These Rules are in accordance with

ASSOCIATION INCORPORATION ACT 1981 and

ELECTORAL ACT 1992

but are not limited to these Acts.

1 NAME

The name of the incorporated association is:

Queensland Russian Community Centre Incorporated (In these rules called “The Association” or “The Centre”

2 INTERPRETATION

2.1 TERMINOLOGY

In these rules, unless the contrary intention appears:

“AGM” means Annual General Meeting

“Committee / Management Committee” means the Committee of Management of the Centre;

“Financial Year” means the year ending on 30 June;

“General Meeting” means a general meeting of committee members convened in accordance with Clause 7.7

“Member” means a member of “The Association” or “The Centre”;

“Queensland Russian Community Centre Inc.” of more than 31 members. It will be referred to henceforth as “The Centre” or “Association”

“The Act” means the Association Incorporation Act 1981;

“The Regulations” means regulations under the Act;

“Chief Executive” means Chief Executive of Department of Fair Trading appointed by Premier.

Chief Executive is a head of State Government Department. Chief executive’s responsibilities under Public Service Act are defined in Section 51 (1) to (4) inclusive

2.2 SECRETARY

In these rules, a reference to the Secretary of an Association is a reference

· Where a person holds office under these Rules as secretary of the Centre to that person: and

· In any other case, to the public officer of the Centre.

2.3 INTERPRETATION ACT 1958

Words or expressions contained in these rules shall be interpreted in accordance with the provisions to the Interpretation Act 1958 and the Act as in force form time to time.

3 AIMS OF “THE CENTRE”

The aims for which the Centre is established are;

· To promote and encourage the development of community life of Australians and Australians citizens of Russian origin.

· To promote the development of good neighbourly relations between members of the Centre and the people of Australia.

· To promote and encourage the education of members (new arrivals) of the Centre in history, culture and conditions of Australia.

· To provide means to give the members some knowledge of Russian history, culture and religion.

· To preserve and keep Russian customs and traditions, appropriate to Australian Laws and constitution.

· To strengthen social interaction among members.

· To support cultural and sporting activities among members

· The income and property of the Centre however derived shall be used and applied solely in promotion of its objects and in the exercise of its powers.

4 POWERS OF THE MANAGEMENT COMMITTEE

The committee has, in the exercise of its affairs, all the powers of an individual.

The committee may, for example.

· enter into contracts; and

· acquire, hold, deal with and dispose of property; and

· make changes for services and facilities it supplies; and

· carry out other activities necessary or convenient to be done in carrying out its affairs.

The centre may also issue secured and unsecured notes, debentures and debenture stock for the association.

5 MEMBERSHIP

5.1 INCORPORATION MEMBERSHIP RULES

Every person who at the date of incorporation of the association was a member of the unincorporated association and who on or before the day of incorporation agrees in writing to become a member of the incorporated association shall be admitted by the management committee to the same class of membership of the association as that member held in the unincorporated association. Every member of the association who previously agreed to become a member of the association by paying the prescribed subscription due on the day of incorporation, as a member of the unincorporated association, shall not be liable to pay any further sum by way of annual subscription to the association for the period prior to the day of the incorporation.

5.2 NUMBER OF MEMBERS

The number of ordinary members shall be unlimited.

5.3 APPLICATION FOR MEMBERSHIP

The application for membership shall be made in writing, signed by the applicant and the applicant’s proposer and seconder (the proposer and the seconder must be members of the Centre) and shall be in such form as the management committee from time to time prescribes.

5.4 ADMISSION AND REJECTION OF MEMBERS

At the next general meeting of the management committee after the receipt of any application and the applicable fee for any class of membership, such application shall be considered by the management committee, who shall thereupon determine upon the admission or rejection of the applicant. The applicants will be notified in writing by the secretary as to the management decision and if rejected fees will be fully refunded.

5.5 CLASSES OF MEMBERSHIPS

The membership of the Centre shall consist of Ordinary Members, and any of the following classes of members:

(a) Life Members

For valuable service rendered to the Centre by members, elected and endorsed by majority vote, at the Annual General meeting.

(b) Honorary Members

For valuable service and support rendered to the Centre by non members (elected as above).

5.6 MEMBERSHIP FEES

The membership fees for each class of membership shall be such sum as the members shall determine at Annual General Meeting.

The membership fees for each class of membership is payable in advance before 1^st day of July in each year.

