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Rules of Australian Public Access Network Association Incorporated - APANA^®

(Last updated - 2003 special general Meeting, 30 March 2003)

Australian Public Access Network Association Inc.

Index

RULE	DESCRIPTION

1.	Name
2.	Definitions
3.	Application for Membership
4.	Classes of Membership
5.	Rights of Membership
6.	Entrance Fee and Annual Subscription
7.	Register of Members
8.	Resignation of Membership
9.	Expulsion of Members
10.	Regions
11.	Annual Regional Meeting
12.	Special Regional Meeting
13.	Notice of Regional Meeting
14.	Regional Committees
15.	Proceedings at Regional Meetings
16.	Regional Meeting Chairperson
17.	Regional Meeting Adjournment
18.	Voting at Annual and Special Regional Meetings
19.	Proxies at Regional Meetings
20.	Election of Regional Committee Members
21.	Position on Regional Committee Declared Vacant
22.	Removal of a Member Of The Regional Committee
23.	Filling a Casual Vacancy on a Regional Committee
24.	Proceedings at Regional Committee Meetings
25.	The Regional Coordinator
26.	The Deputy Regional Coordinator
27.	Dissolution of a Region
28.	Annual General Meeting
29.	Special General Meeting
30.	Notice of General Meeting
31.	Proceedings at General Meetings
32.	Chairperson of General Meetings
33.	Adjournments of General Meetings
34.	Voting at General Meetings
35.	Proxies at General Meetings
36.	Management Committee
37.	Officers
38.	Election of Officers
39.	An Officer Position Declared Vacant
40.	Filling a Casual Officer Position Vacancy
41.	Election of Ordinary Members to The Management Committee
42.	An Ordinary Committee Member Position Declared Vacant
43.	Filling a Casual Ordinary Committee Member Vacancy
44.	Removal of a Member Of The Management Committee
45.	Proceedings of The Management Committee
46.	Duties of Committee Members
47.	The Secretary
48.	The Treasurer
49.	Funds
50.	Cheques
51.	Assets
52.	Custody of Records
53.	Seal
54.	Alteration of Rules and Statement of Purposes
55.	Notices
56.	Dissolution of APANA
57.	Disputes and Mediation

1.	NAME
	The incorporated association shall be known as APANA Incorporated, abbreviated hereinafter to APANA.

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2.	DEFINITIONS
2.1	In these Rules and associated policy documents, unless otherwise stated:

	"Committee" means the management Committee of APANA.

	"Financial year" means the year ending on 30 June.

	"General Meeting" means a general Meeting convened in accordance with Rule 29.

	"Mail" means any of the following methods of delivering written or printed material: electronic mail, facsimile, general post or public or private courier service.

	"Meeting" means any gathering of Members by personal presence, proxy, or telephonic means.

	"Member" includes a natural person together with other natural persons who are immediate Members of the same household, and any organisation, whether incorporated or unincorporated, together with persons associated with the organisation.

	"Member Access Site" is a not-for-profit hub operated by a Member of APANA for the benefit of other Members.

	"Ordinary Member" in the context of the Committee means a Member of the Committee who is not an Officer.

	"Person" includes a natural person, and any organisation whether incorporated or unincorporated.

	"Region" has the meaning set out in Rule 10.

	"Secret Ballot" means any form of voting that hides the identity of the voter and includes postal voting.

	"Show of hands" means any form of voting besides secret ballot.

	"Statement of Purposes" means the statement of purposes as required by the Act.

	"The Act" means the associations Incorporation Act 1981 (Vic).

	"The Regulations" means means regulations under The Act.

	"Writing" includes any of the following means of communication: hand written, typed original, facsimile or electronic mail.

2.2	In these Rules, a reference to the secretary is a reference:

		a.	where a person holds office under these Rules as secretary of APANA, to that person; and
		b.	in any other case, to the public officer of APANA.

2.3	Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Interpretation of Legislation Act 1984 (Vic) and the Act as in force from time to time.

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3.	APPLICATION FOR MEMBERSHIP
3.1	Any natural person or organisation (other than schools and government instrumentalities and agencies) whose constitution prohibits the distribution of profits among its Members, (hereafter referred to as a "non-profit organisation") who subscribes to the aims of APANA as embodied in the Statement of Purposes, who agrees to be bound by the Rules and regulations of APANA as amended from time to time and who has not been previously expelled from the association may apply to join APANA.
3.2	An application for Membership shall be in writing on a form approved by the Committee, shall provide such information as shall from time to time be prescribed by the Committee, and shall be accompanied by payment of the appropriate entrance fee plus annual Membership subscription.
3.3	All applications for Membership shall be lodged with the secretary or an appointee.
3.4	The Committee shall, within 14 days of the receipt of a valid Application for Membership, advise the applicant as to the acceptance or otherwise of the application, and if the application is not accepted, shall advise the applicant of the reasons therefore and return to the applicant any payment for Membership included with the application. Membership, if accepted, shall become valid from the date of notification of acceptance to the applicant, and shall continue for twelve months from that date.
3.5	The secretary shall enter, or cause to be entered, the nominee's name in the Register of Members.
3.6	Upon completion of the initial Membership period and any subsequent periods, Membership may be renewed for a further period of twelve months by payment of an additional annual Membership subscription.
3.7	Any Member may be nominated to the management Committee for consideration as an Honorary Life Member, by any two other financial Members of APANA. Such a Member of APANA shall be exempted from the payment of all current and future Membership fees by being voted an "Honorary Life Member of APANA" at a general Meeting of APANA, for which due notice has been given under Rule 30, and to which the management Committee or a regional Committee has recommended life Membership be granted to the candidate.

