Rules

1. Name of the Association
   1. The name of the Association is Moodle Users Association Inc.
   2. The Association will use the business name “Moodle Users Association Inc”.
   3. The Association may use the name “Moodle” as part of its name, pursuant to the Trademark Agreement.
   4. The name and logo of Moodle Users Association Inc must not be used by the Association or by any Member of the Association in a way that would connect it with Moodle services (including hosting, training, consulting, development or any like activities), whether commercial or free.
   5. If the Association name or logo are used on the internet or elsewhere, whether by the Association or by any Member of the Association then there must always be a link (or URL) to the Association website whenever that occurs.

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2. Definitions
   1. In these Rules, unless the contrary intention appears-
      1. “AGM” means an Annual General Meeting convened under paragraph (b) rule 18(1);
      2. “Association” refers to the Moodle Users Association Incorporated (Inc.);
      3. “Association website” means https://moodleassociation.org;
      4. “Committee” means the Committee of Management referred to in rule 11;
      5. "Committee meeting" means a meeting referred to in rule 17;
      6. "Committee Member" means a Member referred to in rule 11(1);
      7. “convene” means to call together for a formal meeting;
      8. “Core Development Cycle” means the activity of the Association as referred to in Rule 5(2) and Rule 5(3);
      9. “Department” means the government department with responsibility for administering the Western Australian Associations Incorporation Act (2015);
      10. “Financial Report” means a formal record of all financial activities and the financial position of the Association at the end of each financial year;
      11. "financial year" means a period not exceeding 15 months fixed by the Committee, being a period commencing on the date of incorporation of the Association and ending on 30 June; and thereafter each period commencing 1 July and ending on 30 June in the following year;
      12. "general meeting" means either an AGM or a Special general meeting or both as the case requires;
      13. “GNU Public License” means a free, copyleft license for software that guarantees end users the freedome to run, study, share and modify the software as defined at http://www.gnu.org/licenses/gpl-3.0.en.html;
      14. “GPL code” means software code assigned a GNU Public License as referred to in paragraph (l);
      15. “in writing” means correspondence by post, email or via messaging mechanisms on the Association website;
      16. "Member" means a member of the Association;
      17. “Moodle Pty Ltd” means Moodle Pty Ltd ACN 116 513 636;
      18. “Minutes area” means the designated area on the Association website for the purpose of sharing Minutes of meetings and other Association news to all Members;
      19. “Mission of Moodle” means the mission of Moodle Pty Ltd from time to time, the current mission being set out in Annexure 1 and available at https://docs.moodle.org/dev/Mission;
      20. "Ordinary resolution" means resolution other than a Special resolution and requires Association Members that represent 50% of the Total Voting Points to vote in favour of the resolution;
      21. “participant” means any natural person who is an Individual Member (as defined in clause 8.1) or part of the group of people registered as an Organisation Member;
      22. “Organisation Member” means one or more of an Organisation Bronze Member, or an Organisation Silver Member or an Organisation Gold Member as the case may be;
      23. “person” means a natural person;
      24. “poll” means voting conducted in written or electronic form (as opposed to a show of hands);
      25. “Project Consolidation” is defined in Rule 5(3)(f);
      26. “Project Specification Development” is defined in Rule 5(3)(e);
      27. “Special general meeting” means a general meeting other than the AGM that is called by the Members;
      28. "Special resolution" has the meaning given by section 51 of the Act, that is:
          1. A resolution is a special resolution if it is passed by 75% of the Association Members who are present at a general meeting of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with those rules or by circular in accordance with Rule 21.2;
          2. At a meeting at which a resolution proposed as a Special resolution is submitted, a declaration by the person presiding that the resolution has been passed as a Special resolution shall be evidence of the fact unless, during the meeting at which the resolution is submitted, a poll is demanded in accordance with the Rules of the Association or, if the Rules do not make provision as to the manner in which a poll may be demanded, by at least 3 Members of the Association present in person or, where proxies are allowed, by proxy;
          3. If a poll is held, a declaration by the person presiding as to the result of a poll is evidence of the matter so declared;
      29. "the Act" means the Associations Incorporation Act 2015 (of Western Australia);
      30. "the Association" means the Association referred to in Rule 1;
      31. "the Chairperson" means-
          1. in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with Rule 13; or
          2. otherwise than in relation to the proceedings referred to in paragraph (i), the person referred to in Rule 11(1)(a) or, if that person is unable to perform his or her functions, the Vice-Chairperson;
      32. “the Commissioner” means the Commissioner for Consumer Protection exercising powers under the Act;
      33. "the Committee" means the Committee of Management of the Association referred to in Rule 11(1);
      34. "the Secretary" means the Secretary referred to in paragraph (c) of Rule 11(1);
      35. "the Treasurer" means the Treasurer referred to in paragraph (d) of Rule 11(1);
      36. "the Vice-Chairperson" means the Vice-Chairperson referred to in paragraph (b) of Rule 11(1);
      37. “Total Voting Points” means the total number of votes held by the Association Members;
      38. “Trademark Agreement” means the agreement between the Association and Trademark Holder. This takes effect upon Incorporation of the Association;
      39. “Trademark Holder” means the licensor of the Moodle Trademark, being the Moodle Trust;
      40. “Voting points” means the number of points to be used in all Association Member voting activity referred to in Rule 22(1) and allocated to a Member commensurate with their Membership level referred to in Rule 8(1).

