GOLD COAST COMBINED CHAMBER OF COMMERCE INCORPORATED ASSOCIATION RULES

1. WORDS AND EXPRESSION TO HAVE MEANING IN ACT

1. A word or expression that is not defined in these rules, but is defined in the Associations Incorporation Act 1981 has, if the context permits, the meaning given by the Act.

2. NAME

2. The name of the incorporated Association is Gold Coast Combined Chamber of Commerce Inc (“the Association”)

3. OBJECTS

3. The objects of the Associations are: -
    (1) To provide a vehicle and forum for all Gold Coast Chambers of Commerce to have a unified voice on issues of mutual interest;
    (2) To Address whole of City and regional issues on behalf of members f the various Gold Coast Chambers of Commerce;
    (3) To take a position alongside other community organisations;
    (4) To develop and implement regional policy on behalf members;
    (5) To represent Gold Coast business in delegations, forums and other events.

4. DEFINITIONS

MAJORITY
    (1) In general matters a majority is defined as 75% of votes cast by members presents at a meeting who are eligible to vote. If a member abstains from voting, his/her vote is not considered to be cast.
    (2) On matters of regional significance a majority is defined as all but one of the votes cast.

MATTERS OF REGIONAL SIGNIFICANCE
    (3) A matter of regional significance is one as determined by the management committee from time to time including but not limited to: Regional Development, Infrastructure, Environment and Nature Based Tourism, City mage, Cross Border, Issues.

MEMBERS VOTING REPRESENTATIVE
    (4) Members is clearly defined in the Association constitution however each member(i.e. Chamber) is requested to document the approval of their voting representative in this Association. Every Chamber representative (i.e. the voting member) may be required by the Association to provide evidence of their Chambers direction/approval of their representation.

5. POWERS

5. (1) The Association has the powers of an individual.
    The Association may, for example: -
    Enter into contracts; and
    Acquire, hold deal with and dispose of property; and
    Make charges for services and facilities it supplies; and
    Do other things necessary or convenient to be done in carrying out its affairs.
    (3) The Association may take over the funds and other assets and liabilities of the present unincorporated Association known as the Gold Coast City Combined Chambers of Commerce.
    (4) The Association may also issue secured and unsecured notes, debentures and debentures stock fot he Association.

6. MEMBERSHIP

6. (1) All incorporated Chambers of Commerce within the Gold Coast City Council boundaries are eligible for membership.
    (2) An Application for membership must be-
    (a) in writing; and
    (b) signed by the official representative of the applicant; and
    (c) in the form decided by the management committee.

7. MEMBERSHIP FEES

7. (1) The membership fee:
    (a) is the amount decided by the members from time to time at a general meeting; And
    (b) is payable when, and in the manner, the management committee decides.

8. ADMISSION AND REJECTION OF MEMBERS

8. (1) The Management committee must consider an application for membership at the next meeting of the committee held after it receives-
    (a) the application; and
    (b) the appropriate membership fee for the application.
    (2) The management committee must decide at the meeting whether to accept or reject the application.
    (3) If a majority (as defined) of the management committee members present at the meeting vote to accept the applicant as a member, the application must be accepted as a member.
    (4) The secretary of the Association must, as soon as practicable after the management committee decides to accept or reject an application, give the applicant a written notice of the decision.

9. WHEN MEMBERSHIP ENDS

9. (1) A member may resign from the Association by giving a written notice of resignation to the secretary.
    (2) The resignation takes effect on;
    (a) the day and at the time the notice is received by the secretary; or
    (b) if a later day is stated in the notice – the later day.
    (3) The management committee may terminate a member’s membership if the member: -
    (a) (use Corporation law) ; or
    (b) does not comply with any of the provisions of these rules; or
    (c) has membership fees in arrears for at least 2 months; or
    (d) conducts itself in a way considered to be injurious or prejudicial to the characters or interest of the Association.
    (4) Before the Management committee terminates a member’s membership, the committee must give the member a full and fair opportunity to show why the membership should be terminated.
    (5) If, after considering all representations made by the member, the management committee decides to terminate the membership, the secretary of the committee must give the member a written notice of the decision.

10. APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP

10. (1) Any application for membership that has been rejected, or whose membership has been terminated, may give the secretary written notice of the intention to appeal against the decision.
    (2) A notice of intention to appeal must be given to the secretary within 1 month after the person receives written notice of the decision.
    (3) If the secretary receives a notice of intention to appeal, the secretary must, within 3 monthsafter the day of receipt, call a general meeting to decide to appeal.
    (4) At the meeting, the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated.
    (5) Also the management committee and the committee members who rejected the application or terminated the membership must be given an opportunity to show why the application should be rejected or the membership should be terminated.
    (6) An appeal must be decided by a vote of the members present at the meeting.
    (7) If an application that has been rejected has no appeal against the decision within 1 month after receiving written notice of the decision, or the applicant appeals but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the application fee paid by the person.

11. REGISTER OF MEMBERS

11. (1) The Management committee must keep a register of members.
    (2) The register of members must include the following particulars for each members:-
    (a) the full name and registered address of the member;
    (b) the date of admission as a member;
    (c) the date of registration of the member;
    (d) details about the termination or reinstatement of membership;
    (e) any other particulars the management committee or the members at a general meeting decide.
    (3) The register must be open for inspection at all reasonable times.
    (4) However, before the member may inspect the register, the member must apply to the secretary to inspect it.

12. SECRETARY

12. (1) The members of the management committee must ensure a secretary is appointed or elected for the Association within 1 month after incorporation.
    (2) If a vacancy happens in the office of secretary, the members of the management committee must ensure a secretary is appointed or elected for the Association within 1 month after the vacancy happens.
    (3)The secretary must be an individual residing in Queensland, or in another State but not more than 65km from Queensland border, who is:-
    A member of the association elected by the Association as secretary; or
    Any of the following persons appointed by the management committee:-
    A member of the Association’s management committee;
    A member of the Association;
    Another person.
    (4) The management committee may appoint and remove the Association’s secretary at any time.

13. MANAGEMENT OF MANAGEMENT COMITEE

13. (1) The Management committee of the Association consists of a president, vice-president, treasurer, and any other members the Association members elect or appoint at a general meeting.
    (2) A member of the management committee, other than the secretary, must be a member of the Association.
    (3) At each annual general meeting of the Association, the members of the management must retire from office, but are eligible, on nomination, for re-election.

14. ELECTION THE MANAGEMENT COMMITTEE

14. (1) A member of the management committee may only be elected as follows:-
    (a) any 2 members of the Association may nominate the representative of another member (the “candidate”) to serve as a member of the management committee;
    (b) the nomination must be:-
    (i) in writing; and
    (ii) signed by the candidate and the members who nominated him or her; and
    ( iii) given to the secretary at least 14 days before the annual general meeting at which the election is to be held;
    Each member present at the annual general meeting may vote for any number of candidates not more than the number of vacancies;
    If, at the start of the meeting, there are not enough candidates nominated, nominations may be taken from the floor of the meeting.
    (2) A list of the candidates’ names in alphabetical order, with the names of the members who nominated each candidate, must be issued to members at least 7 days immediately preceding the annual general meeting.
    (3) If required by the management committee, balloting lists must be prepared containing the names of the candidates in alphabetical order.

15. RESIGNATION OR REMOVAL FROM OFFICE OF MANAGEMENT COMMITTEE MEMBER

15. (1) A management committee member may resign from the committee by giving written notice of resignation to the secretary.
    (2) The resignation takes effect on-
    (a) the day and at the time the notice is received by the secretary; or
    (b) if a later day is stated in the notice – the later day.
    (3) A member may be removed from office at a general meeting of the Association if a majority (as defined) of the members present at the meeting vote in favour of removing the member.
    (4) Before a vote of members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause why he or she should not be removed from office.
    (5) A member has no right of appeal against the member’s removal from office under this section.

16. VACANCIES ON MANAGEMENT COMMITTEE

16. (1) If a casual vacancy happens on the management committee, the continuing members of the committee may appoint another member of the Association to fill the vacancy until the next annual general meeting.
    (2) The continuing members of the management committee may act despite a casual vacancy on the management committee.
    (3) However, of the number of committee members is less than the number fixed under these rules as a quorum of the management committee, the continuing members may act only to:-
    (a) increase the number of management committee members to the number required for a quorum; or
    (b) call a general meeting of the Association.