The annual subscription fee for all classes of membership (1July 2005 – 30 June 2006) is:-

Couple $30

Single $20

Pensioner / Concession $10

5.7 TERMINATION OF MEMBERSHIP

5.7.1 RESIGNATION

A member may resign from the association at any time by giving notice in writing to the secretary. Such resignation shall take effect at the time such notice is received by the secretary unless later date is specified in the notice when it shall take effect on that later date.

5.7.2 TERMINATION BY COMMITTEE

If a member:-

· Is convicted of an indictable offence; or

· Fails to comply with any of the provisions of these rules; or

· Has membership fees in arrears for a period of 2 months or more; or

· Conducts himself or herself in a manner considered to be injurious or prejudicial to the character or interests of the association.

The management committee shall consider whether the member’s membership shall be terminated.

The member concerned shall be given a full and fair opportunity of presenting the member’s case and if the management committee resolves to terminate the membership it shall instruct the secretary to advise the member in writing accordingly.

5.7.3 APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP

A person whose application for membership has been rejected or whose membership has been terminated may within one month of receiving written notification thereof, lodge with the secretary written notice of the person’s intention to appeal against the decision of the management committee.

Upon receipt of a notification of intention to appeal against rejection or termination of membership the secretary shall convene, within three months of the date of receipt by the secretary of such notice, a general meeting to determine the appeal.

At any such meeting the applicant shall be given the opportunity to fully present the applicant’s case and the management committee or those members thereof who rejected the application for membership or terminated the membership subsequently shall likewise have the opportunity of presenting its or their case.

The appeal shall be determined by the vote of the members present at such meeting

Where a person, whose application is rejected, does not appeal against the decision of the management committee within the time prescribed by these rules or so appeals but the appeal is unsuccessful, the secretary shall forthwith refund the amount of any fee paid.

5.8 REGISTER OF MEMBERS

The management committee shall cause a register to be kept in which shall be entered the names and residential addresses of all person admitted to membership of the association and the dates of their admission.

Particulars shall also be entered into the register of deaths, resignations, terminations and reinstatements of membership and any further particulars as the management committee or the members at any general meeting may require from time to time.

The register shall be open for inspection at all reasonable times by any member who previously applies to the secretary for such inspection.

6 SECRETARY

The secretary must be an individual residing in the State who is:-

· a member of the Centre elected by the Members as secretary at AGM, or

· a member of the Centre’s Management Committee appointed by the Management Committee as secretary; or

· appointed by the Management Committee as secretary (whether or not the individual is a member of the Centre).

6.1 APPOINTMENT OF SECRETARY

The Management Committee may appoint and remove the secretary at any time.

6.2 FILLING VACANCY

If a vacancy happens in the office of secretary, the Management Committee must appoint or elect a secretary within fourteen days after the vacancy happens.

7 MANAGEMENT COMMITTEE

7.1 COMPOSITION OF MANAGEMENT COMMITTEE

The Centre Management Committee shall consist of the following Officers:-

· a president,

· vice-president,

· treasurer, all of whom shall be members of the Centre, and

· such number of other members of Management Committee as the Management Committee of the Centre shall determine prior to Annual General Meeting and reveal this number at AGM.

The total number of members of the Management Committee must always be an odd number.

At the Annual General Meeting of the Centre, all the members of the Management Committee shall retire from office, but shall be eligible upon nomination for re-election.

7.2 ELECTION OF MANAGEMENT COMMITTEE

The election of Management Committee officers and other members of the management committee shall take place in the following manner.

(a) Management Committee Nomination form will be dispatched to all financial members with the notice of Annual General Meeting;

(b) Any two members of the Centre shall be at liberty to nominate any other member of the Centre to serve as an officer or a member of the management committee:

(c) All nominations must be via Management Committee Nomination form, signed by the member and member’s proposer and seconder, and lodged with the secretary at least seven days before the annual general meeting at which the election (if required)is to take place;

(d) A list of the candidates’ names in alphabetical order, with the proposers’ and seconders’ names, shall be posted in a conspicuous place in the office or usual place of meeting of the association for at least seven days immediately preceding the annual general meeting;

(e) Balloting lists shall be prepared (if necessary) containing the names of the candidates in accordance with the current State Electoral Act, which defines the following procedure to determine the order of candidates’ names.