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3. Objects of Association
   1. The Objects of the Association are to -
      1. assist with the development of the Moodle open source learning platform to maintain its position as a leading world platform;
      2. reflect the collective desires of Members of the Association, as well as the wider community where possible, by proposing and designing new standard features for the Moodle learning platform;
      3. collect and invest money to fund the development of these features as projects resulting in GPL code in Moodle’s standard software version which is distributed by Moodle Pty Ltd via https://moodle.org for the free use of everyone in the world.
   2. The assets and income of the Association shall be applied solely in furtherance of its above-mentioned Objects and no portion shall be paid or otherwise 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.
   3. In order to achieve these Objects, the Association shall communicate and distribute information relating to:
      1. promotion of the Association;
      2. current and past projects funded by the Association;
      3. Association activities; and
      4. the public annual report prepared by the Committee on whether the Association has fulfilled its Objects.

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4. Powers of Association
   1. The powers conferred on the Association are the same as those conferred by section 14 of the Act, so that subject to the Act and any additions, exclusions or modifications inserted below, the Association may do all things necessary or convenient for carrying out its objects and purposes including but not limited to the following:
      1. acquire, hold, deal with, and dispose of any real or personal property;
      2. open and operate bank accounts;
      3. invest its money -
         1. in any security in which trust monies may lawfully be invested; or
         2. in any other manner authorised by the Rules of the Association;
      4. borrow money upon such terms and conditions as the Association thinks fit;
      5. give such security for the discharge of liabilities incurred by the Association as the Association thinks fit;
      6. appoint agents to transact any business of the Association on its behalf;
      7. enter into any other contract it considers necessary or desirable;
      8. may act as trustee and accept and hold real and personal property upon trust, but does not have power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene this Act or the Rules of the Association;
      9. alter or amend these Rules.
   2. The property and income of the Association must be applied solely towards the promotion of the Objects of the Association as expressed in Rule 3 and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the Association, except in good faith in the promotionof those Objects
   3. The Association must act in accordance with and subject to the terms of the Trademark Agreement.

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5. Activities of Association
   1. The activities of the Association shall be managed and coordinated by the Committee.
   2. The main activity of the Association shall be to conduct Core Development Cycles for project proposals to Moodle Pty Ltd, and selection of project proposals.
   3. Core Development Cycles shall be:
      1. convened on the Association website at https://moodleassociation.org;
      2. co-ordinated by the Committee;
      3. contributed to by Members of the Association who:
         1. lead and facilitate project specification development of project proposals initiated by that Member; and
         2. contribute to discussion towards specification development of projects proposed and led by other Members.
      4. conducted as six-month cycles comprising three Phases and then Finalisation.
      5. Phase One – shall be a four (4) month Project Specification Development period, or shorter, as referred to in paragraph (c), during which the following occurs:
         1. proposal by Members of projects;
         2. online discussions on https://moodleassociation.org;
         3. face to face meetings;
         4. other online forums and communication tools as appropriate, including preliminary voting to create a shortlist of proposals;
         5. approval by Moodle Pty Ltd and other Moodle developers of each project that it:
            1. is technically feasible; and
            2. is compatible with the Moodle design and philosophy.
      6. Phase Two – shall be a one (1) month Project Consolidation period, or shorter, during which:
         1. the Committee may reconcile list of projects and withdraw unfinished or unsuitable projects from the current development cycle;
         2. the Committee may remove projects completely from the current and future development cycles if they do not consider them to be feasible;
         3. Moodle Pty Ltd provides current cost estimates for each remaining project;
         4. Moodle Pty Ltd may veto projects at this stage if they are technically infeasible or not compatible with the Moodle design or philosophy;
         5. all project specification development pursuant to Rule 5(3)(e) shall cease during this one month period with the exception of discussions and minor specifications adjustments that are deemed appropriate by the Committee;
         6. a Member that proposes a project pursuant to Rule 5(3)(e) can withdraw a project from a Core Development Cycle for resubmission to a later Core Development Cycle if that Members believes significant further Project Specification Development work is required.
      7. Phase Three – a two (2) week voting period (Phase Three) during which:
         1. Members electronically vote and allocate their Voting Points across as many projects as they wish, using up to the total allocated Voting points for their Membership;
         2. all Project Specification Development pursuant to Rule 5(3)(e) and Project Consolidation pursuant to Rule 5(3)(f) shall cease during the two (2) week Voting period; and
         3. discussion about projects may continue.
      8. Finalisation by the Committee who shall:
         1. determine the amount of funds available to pay for development cost of projects which Members have voted to be developed by Moodle Pty Ltd;
         2. allocate existing available funds to projects for development in accordance with number of votes from most votes to least until the development funds for the Core Development Cycle are exhausted;
         3. make minor changes in the order of development if there are sound technical reasons, for example if one project depends on another one;
         4. complete this Finalisation process within one (1) month of close of voting;
         5. inform Moodle Pty Ltd of the outcome of voting and provide access to relevant project materials;
         6. engage Moodle Pty Ltd in a contractual Client-Provider engagement to enact the developments at the earliest opportunity;
         7. The Committee may decide to re-propose unallocated projects in a subsequent cycle, with the same or a different proposer.

