the Secretary and the Treasurer.
    4. 32.4.  The common seal of the Association must be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

  2.  Dissolution of the Association
    1. 33.1.  The Association may be wound up by special resolution.
    2. 33.2.  If upon the winding up of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another association incorporated under the Act which has similar objects, and which is not carried out for the purposes of profit or gain to its individual members, and
      which association shall be determined by resolution of the members.

  3.  By-Laws
    The Committee shall have the power to make, alter and rescind any by-laws that it considers necessary for the effective administration of the Association, provided that no by-law may be inconsistent with the rules of Association.

  4.  Alteration of Rules
    If the Association wants to alter or rescind any of these rules, or to make additional rules, the Association may do so only by special resolution and by otherwise complying with Part 3 Division 2 of the Act.

  5.  Inspection of Records
    36.1. Subrule (36.2) applies to a member who wants to inspect —
    (a) the register of members under section 54(1) of the Act; or
    (b)  the record of the names and addresses of committee members, and other persons authorised to act on behalf of the Association, under section 58(3) of the Act; or
    (c)  any other record or document of the association.
    36.2.  The member must contact the secretary to make the necessary arrangements for the inspection.
    36.3.  The inspection must be free of charge.
    36.4.  If the member wants to inspect a document that records the minutes of a committee meeting, the right to inspect that document is subject to any decision the committee has made about minutes of committee meetings generally, or the minutes of a specific committee meeting, being available for inspection by members.
    36.5.  The member may make a copy of or take an extract from a record or document referred to in subrule (36.1) but does not have a right to remove the record or document for that purpose.
    36.6.  The member must not use or disclose information in a record or document referred to in subrule (36.1) except for a purpose —


    (a)  that is directly connected with the affairs of the Association; or

    (b)  that is related to complying with a requirement of the Act.
37. Financial Matters
      1. 37.1.  The funds of the Association may be derived from entrance fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the committee.
      2. 37.2.  The Association must open an account in the name of the Association with a financial institution from which all expenditure of the Association is made and into which all funds received by the Association are deposited.
      3. 37.3.  Subject to any restrictions imposed at a general meeting, the committee may approve expenditure on behalf of the Association.
      4. 37.4.  The committee may authorise the treasurer to expend funds on behalf of the Association up to a specified limit without requiring approval from the committee for each item on which the funds are expended.
      5. 37.5.  All cheques of the Association must be signed by —
        1. (a)  the Treasurer and at least one other authorised Committee member; or
        2. (b)  in the absence of the treasurer – two authorised Committee members.
      6. 37.6.  All funds of the Association must be deposited into the Association’saccount within 10 working days after their receipt.
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