17. FUNCTIONS OF MANAGEMENT COMMITTEE

17. (1) Subject to these rules or a resolution of the Association members carried at a general meeting, the management committee
    (a) has the general control and management of the affairs, property and funds of the Association; and
    (b) has authority to interpret the meaning of these rules and any matter relating to the Association on which the rules are silent.
    (2) The management committee may exercise the powers of the Association:-
    (a) to borrow, raise or secure the payment of amounts in a way the Association members decide; and
    (b) to secure the amounts mentioned in paragraph (a) or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Association in any way, including by the issue of debentures perpetual or otherwise) charged upon the whole or part of the Association’s property, both present and future; and
    (c) to purchase, redeem or pay off any securities issued; and
    (d) to borrow amounts from members and pay interest on the amounts borrowed and
    (e) to mortgage or charge the whole or part of the property; and
    (f) to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Association; and
    (g) to provide and pay off any securities issued; and
    (h) to invest in a way the members of the Association may from time to time decide.
    (3) For sub-section (2)(d), the rate of interest must be more than the current rate being charged for overdrawn accounts or money lent (regardless of the term of the loan) by:- the financial institution for the Association; or
    if there is more than 1 financial institution for the Association – the financial institution nominated by the Association.

18. MEETINGS OF MANAGEMENT COMMITTEE

18.(1) Subject to subsections (2) to (16), the management committee may meet and conduct its proceedings as it considers appropriate.
    (2) The Management committee must meet at least once every 4 months to exercise its functions.
    (3) The committee must decide how a meeting is to be called.
    (4) Notice of a meeting is to be given in a way decided by the committee.
    (5) If the secretary receives a written request signed by at least 33% of the management committee members, the secretary must call a special meeting of the committee.
    (6) A request for a special meeting must state:-
    (a) why the special meeting is called; and
    (b) the business to be conducted at the meeting.
    (7) At a management committee meeting, more than 50% of the members elected or appointed to the committee as at the close of the last general meeting of the members form a quorum.
    (8) A question arising at a committee meeting is to be decided by a majority vote (as defined) of committee members present at the meeting.
    (9) A management committee members present at the meeting.
    (9) A management committee member must not vote on a question about a contract or proposed contract with the Association if the member has an interest in the contract or proposed contract, and if the member does vote the member’s vote must not be counted.
    (10) The secretary must give each management committee member at least 14 days notice of a special meeting of the committee.
    (11) A notice of a special meeting must state:-
    (a) the day, time and place of the meeting; and
    (b) the business to be conducted at the meeting.
    (12) The president or if there is no president or if the president is not present within 10 minutes after the fixed for a management committee meeting, the vice-president is to preside as a chairperson at the meeting.
    (13) If the president and the vice-president are absent from a management committee meeting, the may choose 1 of their member to preside as a chairperson at the meeting.
    (14) If a quorum is not present within 30 minutes after the time fixed for a management committee meeting called other than on the request of committee members, the meeting is to be adjourned to:-
    (a) the same day, time and place in the next week; or
    (b) a day, time and place decided by the committee.
    (16) If, at the adjourned meeting mentioned in subsection (15), a quorum is not present within 30 minutes after the time fixed for the meeting, the meeting lapses.

19. DELEGATION OF MANAGEMENT COMMITTEE POWERS

19. (1) The management committee may delegate the whole or part of its powers to a subcommittee consisting of the Association members considered appropriate by the committee.
    (2) A subcommittee may only exercise delegated powers in the way the management committee decides.
    (3) A subcommittee may elect a chairperson of its meetings.
    (4) If a chairperson is not elected, or if the chairperson is not present within 10 minutes after the time fixed for a meeting, the members present may choose 1 of their member to be chairperson of the meeting.
    (5) A subcommittee may meet and adjourn as it considers appropriate.
    (6) A question arising at a subcommittee meeting is to be decided by a majority vote (as defined) of the members present at the meeting

20. ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS

20. (1) An act performed by the management committee, a subcommittee or a person acting as a member of the management committee is taken to have been validly performed.
    (2) Subsection (1) applies even if the act was performed when”-
    (a) there was defect in the appointment of a member of the management committee, subcommittee or person acting as a member of the management committee; or
    (b) a management committee member, subcommittee member or person acting as a member of the management committee was disqualified from being a member.