In the presence of 2 witnesses we must:-

1) write the name of each candidate on a separate piece of paper; and

2) ensure that each piece of paper is the same kind, shape, size and colour; and

3) place each separate piece of paper in a separate envelope and, if it is necessary to fold the piece of paper to make it fit in the envelope, fold each piece of paper in the same way in order to make each the same size and thickness; and

4) ensure that each envelope is opaque and of the same kind, shape, size and colour; and

5) after each piece of paper has been placed in an envelope, seal the envelope; and

6) place all envelopes into a container and shaffle them; and

7) as each envelope is drawn out, open it and note the name of the candidate on the piece of paper in the envelope

The order in which the names are noted is the order in which the names are to appear on the ballot paper.

The Management Committee must allow any candidate, or representative of the candidate, to be present at the ballot.

(f) Each member present at the Annual General Meeting shall be entitled to vote for the number of vacancies (as prescribed in Clause 7.1 above);

(g) If balloting needs to be conducted the Chairman will nominate a returning officer and at least 2 scrutineers to conduct the ballot, A candidate for the election will not be eligible for appointment either as returning officer or a scrutineer.

(h) In case of equal votes for any 2 or more candidates, the ballot for the candidates will be recast.

(i) The Chairman of AGM on receipt of the results of the election will immediately announce the names of the successful candidates.

(j) Should at the commencement of such meeting, there be an insufficient number of candidates nominated in (Clause 7.1 above), nominations may be taken from the floor of the meeting.

(k) To be eligible for nomination to the Management Committee a person has to be a continuous member of the Centre for at least six (6) months prior to the notice of AGM.

7.3 RESIGNATION FROM MANAGEMENT COMMITTEE

Any member of the management committee may resign from membership of the management committee at any time by giving notice in writing to the secretary. The resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date.

7.4 REMOVAL FROM OFFICE

A member of Management Committee may be removed from the office at a Special General Meeting of the Centre where that member shall be given the opportunity to fully present their case.

The question of removal shall be determined by the vote of the members present at such a general meeting.

There is no right of appeal against a member’s removal from office

7.5 VACANCIES ON MANAGEMENT COMMITTEE

The Management Committee shall have power at any time to appoint any member of the Centre to fill any casual vacancy on the Management Committee until the next Annual General Meeting.

The continuing members of the Management Committee may act notwithstanding any casual vacancy in the Management Committee, but if and so long as their number is not reduced below the number fixed by or pursuant to these rules as the necessary quorum of the Management Committee (See Clause 7.7e). If the number of Committee members’ falls bellow the quorum, the continuing member or members must summon a Special General Meeting of the Association to address this issue. The Committee may act for the purpose of increasing the number of members of the Management Committee to that number or of summoning a Annual General Meeting of the association, but for no other purpose.

7.6 FUNCTIONS OF THE MANAGEMENT COMMITTEE

Except as otherwise provided by these rules and subject to resolutions of the members of the Centre carried at any General Meeting the Management Committee shall have:-

(a) the general control and management of the administration of the affairs, property and funds of the Centre; and

(b) the authority to interpret the meaning of these rules and any matter relating to the Centre on which these rules are silent.

The Management Committee has the authority to exercise all the powers of the Centre:-

(c) to borrow , raise or secure the payment of money in such manner as the Members of the Centre may think fit and secure the same or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Centre in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Centre’s property, both present and future, and to purchase, redeem or pay off any such security

(d) to borrow amounts from members and to pay interest on the amounts borrowed and to mortgage or charge its property or any part thereof and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Centre, and to provide and pay off any such securities; and

(e) to invest in such manner as the Members of the Centre may from time to time determine

For Clause 7.6 (d) the rate of interest must not be more than the rate being charged for overdrawn accounts for money lent (whatever the term of the loan) by:-

· the financial institution for the Centre; or

· if there is more than one (1) financial institution for the Centre – financial institution nominated by the Management Committee.

7.7 GENERAL MEETINGS OF MANAGEMENT COMMITTEE

The Management Committee shall meet at least once every 2 calendar months to carry out the following functions.

(a) The Management Committee must decide how a meeting is to be called.

(b) Notice of a meeting is to be given in the way decided by the Management Committee.

(c) A Special meeting of the Management Committee shall be convened by the secretary on the requisition in writing signed by not less than one-third of the members of the Management Committee. The requisition for such meeting shall clearly state:-

· the reasons why such special meeting is being convened and

· the nature of the business to be transacted thereat.

(d) No business shall be transacted by the Management 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 shall stand adjourned to the same place and the same hour of the same day in the following week unless the meeting was Special Meeting in which case it lapses.

(e) The quorum of Management Committee shall be determined in the following manner. At every meeting of the Management Committee A number equal to Half the number of members elected and/or appointed to the Management Committee as at the close of the last Annual General Meeting of the members plus one, shall constitute a quorum.