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4.	CLASSES OF MEMBERSHIP
4.1	There shall be two classes of Members, as follows:
	Ordinary Members being natural persons, including their immediate households, admitted to Membership in accordance with Rule 3.4. The person who signs the application form shall be the only person in the household who shall exercise voting rights and be responsible for ensuring its compliance with the Rules. An Ordinary Member shall be eligible for election or appointment to the management Committee or a Regional Committee;
	Corporate Members being non-profit organisations admitted to Membership in accordance with Rule 3.4. Every corporate Member shall, at the time of its application for Membership and each annual renewal, nominate a person who shall exercise voting rights on its behalf and be responsible for ensuring its compliance with the Rules. a corporate Member shall not be eligible for election or appointment to the management Committee or a Regional Committee.
4.2	All ordinary Members and Corporate Members whose Membership is current shall be entitled to cast one vote, providing it is a Meeting of APANA in which they are entitled to participate.

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5.	RIGHTS OF MEMBERSHIP
5.1	APANA from time to time may extend certain rights or privileges to Members. These are made at the behest of a general Meeting, the management Committee, a regional general Meeting or a Regional Committee of APANA, as each case dictates.
5.2	A right or privilege of Membership may, subject to applicable legislation, be bestowed on Members APANA wide or restricted to a particular Region or group of Members as determined from time to time by the relevant bodies in Rule 5.1.
5.3	APANA does not guarantee or warrant any rights and privileges of Membership and may suspend, alter, or cancel any such rights or privileges as it sees fit and circumstances dictate. APANA is not responsible for any compensation as a result of such cancellation, suspension or alteration to the rights and privileges of Membership.
5.4	The Member is obligated to use any rights and privileges of Membership granted by APANA in a manner that strictly abides with all relevant laws, regulations, ordinances and any other delegated legislation, of whatever character, as amended or varied from time to time, and in accordance with the Rules and other polices APANA promulgates from time to time.
5.5	The Member agrees at all times to indemnify APANA for any expenses, costs, damages, penalties, imposts and other liabilities APANA incurs from time to time, whether directly or indirectly, as a result of a Member exercising a right or privilege of Membership.
5.6	A right, privilege or obligation of a person by reason of his membership of APANA:

		a.	is not capable of being transferred or transmitted to another person;
			and
		b.	terminates upon the ceasation of his membership whether by resignation or otherwise.

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6.	ENTRANCE FEE AND ANNUAL SUBSCRIPTION
6.1	The management Committee shall determine before the commencement of each calendar year a scale of fees for entrance to APANA and for annual subscriptions for each class of Members to be applied during that calendar year.
6.2	In fixing the fees applicable in a Region, the Committee shall consider any recommendation from the regional Committee.

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7.	REGISTER OF MEMBERS
7.1	The secretary shall keep and maintain, or cause to be kept and maintained, a register of Members in which shall be entered the full name, address and date of entry of each Member.
7.2	The register shall be available for inspection by Members at the address of the Public Officer. Members may not make a copy of the register of Members except with the permission of the Committee, and on such terms and conditions as the Committee shall from time to time determine.

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8.	RESIGNATION OF MEMBERSHIP
8.1	A Member who has paid all moneys due and payable by the Member to APANA may resign from APANA by first giving one months notice in writing to the secretary and upon the expiration of that period of notice, the Member shall cease to be a Member.
8.2	Upon the expiration of a notice given under Rule 8.1, the secretary shall make in the register of Members an entry recording the date on which the Member by whom the notice was given ceased to be a Member.
8.3	APANA is at no time obliged to refund or otherwise provide any compensation for any entrance fee or annual subscription (or any part thereof) where the Member resigns his or her Membership of APANA under Rule 8, is expelled under Rule 9, or otherwise ceases to enjoy or otherwise exploit any of the rights or privileges of Membership.
8.4	A Member who has been unfinancial for more than one calendar month shall be deemed to have resigned his Membership.
8.5	Former Members who have resigned will be entitled to rejoin APANA on the same basis as new Members joining the association.

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9.	EXPULSION OF MEMBERS
9.1	Subject to these Rules, the Committee may by resolution expel, suspend for a specified period, or fine in accordance with the Regulations any Member of APANA if the Committee is of the opinion that the Member:

		a.	has refused or neglected to comply with these Rules; or
		b.	has been guilty of conduct unbecoming a Member or prejudicial to the interests of APANA; or
		c.	has breached any policies published by the Committee, including the Network Acceptable Use Policy (AUP).

