Rules of Incorporation (including amendments) – Australian Privacy Foundation

Australian Privacy Foundation Inc.

This document contains the organisation’s Rules of Incorporation
including the original Rules of 2002 and all subsequent amendments

Here is a ‘clean copy’ of the current Rules

[The foundation was formed as an unincorporated association in July 1987.
It operated continuously in that form until it was incorporated on 25 October 2002
under the Associations Incorporation Act (NSW). Its ABN is 38 904 502 598]

[The original Rules of 25 February 2002 were amended on 28 November 2006, by deleting Rule 11.9]

[The version of 28 November 2006 was amended on 11 November 2008, to expand the Board and add a second Vice-Chair]

[The version of 11 November 2008 was amended on 11 November 2014, to expand the Board and add a third Vice-Chair]

Rule1 – NAME OF ASSOCIATION

The name of the Incorporated Association is Australian Privacy Foundation Incorporated, referred to in these rules as ‘the Association’.

Rule2 – DEFINITIONS

In these rules, unless the contrary intention appears –

‘Board’ means the Board of Management of the Association;

‘meeting’ means any meeting of members of the Association convened in accordance with these rules, including a meeting by electronic means;

‘member’ means an ordinary member or associate member;

‘ordinary member’ means a member of the Association under rule 6(2), whose membership has not terminated under Rule 8 or Rule 9;

‘associate member’ means a member of the Association under rule 6(3), whose membership has not terminated under Rule 8 or Rule 9;

‘signature’ or ‘signed’ refers to a handwritten signature, an electronic signature (as agreed by the Board), a digital signature (as agreed by the Board), or a typewritten signature submitted from the member’s electronic mail address as recorded in the Register of Members and verified by subsequent electronic mail;

‘Special General Meeting’ means any general meeting of the Association, other than the Annual General Meeting;

the ‘Act’ means the N.S.W. Associations Incorporation Act 1984.

Rule3 – OBJECTIVES AND PURPOSES

To protect the privacy rights of Australians, by means of research, awareness, education, the highlighting of privacy risks in all forms of technology and practices, and campaigns for new laws, regulations, codes, policies and practices, and amendments to existing laws, regulations, codes, policies and practices.
To focus public attention on emerging issues and technologies that pose a threat to the freedom and privacy of Australians.
To collaborate with consumer organisations, civil liberties councils, professional associations and other community groups on specific privacy issues.
To participate in and contribute to other national and to international privacy protection organisations and initiatives.
To provide information to corporations, associations and government agencies, and to cooperate with them wherever practicable, but to remain independent of them, and to be critical of them where necessary.
To pursue such additional objects and purposes as may facilitate the achievement of the preceding objects and purposes.

Rule4 – NON-PROFIT STATUS

The assets and income of the association 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 association except as bona fide compensation for services rendered or expenses incurred on behalf of the association.

Rule5 – POWERS

For the purpose of carrying out its objects, the Association may, subject to the Act and these rules:

acquire, hold, deal with, and dispose of, any real or personal property; and
administer any property on trust; and
open and operate bank accounts; and
invest the Association’s moneys in any security in which trust moneys may, by Act of Parliament, be invested; and
borrow money upon such terms and conditions as the Association thinks fit; and
give such security for the discharge of liabilities incurred by the Association as the Association thinks fit; and
appoint agents to transact any business of the Association on its behalf; and
enter into any other contract it considers necessary or desirable; and
perform such additional actions as may facilitate the achievement of the Objects and Purposes, and the exercise of the preceding Powers.

Rule6 – MEMBERSHIP

There shall be two (2) classes of membership of the Association.
Ordinary Member. Any natural person who supports the Objects and Purposes of the Association may apply for membership of the Association. The application for membership shall be made in writing, signed by the applicant, and shall be in such form as the Board shall prescribe from time to time. Upon the acceptance of the application by the Board and upon payment of the first annual subscription or life membership fee the applicant shall be an ordinary member of the Association.
Associate Member. Any unincorporated or not for profit organisation, body corporate or business partnership, which supports the Objects and Purposes of the Association may apply for associate membership of the Association. The application for membership shall be made in writing, signed by a registered officer of the organisation, body corporate or business, and shall be in such form as the Board shall prescribe from time to time. Upon the acceptance of the application by the Board and upon payment of the subscription fee or life membership fee the applicant shall be an associate member of the Association.
The liability of a member of the Association to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association.