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6. Qualifications for Membership of Association
   1. An organisation or person who wishes to become a Member must:
      1. apply to the Committee for Membership via the form on https://moodleassociation.org;
      2. provide all information truthfully;
      3. pay the required Membership fee annually by the due date;
      4. accept and abide by the Rules.
   2. An organisation may not be a Member of the Association if its core business is to provide commercial services to a software learning platform (either to Moodle or any other e-learning system) including but not limited to services such as hosting, consulting, training and development.
   3. The Trademark Holder will remain a permanent Member of the Association at an Organisation Gold Level, but shall not pay Membership fees and shall not have any voting rights.

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7. Register of Members of Association

   The Secretary, on behalf of the Association, must comply with section 53 of the Act by keeping and maintaining-

   1. an accurate electronic register of the following information for each Member of the Association:
      1. Membership status;
      2. if an Organisation Member, name of the Organisation and that Organisation’s contact/representative;
      3. if an Individual Member then that Member’s name;
      4. postal or residential addresses.
   2. Each Member’s name, country and postal OR residential address shall be able to be accessed by other Members of the Association.
   3. The register shall be kept and maintained online at https://moodleassociation.org, or at such other place as the Members at a general meeting decide.
   4. The Secretary must cause the name of a person who dies or who ceases to be a Member under Rule 9 to be deleted from the register of Members referred to in Rule 7(1).

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8. Subscriptions of Members of Association
   1. There are four Membership subscription levels:
      1. Individual Member;
      2. Organisation Bronze Member;
      3. Organisation Silver Member; and
      4. Organisation Gold Member.
   2. An Individual Member must be a natural person; and
   3. Organisations are institutions, business enterprises, other legal workplace entities, or other groups with a vested user interest in Moodle.
   4. One person shall apply for Membership on behalf of an Organisation, and other people from the same organisation can be invited to take part in the activities of the Association as described in these Rules after Membership payment received and confirmed, where the number of invitees is determined by the Membership level and published on the Association website.
   5. Membership level determines:
      1. Subscription rates, which are different for each Membership level as determined by the Committee and published on the Association website; and
      2. Voting points allocation pursuant to Rule 22(1).
   6. An application will become a Member by registering on the Association web site and then paying the required Membership fee.
   7. Member registration takes effect only when Membership subscription payment is received and confirmed.
   8. Annually, at least 1 week prior to the anniversary of joining the Association, each Member must pay to the Treasurer the amount of the subscription determined under Rule 8(5)(a).

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9. Termination of Membership of Association
   1. Membership of the Association may be terminated upon:
      1. receipt by the Secretary or another Committee Member of a notice in writing from a Member of their resignation from the Association; or
      2. expulsion of a Member in accordance with Rule 10.
   2. A Member who has not renewed their subscription as referred to in Rule 8 shall retain read-only access to https://moodleassociation.org for a period of 12 months after their Membership expires. Full Membership rights can be resumed immediately upon receipt of payment.

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10. Suspension or expulsion of Members of Association
    1. A Member of the Association can be suspended or expelled from Membership of the Association because
       1. their conduct is detrimental to the interests of the Association; or
       2. they have contravened any of these Rules of the Association.
    2. If the Committee considers that Rule 10(1) applies, then the Committee must communicate, either orally or in writing, to the Association Member, with at least 30 days notice of the proposed suspension or expulsion:
       1. the time, date and place of the Committee meeting at which the question of that suspension or expulsion shall be decided; and
       2. particulars of that conduct.
    3. At the Committee meeting referred to in a notice communicated under Rule 10(2), the Committee may, having afforded the Association Member concerned a reasonable opportunity to be heard by, or to make representations in writing to the Committee, suspend or expel or decline to suspend or expel that Member from Membership of the Association and must, forthwith after deciding whether or not to suspend or expel that Member, communicate that decision in writing to that Member.
    4. An Association Member who is suspended or expelled under Rule 10(3) must, if he or she wishes to appeal against that suspension or expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days.
    5. Subject to Rule 10(4), a Member has his or her Association Membership suspended or ceases to be a Member 14 days after the day on which the decision to suspend or expel a Member is communicated to him or her under Rule 10(3).