	(The Regulations provide that the Committee of an incorporated association may impose a fine not exceeding $500.00 on a Member who commits a breach of the Rules of the incorporated association.)
9.2	Where the Committee passes a resolution under Rule 9.1 the secretary shall, as soon as practicable, cause to be served on the Member a notice in writing:

		a.	setting out the resolution of the Committee and the grounds on which it is based;
		b.	stating that the Member may address the Committee at a Meeting to be held not earlier than 14 and not later than 28 days after service of the notice;
		c.	stating the date, place and time of that Meeting; and
		d.	informing the Member that he may do one or more of the following:

				i.	Attend that Meeting;
				ii.	Give to the Committee before the date of that Meeting a written statement seeking the revocation of the resolution;
				iii.	Not later than 48 hours before the date of the Meeting, lodge with the secretary a notice to the effect that he wishes to appeal to a general Meeting of APANA against the resolution.

9.3	A resolution of the Committee under Rule 9.1

		a.	does not take effect unless the Committee, at a Meeting held not earlier than 14 and not later than 28 days after the service of a notice under Rule 9.2 confirms the resolution in accordance with this Rules;
			and
		b.	where the Member exercises a right of appeal to APANA under this Rules, does not take effect unless APANA confirms the resolution in accordance with this Rules.

9.4	At a Meeting of the Committee held in accordance with Rule 9.2, the Committee shall give the Member an opportunity to be heard; shall give due consideration to any written statements submitted by the Member; and shall by resolution determine whether to confirm or revoke the resolution.
9.5	Where the secretary receives a notice under Rule 9.2.d.(iii), he or she must notify the Committee and the Committee must convene a general Meeting to be held within 60 days from the date on which the secretary receives the notice.
9.6	At a general Meeting convened under Rule 9.5

		a.	no business other than the question of the appeal shall be transacted;
		b.	the Committee may place before the Meeting details of the grounds for the resolution and the reasons for passing the resolution;
		c.	the Member has an opportunity to be heard; and
		d.	the Members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked.

9.7	If at the general Meeting two-thirds of the Members vote in person or by proxy in favour of confirmation of the resolution, the resolution is confirmed; and in any other case, the resolution is revoked.

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10.	REGIONS
10.1	The special interests of groups of APANA Members shall be represented by arranging Members into Regions.
10.2	A Region of APANA must:

		a.	include at least five Members
		b.	nominate at least four Members prepared to form a regional Committee
		c.	establish a clear difference between the interests of the Members in the Region and Members in other Regions
		d.	provide a description of the Region which will allow the secretary to decide whether a Member should belong to the Region or not.

10.3	Any individual Member of APANA may:

		a.	choose which Region of APANA they wish to join
		b.	transfer from one Region of APANA to another
		c.	not belong to more than one Region at a time.

10.4

Upon the receipt of a petition so requesting from five (5) or more Members which satisfies the requirements of Rule 10.2, the management Committee will at its next Meeting determine whether the Region should be recognised and appoint an interim regional Committee and management Committee representative to serve until the holding of the first regional Meeting, which must be held within sixty (60) days of the Region being recognised by the Committee.

10.5

In the event of a dispute regarding the Membership of a Region, the management Committee shall intervene to resolve the dispute.

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11.	ANNUAL REGIONAL MEETING
11.1	Each Region of APANA shall in each calendar year convene an annual regional Meeting of all the Members in the Region.
11.2	The annual regional Meeting shall be held on such day as the regional Committee determines.
11.3	The annual regional Meeting shall be specified as such in the notice convening it.
11.4	The ordinary business of the annual regional Meeting shall be to:

		a.	confirm the minutes of the last preceding annual Meeting and of any special regional Meetings held since that Meeting;
		b.	receive from the regional Committee a report of the state of affairs in the Region;
		c.	elect the regional Committee;
		d.	elect the Region's representative to the management Committee in accordance with Rule 41.

11.5	The annual regional Meeting may transact special business of which notice is given in accordance with these Rules.
11.6	The annual regional Meeting shall be in addition to any special regional Meetings that may be held in the same year.

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12.	SPECIAL REGIONAL MEETING
12.1	Upon the receipt of a petition so requesting from twenty (20) Members of the Region, or half the Membership of the Region, (whichever number is less), the regional coordinator shall call a special regional Meeting for a date no later than one (1) calendar month after receipt of the petition.
12.2	The business of the Meeting shall be confined to matters described in the petition and to other matters specifically provided for in these Rules and recorded in the agenda in accordance with .
12.3	If the regional Committee does not cause a special regional Meeting to be held within one (1) month after the date on which the petition is sent to the address of the regional coordinator, one or more of the Members presenting the petition may convene a special regional Meeting to be held not later than three (3) months after the date of that petition.
12.4	A special regional Meeting convened by Members in pursuance of Rule 12.3 shall be convened, as closely as possible, in the same manner as those convened by the regional Committee. All reasonable expenses incurred in convening the Meeting shall be refunded by APANA to the persons incurring the expenses.
12.5	The regional Committee may resolve to call a special regional Meeting if the majority of Committee Members vote in favour of doing so at a duly constituted Meeting of the regional Committee.