Rule7 – SUBSCRIPTIONS

Subscription fees for each class of membership shall be determined by the Board.
Subscription fees shall be due on 1 July or on a date to be determined by the Board in the first year after incorporation.
The Board may determine grounds for waiving, or payment at a reduced rate, of any annual subscription.

Rule8 – CESSATION OF MEMBERSHIP

A member of the Association may resign from it by giving written notice to the Secretary.
A member of the Association shall cease to be a member:
1. if the member dies; or
2. if the member is a body corporate, upon being wound up in accordance with the legislation under which it was incorporated; or
3. if the member is an unincorporated association or business partnership, upon the dissolution of that association or partnership; or
4. if the member is expelled under these rules.
Any member whose subscription is outstanding on 30 June two years after the subscription is due shall cease to be a member.

Rule9 – EXPULSION OF A MEMBER

Subject to giving a member an opportunity to be heard or to make a written submission, the Board may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Association.
Particulars of the charge shall be communicated to the member at least one calendar month before the meeting of the Board at which the matter will be determined.
The determination of the Board shall be communicated to the member, and in the event of an adverse determination the member shall subject to Sub-rule 4 cease to be a member 14 days after the Board has communicated its determination to him / her.
It shall be open to a member to appeal to a general meeting of the Association against the expulsion. The intention to appeal shall be communicated to the Secretary of the Association within 14 days after the determination of the Board has been communicated to the member.
In the event of an appeal under Sub-rule 4 the appellant’s membership of the Association shall not be terminated unless the determination of the Board to expel the member is upheld by a majority of the members of the Association present at a general meeting after the appellant has been heard, and in such event membership will be terminated at the date of the Special General Meeting at which the determination of the Board is upheld.

Rule10 – THE BOARD

The affairs of the Association shall be managed by a Board established under these rules.
The Board may, subject to these rules and the Act –
1. exercise either directly or by delegation all powers and functions of the Association (as outlined by Rule 5), except those reserved to be exercised by a general meeting; and
2. perform all such lawful acts as it considers necessary or desirable to achieve the purposes of the Association.
[NOW: ] The Officers of the Association comprise a Chair, three Vice-Chairs, a Treasurer and a Secretary.
[AMENDED on 11 November 2008 and 11 November 2014] The Officers of the Association shall becomprise a Chair, a Vice-Chair twothree (3) Vice-Chairs, a Treasurer and a Secretary.
[NOW:] The Board comprises up to eighteen (18) ordinary members.
[AMENDED on 11 November 2008 and 11 November 2014] The Board shallcomprises of up to ten (10)fifteen (15) eighteen (18) ordinary members, four (4)five (5) of whom shall be appointed Officers under Sub-Rule 6.
Board members elected by an Annual General Meeting shall take office at the conclusion of the Annual General Meeting.
Officers of the Association shall be appointed by resolution of the Board following an[AMENDED 11 November 2014] each Annual General Meeting.
The Board may appoint an ordinary member to fill a casual vacancy and such a person shall hold office until the next Annual General Meeting.

Rule11 – ELECTIONS

At each Annual General Meeting, sufficient Board members shall retire to ensure that five (5) Board positions are available for election.
Board members shall retire in rotation, with those Directors retiring first whose most recent date of election or re-election is oldest, but with the proviso that, in the event that only some Directors who were elected on the same date need to retire in order to make five positions available, then those who are to retire are to be determined by the drawing of lots by the [AMENDED on 11 November 2014]Chair of the BoardSecretary, in the physical presence of some other person.
A retiring Board member shall be eligible to stand for re-election.
Notice shall be given to all members of the Association calling for nominations for the election of such Board member positions as are falling vacant. This notice shall be given to all members at least thirty days prior to the AGM. Nominations for all positions shall close twenty-one (21) days prior to the Annual General Meeting.
Nominations shall require the assent of the person nominated, and the signatures of two ordinary members, of whom one shall be an officer of the Association. A nomination shall not be valid unless the person nominated is an ordinary member at the date of the meeting at which the election is held.
Notice of all persons seeking election to the Board shall be given to all members of the Association with the notice calling the meeting at which the election is to take place.
In the event of more nominations being received than available positions, a secret ballot, as determined by the Board, shall be held, with the results being announced at the Annual General Meeting.
If only the required numbers of persons are nominated to fill existing vacancies, the Secretary shall report accordingly to the Annual General Meeting, and the chair of the meeting shall declare such persons duly elected as Board members.
[DELETED on 28 November 2006] In the event that there remain positions for election for which there is no nomination at the time of closing of nominations, the chair of the meeting can call for nominations for those positions from the floor at the AGM.