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11. Committee of Management
    1. Subject to Rule 11(10), the affairs of the Association shall be managed exclusively by a Committee of Management consisting of:
       1. a Chairperson;
       2. a Vice-Chairperson;
       3. a Secretary;
       4. a Treasurer;
       5. not less than 2 and no more than 6 General Committee Members.
    2. All Committee Members must be an Individual Member and/or a person who is part of an Organisation Member, where:
       1. no individual may undertake more than one Committee Member position; and
       2. there is no more than one person per Organisation Member on the Committee.
    3. Committee Members must be elected to the Committee at an AGM, or appointed under Rule 11(9). No earlier than 21 days prior to the AGM, all Association Members shall be provided with a synopsis of nominees for all Committee positions and link to a secure online voting forum in the Association website. Subject to rule 22 (2), each Association Member uses their allocated Voting points.
    4. All Committee positions are vacated at each AGM.
    5. All Committee Members are eligible for re-election to the Committee.
    6. A Committee Member’s term shall be from his or her election (or appointment subject to Rule 11(9)), at an AGM until the election referred to in Rule 11(3) at the second AGM after his or her election.
    7. Except for nominees under Rule 11(9), an Association Member nominates another Member or self-nominates by delivering notice in writing of that nomination to the Secretary not less than 21 days before the day on which the AGM concerned, signed by the nominator.
    8. If the number of persons nominated in accordance with Rule 11(7) for election to Membership of the Committee does not exceed the number of vacancies in that Membership to be filled:
       1. the Secretary must report accordingly to; and
       2. the Chairperson must declare those persons to be duly elected as Members of the Committee at the next AGM concerned.
    9. If vacancies remain on the Committee after the declaration under Rule 11(8), additional nominations of Committee Members may be accepted from the floor of the AGM. If such nominations from the floor do not exceed the number of vacancies, the Chairperson must declare those persons to be duly elected as Members of the Committee.
    10. A person who is eligible for election or re-election under this rule may:
        1. propose or second himself or herself for election or re-election; and
        2. the Chairperson must declare those persons to be duly elected as Members of the Committee. Where the number of nominations from the floor exceeds the remaining number of vacancies on the Committee, elections for those positions must be conducted.
    11. If a vacancy remains on the Committee after the application of Rule 11(9), or when a casual vacancy within the meaning of Rule 16 occurs in the Membership of the Committee:
        1. the Committee may appoint an Association Member to fill that vacancy; and
        2. a Committee Member appointed under this rule shall:
           1. hold office until the election referred to in Rule 11(3); and
           2. subject to Rule 11(5) be eligible for election to Membership of the Committee at the following AGM.
    12. The Committee may delegate, in writing, to one or more sub-committees (consisting of such Member or Members of the Association as the Committee thinks fit) the exercise of such functions of the Committee as are specified in the delegation other than:
        1. the power of delegation; and
        2. a function which is a duty imposed on the Committee by the Act or any other law.
    13. Any delegation under Rule 11(12) may be subject to such conditions and limitations as to the exercise of that function or as to time and circumstances as are specified in the written delegation and the Committee may continue to exercise any function delegated.
    14. The Committee may, in writing, revoke wholly or in part any delegation under Rule 11(12).
    15. All members undertaking a position on the Committee of Management acknowledge that the position is voluntary.
    16. Should a member of the Committee of Management undertake activity on behalf of or for the business of the Committee of Management or in general on behalf of the Association, then any reimbursement or payment of moneys outlayed, out of the funds of the Association, is only allowed if authorised by resolution of the Association.
    17. Subrule 16 does not apply to payment to a member of the management committee for out-of-pocket experiences for travel and accommodation in connection with the performance of the member's functions. Should a member of the Committee of Management incur expenses pre-approved by the Committee of Management, those expenses will be reimbursed by the Association. Travel expenses will be limited to those deemed necessary when online activity would not be sufficient.