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13.	NOTICE OF REGIONAL MEETING
13.1	The regional coordinator shall, at least fourteen days before the date fixed for holding a regional Meeting of APANA, shall mail or cause to be mailed to each Member of the association a notice stating the place, date and time of the Meeting and its agenda.
13.2	No business other than that set out in the notice convening the Meeting shall be transacted at the Meeting.
13.3	A Member desiring to bring any business before a Meeting may give notice of that business in writing to the regional coordinator, who shall include that business in the notice calling the next regional Meeting after the receipt of the notice.

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14.	NOTICE OF REGIONAL MEETING
14.1	The interests of the Members in a Region shall be represented by a regional Committee constituted as provided in Rule 14.3.
14.2	The regional Committee shall:

		a.	determine the interests of the Members of the Region
		b.	recommend to the management Committee all such acts and things as appear to the regional Committee to be necessary to promote the interests of the Members of the Region.

14.3	A regional Committee shall consist of:

		a.	a regional coordinator
		b.	a deputy regional coordinator
		c.	from two to four other Members

	each of whom shall be elected at the annual regional Meeting in each year.
14.4	Each Member of the regional Committee shall, subject to these Rules, hold office up to and including the conclusion of the annual regional Meeting next following the date of his appointment but is eligible for re-election.

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15.	PROCEEDINGS AT REGIONAL MEETINGS
15.1	All business that is transacted at a regional Meeting, and all business that is transacted at the annual regional Meeting with the exception of that specifically referred to in these Rules as being the ordinary business of the annual regional Meeting, shall be deemed to be special business.
15.2	No item of business shall be transacted at a regional Meeting unless a quorum of Members entitled under these Rules to vote is present during the time when the Meeting is considering that item.
15.3	Five Members personally present, being Members entitled under these Rules to vote, constitute a quorum for the transaction of the business of a regional Meeting.
15.4	If within half an hour after the appointed time for the commencement of a general Meeting, a quorum is not present, the Meeting if convened under the petition of Members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by written notice to Members given before the day to which the Meeting is adjourned) at the same place. If at the adjourned Meeting the quorum is not present within half an hour after the time appointed for the commencement of the Meeting, the Members present (being not less than three) shall be a quorum.

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16.	PROCEEDINGS AT REGIONAL MEETINGS
16.1	The regional co-ordinator, or in his absence, the deputy regional co-ordinator, shall preside as Chairman at each regional Meeting of APANA.
16.2	If the regional co-ordinator and deputy regional co-ordinator are absent from a regional Meeting, the Members present shall elect one of their number to preside as Chairman at the Meeting.

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17.	REGIONAL MEETING ADJOURNMENTS
17.1	The Chairman of a regional Meeting at which a quorum is present may, with the consent of the Meeting, adjourn the Meeting from time to time and place to place, but no business shall be transacted at an adjourned Meeting other than the business left unfinished at the Meeting at which the adjournment took place.
17.2	Where a Meeting is adjourned for 14 days or more, a like notice of the adjourned Meeting shall be given as in the case of the general Meeting.
17.3	Except as provided in Rules 17.1 and 17.2, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned Meeting.

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18.	VOTING AT ANNUAL AND SPECIAL REGIONAL MEETINGS
18.1	A question arising at a regional Meeting of APANA shall be determined on a show of hands unless a poll is demanded on or before the show of hands.
18.2	Where poll on a question is not demanded:

		a.	the Chairman should declare that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost;
		b.	an entry to that effect in the minute book of the association should be made as evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

18.3	If at a Meeting a poll on any question is demanded by not less than three Members, it shall be taken at that Meeting in such a manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the Meeting on that question.
18.4	A poll that is demanded on the election of a Chairman or on a question of an adjournment shall be taken forthwith, while a poll that is demanded on any other question shall be taken at such time before the close of the Meeting as the Chairman may direct.
18.5	Only Members of APANA in the Region shall be entitled to vote at annual regional Meetings and special regional Meetings.
18.6	Upon any question arising at a regional Meeting of APANA, each Member of the Region has one vote only.
18.7	All votes shall be given personally or by proxy.
18.8	In the case of an equality of voting on a question, the Chairman of the Meeting is entitled to exercise a second or casting vote.

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19.	PROXIES AT REGIONAL MEETINGS
19.1	Each ordinary Member in the Region shall be entitled to appoint another ordinary Member as his proxy by notice given to the regional co-ordinator no later than 24 hours before the time of the Meeting in respect of which the proxy is to be appointed.
19.2	The notice appointing the proxy shall include:

		a.	the name of the Member wishing to appoint the proxy;
		b.	the name of the proxy;
		c.	the date of the Meeting for which the proxy is appointed;
		d	a list of the resolutions on which the proxy is authorised to vote including, for each resolution, whether the proxy is to vote for or against that resolution; and
		e	the dated signature of the Member who wishes to appoint the proxy.