(f) If within half an hour from the time appointed for the commencement of a management committee meeting a quorum is not present, the meeting, if convened upon the requisition of members of the management committee, shall lapse.

(g) As per Clause 7.6 above the Management Committee may meet together and regulate its proceedings as it sees fit.

(h) Questions arising at any meeting of the Management Committee shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative.

(i) A member of the Management Committee shall not vote in respect of any contract or proposed contract with the Centre in which the member has an interest. If the member has vested interest in the transaction or any matter arising thereof does so vote the member’s vote shall not be counted.

(j) The secretary shall give at least fourteen (14) days notice to members of the Management Committee of any Special Meeting of the Management Committee. Such notice shall clearly state the nature of the business to be discussed thereat.

(k) The president shall preside as chairperson at every meeting of the Management Committee, or if there is no president, or if at any meeting the president is not present within ten minutes after the time appointed for holding the meeting, the vice-president shall be chairperson or if the vice-president is not present at the meeting then the members may choose one of their number to be chairperson of the meeting.

(l) The Management Committee may delegate any of its powers to a sub committee consisting of such members of the association as the Management Committee thinks fit.

(m) Any subcommittee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the management committee.

(n) A subcommittee may elect a chairperson of its meetings.

(o) If no such chairperson is elected, or if at any meeting the chairperson is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.

(p) A subcommittee may meet and adjourn as it thinks proper.

(q) Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative.

(r) All acts done by any meeting of the Management Committee or of a subcommittee or by any person acting as a member of the management committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the management committee or person acting as aforesaid, or that the members of the management committee or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the management committee.

(s) A resolution in writing signed by all the members of the management committee for the time being entitled to receive notice of a meeting of the management committee shall be as valid and effectual as if it had been passed at a meeting of the management committee duly convened and held.

(t) Any such resolution may consist of several documents in like form each signed by one or more members of the management committee.

8 ANNUAL GENERAL MEETINGS AGM

Each AGM meeting must be held;-

· At least once a year

· Within three 3 months after the end of the Centre’s previous financial year

8.1 BUSINESS TO BE TRANSACTED AT ANNUAL GENERAL MEETING

The following business must be transacted at every AGM:-

· the receiving of the statement of income and expenditure, assets and liabilities and of mortgages, charges and securities affecting the property of the association for the last financial year;

· the receiving of the auditor’s report on the financial affairs of the association for the last financial year;

· the presenting of the audited statement to the meeting for adoption;

· the election of members of the management committee;

· the appointment of an auditor.

8.2 NOTICE OF GENERAL MEETING

The secretary shall convene all general meetings of the association by giving not less than fourteen 14 days notice of any such meeting to the members of the Association.

The manner by which such notice shall be given shall be determined by the Management Committee.

However, notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of his/her membership by the Management Committee, must be given in writing

Notice of a general meeting shall clearly state the nature of the business to be discussed thereat.

8.3 QUORUM AT ANNUAL GENERAL MEETING

At any AGM the number of members required to constitute a quorum shall be double the number of members presently on the management committee plus one.

No business shall be transacted at any AGM unless a quorum of members is present at the time when the meeting proceeds to business.

For the purposes of this rule: –

“member” includes a person attending as a proxy or as a representative of a corporation which is a member.

If within half an hour from the time appointed for the commencement of a AGM a quorum is not present, the meeting, if convened upon the requisition of members of the Management Committee shall lapse.

In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the management committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

The chairperson 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 thirty 30 days or more, notice of the adjourned meeting shall be given as in the case of an original AGM.

8.4 PROCEDURE AT ANNUAL GENERAL MEETING

Unless otherwise provided by these rules, at every AGM:-

(a) The president shall preside as chairperson, or if there is no president, or if the president is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the vice-president shall be the chairperson or if the vice-president is not present or is unwilling to act then the members present shall elect one of their number to be chairperson of the meeting.

(b) The chairperson shall maintain order and conduct the meeting in a proper and orderly manner.

(d) Every member present shall be entitled to one vote and in the case of an equality of votes the chairperson shall have a second or casting vote. No member shall be entitled to vote at any AGM if the member’s annual subscription is more than one month in arrears at the date of the meeting.

(e) Voting shall be by show of hands or a division of members, unless not less than one-fifth of the members present demand a ballot, in which event there shall be a secret ballot. The chairperson shall appoint two members to conduct the secret ballot in such manner as the chairperson shall determine and the result of the ballot as declared by the chairperson shall be deemed to be the resolution of the meeting at which the ballot was demanded.