21. RESOLUTIONS OF MANAGEMENT COMMITTEE WOTHOUT MEETING

21. (1) A written resolution signed by each member of the management committee for the time being entitled to receive notice of a committee meeting is as valid and effectual as if it had been passed at a committee meeting that was properly called held.
    (2) A resolution mentioned in subsection (1) may consist of several documents in like form, each signed by 1 or more members of the committee.

22. FIRST GENERAL MEETING

22. (1) The first general meeting must be held not less than 1 month, and not more than 3 months, after the day the Association is incorporated.
    (2) The management committee must decide where he meeting is to be held.
    (3) The business to be conducted at the first general meeting must include the appointment of an author.

23. FIRST ANNUAL GENERAL MEETING

23. The first annual general meeting must be held within 18 months after the day the Association is incorporated.

24. SUBSEQUENT ANNUAL GENERAL MEETINGS

24. Each subsequent annual general meeting must be held:-
    (a) at least once each year; and
    (b) within 6 months after the end of the Association’s previous financial year.

25. The following business must be conducted at each annual general meeting:-

(a) receiving the statement of income and expenditure, assets, liabilities and mortgages charges ans securities affecting the property of the Association for the last financial year;
    (b) receiving the auditor’s report on the financial affairs of the Association for the last financial year;
    (c) presenting the audited statement to the meeting for adoption;
    (d) electing members of the management committee;
    (e) appointing an auditor.

26. SPECIAL GENRAAL MEETING

26. (1) The secretary may only call special general meeting by giving each member notice of the meeting 14 days after:-
    (a) being directed to call the meeting by the management committee; or
    (b) being given a written request signed by: -
    (i) at least 33% of the members of the Association presently on the management committee; or
    (ii) at least the number of members of the Association equal to double the number of the members of the Association presently on the management committee plus 1; or
    Being given a written notice of an intention to appeal against the decision of the management committee
    To reject an applicant for membership; or
    To terminate a person’s membership; or
    (2) A request mentioned in subsection (1)(b) must state:
    (a) why the special general meeting is being called; and
    (b) the business to be conducted at the morning.

27. NOTICE OF GENERAL MEETING

27. (1) The secretary may call a general meeting of the Association.
    (2) The secretary must give at least 14 days notice of the meeting to each Association member.
    (3) The management committee may decide the way in which the notice must be given.
    (4) However, notice of the following meetings must be given in writing:
    (a) a meeting called to hear and decide the appeal of a member against the rejection or termination of the member’s membership by the management committee; or
    (b) a meeting called to hear and decide a proposal special resolution of the Association.
    (5) A notice of a general meeting must state the business to be conducted at the meeting.

28. QUORUM FOR AND ADJOURMENT OF GENERAL MEETING

28. (1) Subjected to subsection (5), at a general meeting the number of members equal to half the number of members of the Association plus 1 form a quorum.
    (2) No business may be conducted at a general meeting unless a quorum of members is present when the meeting proceeds to business.
    (3) If a Quorum is not present within 30 minutes after the time fixed for a general meeting called on the request of members of the management committee or the Association, the meeting lapses.
    (4) If a quorum is not present within minutes after the time fixed for a general meeting called other than on the request of members of the management committee or the Association, the meeting is to be adjourned to:
    (a ) the same day, time and place in the next week ; or
    (b) a day, time and place decided by the management committee.
    (5) If at an adjourned meeting, a quorum under subsection (1) is not present within 30 minutes after the time fixed for the meeting, members present form a quorum.
    (6) The chairperson may, with the consent of any meeting at which a quorum is present, and must if directed by the meeting, adjourn the meeting from time to time and from place to place.
    (7) If a meeting is adjourned under subsection (6), only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting.
    (8) The Secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting is adjourned for at least 30 days.
    (9) If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting.