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20.	ELECTION OF REGIONAL COMMITTEE MEMBERS
20.1	Nominations of candidates for election as regional coordinator, deputy regional coordinator or as Members of the Committee shall:

		a.	be made in writing, signed by two Members in the same Region, and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
		b.	be delivered to the regional coordinator not less than seven days before the date fixed for the holding of the annual regional Meeting.

20.2	If insufficient nominations are received to fill all vacancies on the regional Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual regional Meeting.
20.3	If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
20.4	If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.
20.5	The ballot for the election of regional coordinator, deputy regional coordinator and Members of the regional Committee shall be conducted at the annual regional Meeting in such usual and proper manner as the regional Committee may direct.
20.6	While any Member may be nominated to more than one position, no person shall be elected to more than one position.
20.7	Ballots shall be determined in the following order: for regional coordinator, for deputy regional coordinator and lastly for ordinary regional Committee Members.

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21.	POSITION ON REGIONAL COMMITTEE DECLARED VACANT
	For the purposes of these Rules, the position of a Member of the regional Committee becomes vacant if the Member:

		a.	ceases to be a Member of APANA;
		b.	moves into another Region;
		c.	becomes an insolvent under administration, commits an act of bankruptcy or against whom a sequestration order is made within the meaning of the Corporations Law;
			or
		d.	resigns his office by notice in writing given to the secretary.

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22.	REMOVAL OF A MEMBER OF THE REGIONAL COMMITTEE
22.1	A special regional Meeting may by resolution remove any Member of the regional Committee before the expiration of his term of office and appoint another Member in his stead to hold office until the expiration of the term of the first-mentioned Member.
22.2	Where the Member to whom a proposed resolution referred to in Rule 22.1 makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that they be notified to the Members of APANA in the Region, the secretary or president may send a copy of the representations to each Member of APANA in the Region or, if they are not sent, the Member may require that they be read out at the Meeting.

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23.

FILLING A CASUAL VACANCY ON A REGIONAL COMMITTEE

In the event of a casual vacancy in any office referred to in Rule 14.3, the regional Committee will, within fourteen (14) days of the position becoming vacant, appoint any Member in the Region to fill the vacancy. If a position on a regional Committee is vacant for a period of more than fourteen (14) days, the management Committee will appoint a Member of the Region to fill the vacancy. a Member so appointed by the regional Committee or the management Committee may continue in office up to and including the conclusion of the annual regional Meeting next following the date of his appointment.

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24.	PROCEEDINGS AT REGIONAL COMMITTEE MEETINGS
24.1	The regional Committee shall meet at least three times in each year at such place and such times as the regional Committee may determine.
24.2	Regional Committee Meetings may be convened by the regional coordinator.
24.3	Notification of the time, place and agenda for each Meeting shall be mailed to each Member of the regional Committee by the regional coordinator at least seven days in advance.
24.4	Any three Members of the regional Committee constitute a quorum for the transaction of the business of a Meeting of the regional Committee.
24.5	No business shall be transacted 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 a time and place as decided by the regional coordinator.
24.6	Notification of the time and place of an adjourned Meeting shall be mailed to each Member of the Committee by the regional coordinator at least six days in advance.
24.7	At Meetings of the regional Committee the regional coordinator or in his absence the deputy regional coordinator shall preside.
24.8	Resolutions arising at a Meeting of the regional Committee or of any sub-Committee appointed by the regional Committee shall be determined on a show of hands or, if demanded by a Member, by a poll taken in such manner as the person presiding at the Meeting may determine.
24.9	Each Member of the regional Committee present at a Meeting of the regional Committee or of any sub-Committee appointed by the regional Committee (including the person presiding at the Meeting) is entitled to one vote and, in the event of an equality of votes on any resolution, the person presiding may exercise a second or casting vote.
24.10	Subject to Rule 24.4 the regional Committee may act notwithstanding any vacancy on the regional Committee.

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25.	THE REGIONAL COORDINATOR
25.1	The regional coordinator shall keep or cause to be kept full and correct minutes of all resolutions and proceedings at regional Meetings and regional Committee Meetings of APANA.
25.2	The regional coordinator shall conduct correspondence with the management Committee and Officers of APANA on behalf of the Region.
25.3	The regional coordinator shall, during his last month of office, provide the secretary with a written report on the state of affairs of APANA in his Region.
25.4	The regional coordinator shall keep or cause to be kept a register of Members in the Region who have custody of APANA assets. The register shall include the full name of the Member, the assets of which he has custody and the location of each asset. The regional coordinator will ensure that the treasurer is provided with a current copy of this register at all times.

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26.	THE DEPUTY REGIONAL COORDINATOR
	The deputy regional coordinator shall assume the duties of the regional coordinator when the regional coordinator is absent or otherwise unable to fulfil his duties.

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27.	DISSOLUTION OF A REGION
27.1	Upon receipt of a petition requesting the dissolution of a Region from thirty (30) or more Members of the Region, or half the Membership, (whichever number is less), the regional coordinator shall arrange for the question to be put to the Membership at a regional Meeting no later than one (1) month after the date that he receives the petition.
27.2	If three-quarters of the Members voting agree, the Region shall be dissolved.
27.3	If upon the dissolution of the Region there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the Members of the Region, but shall remain the property of APANA.