(f) A member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote.

(g) The instrument appointing a proxy shall be in writing, in the common or usual form under the hand of the appointor or of the appointor’s attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

(h) A proxy may but need not be a member of the association.

(i) The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot.

(j) Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in accordance with

Standard Form SF C 004 – Proxy or a form as near thereto as circumstances permit.

(k) The instrument appointing a proxy shall be deposited with the secretary prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote.

(l) The secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every authorised meeting ie. Management Committee Meeting, Annual General Meeting and Special General Meeting to be recorded and the records to be open for inspection at all reasonable times by any financial member who previously applies to the secretary for that inspection.

For the purposes of ensuring the accuracy of the recording of such minutes, the chairperson of that meeting or the chairperson of the next succeeding management committee meeting verifying their accuracy shall sign the minutes of every AGM.

Similarly, the minutes of every general meeting shall be signed by the chairperson of that meeting or the chairperson of the next succeeding general meeting.

However, the minutes of any annual general meeting shall be signed by the chairperson of that meeting or the chairperson of the next succeeding general meeting or annual general meeting.

8.5 SPECIAL GENERAL MEETING

The secretary shall convene a special general meeting by sending out notice of the meeting within fourteen 14 days of:-

(a) Being directed to do so by the management committee; or

(b) Being given a request in writing signed by not less than one-third of the members presently on the management committee or not less than the number of ordinary members of the association which equals double the number of members presently on the management committee plus one; or

(c) Being given a notice in writing of an intention to appeal against the decision of the management committee to reject an application for membership or to terminate the membership of any person.

A request mentioned in Clause 8.5(b) above should clearly state the reasons why such Special General meeting is being convened and the nature of the business to be transacted thereat.

9 BY- LAWS

The Management Committee may from time to time make, amend or repeal by-laws, not inconsistent with these Rules, for the internal management of the Association and any by-law may be set aside by a General Meeting of members.

10 ALTERATION OF RULES

Subject to the provisions of the ASSOCIATION INCORPORATION ACT 1981, these rules may be amended, rescinded or added to from time to time by a special resolution carried at any general meeting of the members.

However an amendment, rescission or addition is valid only if it is registered by the chief executive.

11 COMMON SEAL

The Management Committee shall provide a common seal and safe custody of it.

The common seal shall only be used by the authority of the Management Committee and every instrument to which the seal is affixed shall be signed by a President and shall be countersigned by the Secretary or by Vice President or by some other Committee Member appointed by the Management Committee for the purpose.

12 FUNDS AND ACCOUNTS

The funds of the Centre must be kept in the name of the Centre in a financial institution decided by the Management Committee.

Proper books and accounts shall be kept and maintained either in written or printed form in the English language showing correctly the financial affairs of the Centre and the particulars usually shown in books of a like nature.

All moneys shall be deposited as soon as practicable after receipt thereof.

All amounts of $100 or over shall be paid by cheque signed by any two of the following Committee Members:- president, secretary, treasurer or other member authorised from time to time by the Management Committee.

Cheques shall be crossed “not negotiable” except those in payment of wages, allowances or petty cash recoupment’s which may be open.

The Management Committee shall determine the amount of petty cash that shall be kept on the imprest system.

All expenditure shall be approved or ratified at a Management Committee Meeting.

As soon as practicable after the end of each financial year the treasurer shall prepare a statement containing the particulars of: -

(a) The income and expenditure for the financial year just ended; and

(b) The assets and liabilities and of all mortgages, charges and securities affecting the property of the Centre at the close of that year.

The auditor must examine the statement prepared by the Treasurer mentioned in this Clause and present a report on it to the secretary before the next AGM following the financial year for which the audit was made.

The income and property of the Centre must be used solely in promoting the association’s objects and exercising the Centre’s powers.

13 DOCUMENTS

The Management Committee shall provide for the safe custody of all relevant records specified within these Rules ie. Books, documents, instruments of title, securities etc. of the Association.

14 DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY

This section applies if the Centre is wound-up under part ten (10) of the Act and there are surplus assets.

The surplus assets must not be distributed among the members but must be given to another entity that has:-

· Objectives similar to the Centre’s objectives and

· The rules of which prohibit the distribution of the entity’s income and assets to its members.

In this section:-

“surplus assets” has the meaning given by section ninety two (92) of The Act