29. PROCEDURE AT GENERAL MEETING

29. (1) Subject to these rules, at each general meeting:
    (a) the president or, if there is no president or if the president is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the vice-president is to preside as chairperson; and
    (b) if the vice-president is absent or unwilling to act as chairperson, the members present must elect 1 of their number to be chairperson of the meeting; and
    (c) the chairperson must conduct the meeting in a proper and orderly way; and
    (d) each question, matter or resolution must be decided by a majority (as defined) of votes of the members present; and
    (e) each member present and entitled to vote is entitled to 1 vote only and
    (f) a member is not entitled to vote at a general meeting if the member’s annual subscription is in arrears at the date of the meeting; and
    (g) voting may be by show of hands or a division of members, unless at least 20% of the members present demand a secret ballot: and
    (h) if a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the way the chairperson decides; and the result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held: and
    (i) the result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held; and
    (j) a member may vote in person only
    (i) on a show of hands, each member present has 1 vote; and
    (ii) in a secret ballot, each member present has 1 vote;
    (k) the secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each management committee meeting and general meeting are entered in a minute book; and
    (l) the secretary must ensure the minute book for each general meeting is open for inspection at all reasonable times by any financial member who previously applies to the secretary for te inspection.
    (2) To ensure the accuracy of the minutes recorded under subsection (1) (k):
    (a) the minutes of each management committee meeting must be signed by the chairperson of the meeting, or the chairperson of the next management committee meeting, verifying their accuracy; and
    (b) the minutes of each general meeting must be signed by the chairperson of the meeting, or the chairperson of the general meeting, verifying their accuracy; and
    (c) the minutes of each annual general meeting must be signed by the chairperson of the meeting, or the chairperson of the next meeting of the Association that is a general meeting or annual general meeting, verifying their accuracy.

30. BY-LAWS

30. (1) The management committee may make, amend or repeal by laws, not insconsistent with these rules, for the internal management of the Association.
    (2) A by-law may be set aside by a vote of members at a general meeting of the Association.

31. ALTERATION OF RULES

31. (1) Subject to the Association Incorporation Act 1981, these rules may be amended, repealed or added to by a special resolution carried at a general meeting.
    (2) However an amendment, repeal or addition is valid only if it is registered by the chief executive.

32. FUNDS AND ACCOUNTS

32. (1) the funds of the Association must be kept in an account in the name of te Association in the financial institution decided by the management committee.
    (2) Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the Association.
    (3) All amounts must be deposited in the financial institution account as soon as practicable after receipt.
    (4) All Cheques must be signed by any 2 of the following:-
    (a) the president;
    (b) the secretary;
    (c) the treasurer;
    (d) another member authorized by the management committee for the purpose.
    (5) Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed “not negotiable”.
    (6) A petty cash account must be kept on the imprest system, and the management committee must decide the amount of petty cash to be kept in the account.
    (7) All expenditure must be approved or ratified at a management committee meeting.
    (8) The treasurer must, as soon as practicable after the end of each financial year, ensure a statement containing the following particulars is prepared:-
    (a) the income and expenditure for the financial year just ended;
    (b) the Association’s assets and liabilities at the close year;
    (c) the mortgages, charges and securities affecting the property of the Association at the close of the year.
    (9) The auditor must examine the statement prepared under subsection (8) and present a report about it to the secretary before the next annual general meeting following the financial year for which the audit was made.
    (10) The income and property of the Association must be used solely in promoting the Association’s objects and exercising the Association’s powers.

33. DOCUMENTS

33. The management committee must ensure the safe custody of books, documents, instruments of title and securities of the Association.

34. FINANCIAL YEAR

4. The financial year of the Association closes on June 30 in each year.

35. DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY

35. (1) This section applies if the Association:-
    (a) is wound-up under part 10 of the act; and
    (b) it has surplus assets.
    (2) The surplus assets must not be distributed among Association embers.
    (3) The surplus assets must be given to another entity:-
    (a) having objects similar to the Association’s objects; and
    (b) the rules of which prohibit the distribution of the entity’s income and assets to its members.
    (4) In this section – “surplus assets” has the meaning given by section 92(3)11 of the Act. 11 Section 92 (Distribution of surplus assets) of the Act.