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28.	ANNUAL GENERAL MEETING
28.1	APANA shall within five months of the end of each financial year convene an annual general Meeting of its Members.
28.2	The annual general Meeting shall be held on such day as the Committee determines.
28.3	The annual general Meeting shall be specified as such in the notice convening it.
28.4	The ordinary business of the annual general Meeting shall be:

		a.	to confirm the minutes of the last preceding annual general Meeting and of any general Meeting held since that Meeting;
		b.	to receive from the Committee reports upon the transactions of APANA during the last preceding financial year;
		c.	to elect the Officers of APANA and the general Members of the Committee; and
		d.	to receive and consider the statement submitted by APANA in accordance with section 30(3) of the Act.

28.5	The annual general Meeting may transact special business of which notice is given in accordance with these Rules.
28.6	The annual general Meeting shall be in addition to any other general Meetings that may be held in the same year.

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29.	SPECIAL GENERAL MEETING
29.1	All general Meetings other than the annual general Meeting shall be called special general Meetings.
29.2	Upon the receipt of a petition so requesting from forty (40) or more Members, or half the Membership, (whichever number is less), the secretary shall call a special general Meeting of APANA for a date no later than two (2) calendar months after receipt of the petition. The petition may take the form of several like documents, which may be in electronic form, each signed by one or more Members making the requisition.
29.3	The business of the Meeting shall be confined to matters described in the petition and to other matters specifically provided for in these Rules and recorded in the agenda in accordance with Rule 30.
29.4	If the Committee does not cause a special general Meeting to be held within two months after the date on which the petition is sent to the address of the secretary, one or more of the Members presenting the petition may convene a special general Meeting to be held not later than four months after the date of that petition.
29.5	A special general Meeting convened by Members in pursuance of Rule 29.4 shall be convened, as closely as possible, in the same manner as those convened by the Committee. All reasonable expenses incurred in convening the Meeting shall be refunded by APANA to the persons incurring the expenses.

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30.	NOTICE OF GENERAL MEETING
30.1	The secretary shall, at least fourteen days before the date fixed for holding a general Meeting of APANA, shall mail or cause to be mailed to each Member of the association a notice stating the place, date and time of the Meeting and the nature of business to be transacted at the Meeting.
30.2	No business other than that set out in the notice convening the Meeting shall be transacted at the Meeting.
30.3	A Member desiring to bring any business before a Meeting may give notice of that business in writing to the secretary, who shall include that business in the notice calling the next general Meeting after the receipt of the notice.

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31.	PROCEEDINGS AT GENERAL MEETINGS
31.1	All business that is transacted at a special general Meeting, and all business that is transacted at the annual general Meeting with the exception of that specifically referred to in these Rules as being the ordinary business of the annual general Meeting, shall be deemed to be special business.
31.2	No item of business shall be transacted at a general Meeting unless a quorum of Members entitled under these Rules to vote is present during the time when the Meeting is considering that item.
31.3	Ten Members, or twenty percent of the Membership, whichever is less, personally present and being Members entitled under these Rules to vote, constitute a quorum for the transaction of the business of a general Meeting.
31.4	If within half an hour after the appointed time for the commencement of a general Meeting, a quorum is not present, the Meeting if convened under the petition of Members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by written notice to Members given before the day to which the Meeting is adjourned) at the same place. If at the adjourned Meeting the quorum is not present within half an hour after the time appointed for the commencement of the Meeting, the Members present (being not less than three) shall be a quorum.

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32.	CHAIRPERSON OF GENERAL MEETINGS
32.1	The president, or in his absence, the secretary, shall preside as Chairman at each general Meeting of APANA.
32.2	If the president and secretary are absent from a general Meeting, the Members present shall elect one of their number to preside as Chairman at the Meeting.

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33.	ADJOURNMENTS OF GENERAL MEETINGS
33.1	The Chairman of a general Meeting at which a quorum is present may, with the consent of the Meeting, adjourn the Meeting from time to time and place to place, but no business shall be transacted at an adjourned Meeting other than the business left unfinished at the Meeting at which the adjournment took place.
33.2	Where a Meeting is adjourned for 14 days or more, a like notice of the adjourned Meeting shall be given as in the case of the general Meeting.
33.3	Except as provided in Rules 33.1 and 33.2, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned Meeting.

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34.	VOTING AT GENERAL MEETINGS
34.1	A question arising at a general Meeting of APANA shall be determined on a show of hands unless a poll is demanded on or before the show of hands.
34.2	Where poll on a question is not demanded:

		a.	the Chairman should declare that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost;
		b.	an entry to that effect in the minute book of the association should be made as evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

34.3	If at a Meeting a poll on any question is demanded by not less than three Members, it shall be taken at that Meeting in such a manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the Meeting on that question.
34.4	A poll that is demanded on the election of a Chairman or on a question of an adjournment shall be taken forthwith, while a poll that is demanded on any other question shall be taken at such time before the close of the Meeting as the Chairman may direct.
34.5	Upon any question arising at a general Meeting of APANA, a Member has one vote only.
34.6	All votes shall be given personally or by proxy.
34.7	In the case of an equality of voting on a question, the Chairman of the Meeting is entitled to exercise a second or casting vote.