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12. Activities of Committee of Management
    1. The Committee is responsible for managing all Association activities which include, but are not limited to:
       1. co-ordinating Core Development Cycles, set out in Rule 5;
       2. determining Association activity schedules;
       3. operating and governing Association Membership including:
          1. publishing a standard table of Membership levels and fees;
          2. publishing a list of Members;
          3. confirm applicants are eligible for membership pursuant to Rule 6;
          4. processing payments and signups; and
          5. restricting Voting points for Core Development Cycles for any Member to be equal to the highest listed Membership level (even if a Member has paid more to the Association);
       4. preparing and distributing annual Association reports, including complete financial reports; and
       5. arranging, chairing, managing and keeping full records of all Association meetings, decision-making and voting.
    2. The Committee in their complete discretion may make decisions in relation to the following issues:
       1. general Association management procedures not addressed elsewhere in these Rules;
       2. if and when general meeting will be held, subject to Rule 17(1) and Rule 18(1);
       3. the process of Core Development Cycles, subject to Rule 5, including:
          1. the date that each Core Development Cycle starts and finishes;
          2. reconciling projects during Phase Two of a Core Development Cycle;
          3. determining the amount of funding that is available to pay for the development of projects pursuant to Rule 5(3)(h)(i); and
          4. determining which projects are to be presented for development;
       4. changes to Association website and registration procedures.

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13. Chairperson and Vice-Chairperson
    1. The Chairperson must preside at all general meetings, AGM’s and Committee meetings.
    2. In the event of the absence from a general meeting, AGM or Committee meeting of the Chairperson the Vice-Chairperson must preside.
    3. In the event of the absence of both the Chairperson and the Vice-Chairperson from a Committee meeting, a Committee Member shall be elected by the Committee to preside at that meeting.
    4. In the event of the absence of both the Chairperson and the Vice-Chairperson from a general meeting or AGM, a Committee Member shall be elected by the other Committee Members present to preside at that meeting.
    5. The Chairperson shall:
       1. ensure the proper conduct of general meetings, AGM’s and Committee meetings in accordance with these Rules;
       2. ensure these Rules are adhered to; and
       3. act as official Spokesperson for the Association, and may upon approval of the Committee appoint another Committee Member for this purpose.

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14. Secretary
    1. The Secretary must:
       1. co-ordinate the correspondence of the Association;
       2. keep full and correct minutes of the proceedings of the Committee and of the Association;
       3. comply on behalf of the Association with-
          1. section 53 of the Act with respect to the register of Members of the Association, as referred to in Rule 7;
          2. section 35 of the Act by keeping and maintaining in an up-to-date condition the Rules of the Association and, upon the request of a Member of the Association, must make available those Rules for the inspection of the Member and the Member may make a copy of or take an extract from the Rules but will have no right to remove the Rules for that purpose; and
          3. section 58 of the Act by maintaining a record of-
             1. the name, residential or postal addresses, telephone numbers and email addresses of the persons who hold the offices of the Association provided for by these Rules, including all offices held by the persons who constitute the Committee and persons who are authorised to use the common seal of the Association under rule 23; and
             2. the names, residential or postal addresses, phone numbers and email addresses, of any persons who are appointed or act as trustees on behalf of the Association, and the Secretary must, upon the request of a Member of the Association, make available the record for the inspection of the Member and the Member may make a copy of or take an extract from the record but will have no right to remove the record for that purpose;
       4. unless the Members of the Association resolve otherwise at a general meeting, have custody of all books, documents, records and registers of the Association, including those referred to in paragraph Rule 10(c) but other than those required by Rule 15 to be kept and maintained by, or in the custody of, the Treasurer; and
       5. perform such other duties as are imposed by these Rules on the Secretary.

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15. Treasurer
    1. The Treasurer must:
       1. be responsible for the receipt of all moneys paid to or received by, or by him or her on behalf of, the Association and must issue receipts for those moneys in the name of the Association;
       2. pay all moneys referred to in Rule 15(a) into such account or accounts of the Association as the Committee may from time to time direct;
       3. arrange payments from the funds of the Association with the authority of a general meeting of the Committee, with all cheques, drafts, bills of exchange, promissory notes, electronic funds transfers and other negotiable instruments must be signed (or electronically approved) by two Members of the Committee;
       4. comply on behalf of the Association with sections 66 and 68 of the Act with respect to the accounting records of the Association by:
          1. keeping such accounting records as correctly record and explain the financial transactions and financial position of the Association;
          2. keeping its accounting records in such manner as will enable true and fair accounts of the Association to be prepared from time to time;
          3. keeping its accounting records in such manner as will enable true and fair accounts of the Association to be conveniently and properly audited; and
          4. submitting to Members at each AGM of the Association the accounts of the Association showing the financial position of the Association at the end of the immediately preceding financial year.
       5. whenever directed to do so by the Chairperson, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;
       6. unless the Association Members resolve otherwise at a general meeting, have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraphs (d) and (e); and
       7. perform such other duties as are imposed by these Rules on the Treasurer.