Rule12 – DISQUALIFICATION OF BOARD MEMBERS

A position on the Board shall become vacant if a Board member:

resigns membership of the Association;
resigns membership of the Board;
is disqualified by the Act;
is expelled under these rules;
is incapacitated by ill health and unable to participate in board meetings;
is absent without apology from more than three consecutive Board meetings, or more than three Board meetings between each Annual General Meeting.

Rule13 – PROCEEDINGS OF THE BOARD

The Board shall meet at intervals of no longer than 6 months, at such times and places and in such manner as it determines.
A member of the Board having a pecuniary interest in a contract with the Association must disclose that interest to the Board as required by the Act, and shall not vote with respect to that contract.
A member of the Board having any other material interest in a matter before the Board, which might be seen to represent a conflict of interest, must disclose that interest to the Board.
[NOW: ] The quorum at Board meetings shall be four (4) Board members of whom at least two (2) shall be Officers of the Association.
[AMENDED on 11 November 2008] The quorum at Board meetings shall be three (3)four (4) Board members of whichwhom at least onetwo [AMENDED on 11 November 2014] (2) shall be an OfficerOfficers of the Association.
Motions shall be carried by a simple majority of votes cast by Board members present at the meeting in person or by proxy.

Rule14 – FINANCES

The financial year for the Association shall be from 1 July to 30 June.
The Board shall be responsible for keeping a correct and up-to-date accounting record with full details of all receipts and expenditure connected with the work of the Association.
The Treasurer shall present to each meeting of the Board a true and correct financial statement.
This financial statement, or summary of the financial statement, shall form a part of the minutes of the meeting at which it is presented.
The accounts of the Association shall be published from time to time, as the Board determines.

Rule15 – FUNDS

The funds of the Association shall be derived from annual subscriptions, donations and other sources as the Board determines.
All payment instruments must be signed by a Board member or employee that the Board has authorised to do so.

Rule16 – RULES

These rules may be altered or replaced by means of a Special Resolution at a General Meeting.
The registered rules shall bind the Association and every member to the same extent as if they had respectively signed and sealed them, and agreed to be bound by all the provisions thereof.

Rule17 – THE SEAL

[AMENDED 11 November 2014] The Association shall not have a common seal. 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 Board, 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 two Board members.
The seal shall be kept in the custody of the Secretary or such other person as the Board may from time to time decide.

Rule18 – ANNUAL GENERAL MEETINGS

The Board shall in each calendar year, and within six (6) months after the end of the financial year, convene an Annual General Meeting of the Association’s members.
The ordinary business of the Annual General Meeting shall include –
1. to confirm the minutes of the previous Annual General Meeting and of any Special General Meetings held since that meeting;
2. to receive and consider reports from the Board for the financial year just ended;
3. to receive the Chair’s report[APPENDED on 11 November 2014], if any;
4. to receive the annual financial statements;
5. if the financial statements are audited, to receive the auditor’s report;
6. to elect Board Members;
7. if the financial statements for the current financial year are to be audited, to appoint the auditor for the current financial year;
8. to consider any business of which notice has been given.
The Annual General Meeting may transact special business of which notice is given in accordance with the rules.
The Annual General Meeting shall be in addition to any other Special General Meetings held during the year.