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35.	PROXIES AT GENERAL MEETINGS
35.1	Each ordinary Member shall be entitled to appoint another ordinary Member as his proxy by notice given to the secretary no later than 24 hours before the time of the Meeting in respect of which the proxy is to be appointed.
35.2	The notice appointing the proxy shall include:

		a.	the name of the Member wishing to appoint the proxy;
		b.	the name of the proxy;
		c.	the date of the Meeting for which the proxy is appointed;
		d.	a list of the resolutions on which the proxy is authorised to vote including, for each resolution, whether the proxy is to vote for or against that resolution;
			and
		e.	the dated signature of the Member who wishes to appoint the proxy.

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36.	MANAGEMENT COMMITTEE
36.1	The affairs of APANA shall be managed by a management Committee constituted as provided in Rules 36.3 and 36.4.
36.2	The Committee:

		a.	shall control and manage the business and affairs of APANA;
		b.	may, subject to these Rules, the regulations and the Act, exercise all such powers as may be exercised by APANA other than those powers and functions that are required by these Rules to be exercised by general Meetings of the Members of APANA; and
		c.	subject to these Rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of APANA.

36.3	Subject to section 23 of the Act, the management Committee shall consist of:

		a.	the Officers of APANA; and
		b.	not more than two ordinary Members from each Region of APANA.

36.4	No Member may hold more than one position on the management Committee at any given time.

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37.	OFFICERS
	The Officers of APANA shall be:

		a.	the president;
		b.	the secretary; and
		c.	the treasurer.

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38.	ELECTION OF OFFICERS
38.1	Nominations of candidates for election as Officers of APANA:

		a.	shall be made in writing, signed by two Members of APANA and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
		b.	shall be delivered to the secretary not less than seven days before the date fixed for the holding of the annual general Meeting.

38.2	If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general Meeting.
38.3	If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
38.4	If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.
38.5	The ballot for the election of Officers shall be conducted at the annual general Meeting in such usual and proper manner as the Committee may direct.
38.6	While any Member may be nominated to more than one office or position, no person shall be elected to more than one position. Ballots shall be determined in the following order: for president, for secretary, and for treasurer.
38.7	Each Officer of APANA shall, subject to these Rules, hold office until the annual general Meeting next after the date of his election but is eligible for re-election.

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39.	AN OFFICER POSITION DECLARED VACANT
	For the purposes of these Rules, the office of an Officer of APANA becomes vacant if the Officer:

		a.	ceases to be a Member of APANA;
		b.	becomes an insolvent under administration, commits an act of bankruptcy or against whom a sequestration order is made within the meaning of the Corporations Law; or
		c.	resigns his office by notice in writing given to the secretary.

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40.	FILLING A CASUAL OFFICER POSITION VACANCY
	In the event of a casual vacancy in the position of any Officer of APANA, the Committee will appoint one of its Members to the vacant office and the Member so appointed may continue in office up to and including the conclusion of the annual general Meeting next following the date of his appointment.

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41.	ELECTION OF ORDINARY MEMBERS TO THE MANAGEMENT COMMITTEE
41.1	Nominations of candidates as ordinary Members of the management Committee:

		a.	shall be made in writing, signed by two Members of the Region to which the candidate belongs and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
		b.	shall be delivered to the regional coordinator not less than seven days before the date fixed for the holding of the annual regional Meeting.

41.2	If insufficient nominations are received to fill the vacancies for that Region on the management Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general Meeting.
41.3	If the number of nominations received is equal to the number of vacancies to be filled for that Region, the persons nominated shall be deemed to be elected.
41.4	If the number of nominations exceeds the number of vacancies to be filled for that Region, a ballot shall be held.
41.5	The ballot for the election of ordinary Members of the management Committee shall be conducted at the annual regional Meeting in such usual and proper manner as the regional Committee may direct under Rule 18.
41.6	Each ordinary Member of the management Committee shall, subject to these Rules, hold office until the annual regional Meeting next after the date of his election but is eligible for re-election.

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42.	AN ORDINARY COMMITTEE MEMBER POSITION DECLARED VACANT
	For the purposes of these Rules, the office of an ordinary Member of the management Committee vacant if the Member:

		a.	ceases to be a Member of APANA;
		b.	becomes an insolvent under administration, commits an act of bankruptcy or against whom a sequestration order is made within the meaning of the Corporations Law;
		c.	resigns his office by notice in writing given to the secretary; or
		d.	is elected as an Officer of APANA.

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43.	FILLING A CASUAL ORDINARY COMMITTEE MEMBER VACANCY
	In the event of a casual vacancy occurring for an ordinary Member of the management Committee, the Committee may appoint an ordinary Member from the same Region of APANA to fill the vacancy. The Member so appointed shall hold office, subject to these Rules, until the conclusion of the annual regional Meeting next following the date of his appointment.