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16. Casual vacancies in Membership of Committee
    1. A casual vacancy occurs in the office of a Committee Member and that office becomes vacant if the Committee Member:
       1. dies;
       2. resigns by notice in writing delivered to the Chairperson or, if the Committee Member is the Chairperson, to the Vice-Chairperson and that resignation is accepted by resolution of the Committee;
       3. is convicted of an offence under the Act;
       4. is permanently incapacitated by mental or physical ill-health;
       5. is absent from more than:
          1. three (3) consecutive Committee meetings; or
          2. three (3) Committee meetings in the same financial year (of which the Member had received notice) without tendering an apology to the person presiding at each of those Committee meetings and the Committee has resolved to declare the office vacant;
       6. ceases to be a Member of the Association; or
       7. is the subject of a resolution passed by a general meeting of Members of the Association terminating his or her appointment as a Committee Member.

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17. Quorum and proceedings of Committee
    1. The Committee must meet together for the dispatch of business not less than six times per year and the Chairperson, or at least half the Members of the Committee, may at any time convene a meeting of the Committee.
    2. On calling a Committee meeting, Committee Members must receive notification of the intended date, time, and location of (or technology that will be used to hold) the meeting from the Chairperson of the meeting with no less than 7 days notice, contribute to or provide their opinion on decisions or topics prior to the advised and scheduled meeting time.
    3. The Committee must select a meeting location that is available to all Committee Members.
    4. Committee meetings may be held in person, via telephone or video conferencing facilities, or a combination of the three.
    5. Each Committee Member in attendance at a Committee meeting has one deliberative vote.
    6. 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 shall have a casting vote in addition to his or her deliberative vote.
    7. At a Committee meeting 75% of Committee Members constitute a quorum.
    8. 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.
    9. 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 (except if that pecuniary interest exists only by virtue of the fact that the Member of the Committee is a Member of a class of persons for whose benefit the Association is established), must:
       1. 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. not take part in any deliberations or decision of the Committee with respect to that contract.
    10. Rule 17(9)(a) does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the Member of the Committee is an employee of the Association.
    11. The Secretary must cause every disclosure made under Rule (9)(a) by a Member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.
    12. Following each Committee meeting, the Committee Secretary must prepare Minutes of the Committee Meeting and provide access to those Minutes to all Association Members.

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18. General meetings
    1. The Committee:
       1. may at any time convene a Special general meeting;
       2. must convene AGMs within the time limits provided for the holding of such meetings by section 50 of the Act, that is, in every calendar year within 4 months after the end of the Association's financial year or such longer period as may in a particular case be allowed by the Commissioner, except for the first annual general meeting which may be held at any time within 18 months after incorporation; and
       3. must, within 30 days of:
          1. receiving a request in writing to do so from not less than 5 Members of the Association, convene a Special general meeting for the purpose specified in that request; or
          2. the Secretary receiving a notice under Rule 10(4), convene a Special general meeting to deal with the appeal to which that notice relates.
    2. The Association Members making a request referred to in Rule 18(1)(c)(i) must:
       1. state in that request the purpose for which the Special general meeting concerned is required; and
       2. sign that request.
    3. If a Special general meeting is not convened within the relevant period of 30 days referred to-
       1. in Rule 18(1)(c)(i), the Members who made the request concerned may themselves convene a Special general meeting as if they were the Committee; or
       2. in Rule 18(1)(c)(ii), the Member who gave the notice concerned may himself or herself convene a Special general meeting as if he or she were the Committee.
    4. When a Special general meeting is convened under Rule 18(3)(a) or 18(3)(b) the relevant Association Members must hold the Special general meeting in person (with those Members paying the reasonable expenses of convening such), via telephone or video conferencing facilities, or a combination thereof..
    5. Subject to Rule 18(7), the Secretary must give to all Members not less than 14 days notice of a Special general meeting and that notice must specify:
       1. when and where the general meeting concerned is to be held; and
       2. particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.
    6. Subject to Rule 18(7), the Secretary must give to all Members not less than 21 days notice of an AGM and that notice must specify-
       1. when and where the AGM is to be held, in accordance with Rule 19;
       2. the particulars and order in which business is to be transacted, as follows:
          1. first, the consideration of the accounts and reports of the Committee;
          2. second, the election of Committee Members to replace outgoing Committee Members; and
          3. third, any other business requiring consideration by the Association at the general meeting.
    7. A Special resolution may be moved either at a Special general meeting or at an AGM, however the Secretary must give to all Members of the Association not less than 21 days notice of the meeting at which a Special resolution is to be proposed. In addition to those matters specified in Rule 18(5) or 18(6), as relevant, the notice must also include the resolution to be proposed and the intention to propose the resolution as a Special resolution.
    8. The Secretary must give a notice under Rules 18(5); 18(6); or 18(7) by publishing a notice on the Association website in an area that is accessible by all Members.
    9. When a notice is sent by email under Rule 17(8), sending of the notice will be deemed to be properly effected.
    10. No less than 14 days prior to a general meeting the Secretary or designated representative shall distribute a written Agenda (and any associated documentation) to Members detailing the business to be dealt with at the general meeting, via email as also put it on the Association website in an area that is accessible by all Members.
    11. Members are not prohibited from discussing the Agenda including any proposed resolutions or Special resolutions on the forums on the Association website.