Rule19 – NOTICE OF MEETINGS

The Board may call a Special General Meeting of the Association at any time.
Notice in writing of all Annual General Meetings or Special General Meetings shall be forwarded to all members of the Association at least fourteen (14) days prior to the meeting. 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.
The Secretary must notify all Board members at least seven (7) days prior to a Board meeting.
Where [AMENDED 11 November 2014] the Chairany Officer considers the matter(s) to be discussed as urgent, effective notice of meeting may be given to all Board Members by any form of communication at least twenty-four (24) hours prior to the meeting.
A notice may be given by the Association to any member by sending it by email to the address appearing in the register of members. At the Association’s choice, it may be served to the member personally, or by post.
Where a notice is sent by email, service of the notice shall be deemed to be effected if it is properly addressed.
Where a notice is sent by post, service of the notice shall be deemed to be effected if it is properly addressed and posted to the member by ordinary prepaid mail.
Upon a requisition in writing or email of not less than one-quarter of the total number of ordinary members of the Association, the Board 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 ordinary members making the same and shall state the purpose of the meeting.
If a Special General Meeting is not convened within one month as required by Sub-rule 8 the requisitionists may convene a Special General Meeting. Such a meeting shall be convened in the same manner as a meeting convened by the Board, and for this purpose the Board shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting.

Rule20 – MEETING PROCEDURE

Meeting procedure shall be determined by the chair of the meeting (providing that a meeting may by motion carried by a majority of ordinary members present dissent from any ruling of the chair).
[AMENDED on 11 November 2008 and 11 November 2014] Where the Chair orand the Vice-Chair isVice-Chairs are absent fromno Chair or Vice-Chair is present at a meeting, the ordinary members present shall appoint one of their number to preside at that meeting.
Quorums at an Annual General Meeting or Special General Meeting, five (5) ordinary members, of whom not less than three (3) shall be current Board Members.
If there is no quorum present after thirty (30) minutes from the notified commencement time of the meeting, the chair of the meeting shall have the power to reconvene the meeting on the same day, time and place in the following week. In the event of a meeting convened upon the requisition of members, the meeting shall be deemed to have lapsed.
The chair of the meeting may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting.

Rule21 – MINUTES

Minutes recording the resolutions and proceedings of each meeting transacting Association business shall be prepared within thirty (30) days after the relevant meeting and kept by the Secretary in a central location. Minutes must record the names of persons present at each meeting.
A resolution accepting the minutes as being true and correct, at a subsequent Board or Annual General meeting, shall until the contrary is proved be evidence that the meeting was convened and duly held. Following acceptance of this resolution, the chair of the meeting shall sign the true and correct copy of the minutes and store them as set out in Sub-rule 1.

Rule22 – VOTING AT GENERAL MEETINGS

Subject to these rules each ordinary member present at a General Meeting in person or by proxy shall be entitled to one vote, provided that, at the preceding 30 June that member did not have any subscription fees outstanding.
Motions at a General Meeting shall be carried by a simple majority of votes cast by ordinary members present at the meeting in person or by proxy, except for Special Resolutions which shall require a three quarters majority of ordinary members and a simple majority of all current Board members.

Rule23 – PROXIES

An ordinary member shall be entitled to appoint in writing the chair of the meeting, or a natural person who is also a member of the Association, to be his / her proxy, and to attend and vote at any meeting of the Association.
A member, other than the chair of the meeting, shall not be entitled to exercise more than five (5) proxy votes upon any motion.

Rule24 – WINDING UP

The Association may be wound up in the manner provided for in the Act.

Rule25 – 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 amongst those charities, non-profit organisations or associations as the members may determine in general meeting.

Rule26 – REGISTER OF MEMBERS

The Secretary shall keep and maintain a register of members in which shall be entered the preferred name, postal address, electronic mail address (if provided) and the date of entry to the Association for each member and the date of the last payment of subscription fees.

Rule27 – PUBLIC OFFICER

The Association shall appoint one of its ordinary members as a Public Officer as required by the Act.
The Public Officer must be a resident of NSW

Rule28 – MEETING ATTENDANCE

For the purposes of Board, Special General and Annual General meetings, members shall be deemed to be present at a meeting if they are so personally, by proxy or by using such form of electronic communications as the Board determines.

Rule29 – MISCELLANEOUS

Insurance. The Association may effect and maintain insurance.
Custody of Books. Except as otherwise provided by these rules, the Public Officer must keep in his or her custody or under his or her control all records, books and other documents relating to the Association.
Inspection of Books. The records, books, Register of Members and other documents of the Association must be open to inspection, free of charge, by a member of the Association at any reasonable hour.