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19. Quorum and proceedings at general meetings
    1. At a general meeting a quorum is constituted if the following participate in person or via internet-based technology:
       1. Members holding 75% or more of the Total Voting Points; and
       2. the Chairperson OR Vice-Chairperson and Secretary or appointed proxy of the Committee.
    2. If within 30 minutes after the time specified for the holding of a general meeting in a notice given under Rule 18(5) or Rule 18(6):
       1. as a result of a request or notice referred to in Rule 18(1)(c) or as a result of action taken under rule 18(3) a quorum is not present, the general meeting lapses; or
       2. otherwise than as a result of a request, notice or action referred to in Rule 19(2)(a), the general meeting stands adjourned to the same time on the same day in the following week and to the same venue.
    3. If within 30 minutes of the time appointed by Rule 19(2)(b) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.
    4. The Chairperson may, with the consent of a general meeting at which a quorum is present, and must, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.
    5. There must not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.
    6. When a general meeting is adjourned for a period of 30 days or more, the Secretary must give notice under Rule 18 of the adjourned general meeting as if that general meeting were a fresh general meeting.
    7. At a general meeting:
       1. an ordinary resolution put to the vote will be decided by 50% or more of all of the Total Voting Points cast by the Association Members towards this resolution; and
       2. a special resolution put to the vote will be decided if it passed by 75% or more of Total Voting Points;
       3. A declaration by the Chairperson of a general meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with Rule 19(9).
    8. At a general meeting, a poll may be demanded by the Chairperson or by three or more members present in person or by proxy and, if so demanded, must be taken in such manner as the Chairperson directs.
    9. If a poll is demanded and taken under Rule 19(8) in respect of an ordinary resolution, a declaration by the Chairperson of the result of the poll is evidence of the matter so declared.
    10. A poll demanded under Rule 19(8) must be taken immediately on that demand being made.
    11. Following each general meeting, the Committee Secretary provides full Minutes of the meeting to all Members of the Association, including any resolutions as carried or not carried, within 14 days of the meeting.

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20. Minutes of meetings of Association
    1. The Secretary must cause proper Minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be published to all Members of the Association within 7 days after the holding of each general meeting or Committee meeting, as the case requires, via the Minutes area on the Association website.
    2. The Chairperson must ensure that the minutes taken of a general meeting or Committee meeting under Rule 20(1) are checked and signed as correct by the Chairperson, or delegate subject to Rule 13, presiding at a general meeting or Committee meeting on behalf of the Chairperson to which those minutes relate, or by the Chairperson of the next succeeding general meeting or Committee meeting, as the case requires.
    3. When minutes have been entered and signed as correct under this Rule, they are, until the contrary is proved, evidence that-
       1. the general meeting or Committee meeting to which they relate (in this Rule called "the meeting") was duly convened and held;
       2. all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and all appointments or elections purporting to have been made at the meeting have been validly made.

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21. Resolution by Circular
    1. An Ordinary resolution may be passed without a general meeting being held if the Association Members representing more than 50% of Total Voting Points either:
       1. sign a document containing a statement that they are in favour of the resolution set out in the document; or
       2. cast an electronic vote via the Association website in favour of the resolution set out on that website.
    2. A Special resolution may be passed by 75% of the members present and eligible to vote at a general meeting who:
       1. sign a document containing a statement that they are in favour of the resolution set out in the document; or
       2. cast an electronic vote via the Association website in favour of the resolution set out on that website.
    3. A resolution made pursuant to in Rule 21(1)(a):
       1. may be executed by counterparts (whether original or a copy transmitted by facsimile or email), all of which taken together constitute one and the same document;
       2. shall be taken to have been passed when Association Members representing more than 50% of Total Voting Points have signed and returned the document.
    4. A resolution made pursuant to in Rule 21(2)(a):
       1. may be executed by counterparts (whether original or a copy transmitted by facsimile or email), all of which taken together constitute one and the same document;
       2. shall be taken to have been passed when Association Members representing at least 75% of the members have signed and returned the document.
    5. A resolution made pursuant to in Rule 21(1)(b) shall be taken to have been passed when Association Members representing more than 50% of Total Voting Points have voted in favour of the resolution.
    6. A resolution made pursuant to in Rule 21(2)(b) shall be taken to have been passed when Association Members representing at least 75% of the members have voted in favour of the resolution.

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22. Voting rights of Members of the Association
    1. Association Members are allocated Voting Points proportional to their Membership level, where each Australian dollar paid for Membership per year equals one voting point.
    2. Voting points are used for all instances where Association voting or election activity occurs, including but not limited to voting on Ordinary resolutions and Special resolutions.
    3. A Member which is an organisation must appoint a natural person to represent it at general meetings. Typically this person would be the person who is the representative name on Association records.
    4. The Secretary must be notified in writing if the appointment made under Rule 22(3) is not the representative name on Association Membership register.
    5. The Secretary must be notified in writing whenever a new representative is appointed.

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23. Proxies of Members of Association
    1. A Member of the Association (in this rule called "the appointing Member") may appoint in writing to the Secretary another Member who is a natural person to be the proxy of the appointing Member and to attend, and vote on behalf of the appointing Member at, any general meeting, using the amount of Voting Points allocated to the appointing Member, subject to Rule 22(1).
    2. Any natural person cannot be appointed as proxy for more than one Member at a time.

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24. Rules of Association
    1. The Association may alter or rescind these Rules, or make rules additional to these Rules, in accordance with the procedure set out in sections 30, 31 and 33 of the Act, which is as follows-
       1. Subject to paragraphs (d) and (e) in this Rule, the Association may alter its Rules by Special resolution but not otherwise;
       2. Within one month of the passing of a Special resolution altering its Rules, or such further time as the Commissioner may in a particular case allow (on written application by the Association), the Association must lodge with the Commissioner notice of the Special resolution setting out particulars of the alteration together with a certificate given by a Member of the Committee certifying that the resolution was duly passed as a Special resolution and that the Rules of the Association as so altered conform to the requirements of this Act;
       3. An alteration of the Rules of the Association does not take effect until paragraph (b) is complied with;
       4. An alteration of the Rules of the Association having effect to change the name of the Association does not take effect until paragraphs (a) and (c) are complied with and the approval of the Commissioner is given to the change of name;
       5. An alteration of the Rules of the Association having effect to alter the objects or purposes of the Association does not take effect until paragraphs (a) and (c) are complied with and the approval of the Commissioner is given to the alteration of the objects or purposes.
    2. These Rules bind every Member of the Association and the Association to the same extent as if every Member and the Association had signed and sealed these Rules and agreed to be bound by all their provisions.

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25. Power to enter into contracts
    1. Contracts may be made by or on behalf of the Association.
    2. Where the Association is required to make a contract in writing, any person or persons authorised by the Association may execute that contract for and on behalf of the Association.
    3. A contract may be varied or rescinded by or on behalf of the Association in the same manner as it is authorised to be made.

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26. Inspection of records, etc. of Association
    1. The Committee is obliged to keep records of the financial position and activities of the Association This is the responsibility of the Secretary and Treasurer, subject to Rules 14(1)(d); 15(1)(d); and 15(1)(f).
    2. The Committee shall keep the books, documents and other data carriers as referred to in Rule 27(1) for seven years.
    3. A Member of the Association may at any reasonable time inspect without charge the books, documents, records and securities of the Association.

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27. Disputes and mediation
    1. The grievance procedure set out in this rule applies to disputes under these Rules between:
       1. a Member and another Member; or
       2. a Member and the Association; or
       3. if the Association provides services to non-Members, those non-Members who receive services from the Association, and the Association.
    2. The parties to the dispute must meet (in person, via telephone or via video conferencing facilities) and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
    3. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator (in person, via telephone or via video conferencing facilities).
    4. The mediator must be:
       1. a person chosen by agreement between the parties; or
       2. in the absence of agreement:
          1. in the case of a dispute between a Member and another Member, a person appointed by the Committee of the Association;
          2. in the case of a dispute between a Member or relevant non-Member (as defined by Rule 28(1)(c)) and the Association, a person who is a mediator appointed to, or employed with, a not-for-profit organisation.
    5. A Member of the Association can be a mediator.
    6. The mediator cannot be a Member who is a party to the dispute.
    7. The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
    8. The mediator, in conducting the mediation, must-
       1. give the parties to the mediation process every opportunity to be heard;
       2. allow due consideration by all parties of any written statement submitted by any party; and
       3. ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
    9. The mediator must not determine the dispute.
    10. The mediation must be confidential and without prejudice.
    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.

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28. Distribution of surplus property on winding up of Association
    1. If upon the winding up or dissolution 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 of the Association, 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.

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