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44.	REMOVAL OF A MEMBER OF THE MANAGEMENT COMMITTEE
44.1	A general Meeting of APANA may by resolution remove any Member of the Committee before the expiration of his term of office and appoint another Member in his stead to hold office until the expiration of the term of the first-mentioned Member.
44.2	Where the Member to whom a proposed resolution referred to in Rule 44.1 makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that they be notified to the Members of APANA, the secretary or president may send a copy of the representations to each Member of APANA or, if they are not sent, the Member may require that they be read out at the Meeting.

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45.	PROCEEDINGS OF THE MANAGEMENT COMMITTEE
45.1	Subject to the requirements of this clause the Committee shall conduct its business in such a manner and at such times as the Committee may determine. The Committee shall meet at least three times in each year.
45.2	Meetings of the Committee shall be convened by the president or in his/her absence, the secretary.
45.3	Special Meetings of the Committee may be convened by the president or by any 4 of the Members of the Committee.
45.4	Notice shall be given to Members of the Committee of any special Meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a Meeting. Rule 45.7 does not apply to special Meetings of the Committee if all Members of the Committee have been personally contacted and informed of the nature of the business to be discussed and have agreed to the Meeting being held without the required three days notice.
45.5	In all proceedings of the Committee:

		a.	the president or in his absence the secretary shall preside; or
		b.	if the president and the secretary are absent, a Member of the Committee elected by the Members present shall preside.

45.6	Resolutions arising in the proceedings of the Committee or of any sub-Committee appointed by the Committee shall be determined by a poll taken in such manner as the Committee may determine.
45.7	Written notice of the Meeting and of each resolution before the Committee shall be mailed to the address of each Member of the Committee at least three days before the resolution is determined.
45.8	No resolution shall be determined unless at least one Officer has voted and the number of votes cast by regional representatives is greater than half of the total number of votes allotted to all regional representatives on the Committee.
45.9	The ordinary Members of the management Committee from a Region shall be collectively entitled to one vote for every Member belonging to that Region. The Officers of APANA shall each be entitled to votes equivalent to one quarter of the total number of votes allotted to all ordinary Members of the Committee.
45.10	Where an APANA Region is represented by more than one Member on the Committee, the vote to which the representatives of that Region are collectively entitled will be divided equally between the representatives of the Region.
45.11	At any proceedings of the Committee, a resolution shall be approved if the number of votes in favour exceeds the number of votes against the resolution.
45.12	In the event of an equality of votes on any resolution, the person presiding may exercise a casting vote.
45.13	Subject to Rule 45.8 the Committee may act notwithstanding any vacancy on the Committee.

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46.	DUTIES OF COMMITTEE MEMBERS
46.1	A Member or former Member of APANA must not knowingly or recklessly make improper use of his or her position in APANA; or information acquired by virtue of his or her position; so as to gain, directly or indirectly, any pecuniary benefit or material advantage for himself or herself or any other person, or so as to cause a detriment to APANA.
46.2	A Member of the Committee of APANA who has any direct or indirect pecuniary interest in a contract, or proposed contract, with APANA must disclose the nature and extent of his or her interest in the contract to the Committee and in the financial statements submitted to the next annual general Meeting.

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47.	THE SECRETARY
47.1	The secretary shall keep or cause to be kept full and correct minutes of all resolutions and proceedings at general Meetings of APANA.
47.2	The secretary shall keep or cause to be kept a full record of all resolutions reached by the management Committee of APANA.
47.3	The secretary shall conduct correspondence on behalf of APANA.
47.4	The secretary shall, during his last month of office, prepare a written report on the state of affairs of APANA for distribution to the Membership.

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48.	THE TREASURER
48.1	The treasurer shall keep or cause to be kept correct accounts and books and records showing the financial affairs of APANA.
48.2	Separate accounts shall be kept for the financial affairs of each Region of APANA.
48.3	The treasurer shall notify the president and secretary in writing of the usual location of said accounts, books and records whenever this location is changed.
48.4	The treasurer shall receive all fees and subscriptions and all other monies on account of APANA and provide receipts for the same. The treasurer shall deposit all monies received into a bank account maintained by APANA within fourteen days of receipt of the such monies.
48.5	The treasurer shall receive accounts for payment for services rendered to APANA, and as directed by the Committee arrange for payment from an APANA bank account.
48.6	The treasurer shall, during his last month in office, prepare or cause to be prepared a written report on the financial affairs of APANA for distribution to the Membership.
48.7	The accounts and books referred to in Rule 48.1 shall be available for inspection by Members.
48.8	The treasurer shall keep or cause to be kept a register of all assets owned by APANA.

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49.	FUNDS
	The funds of APANA shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines.

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50.	CHEQUES
	All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two Officers of APANA.

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51.	ASSETS
	All APANA assets and services are for the exclusive use of APANA Members. a Member may operate a Member Access Site for the benefit of fellow Members.

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52.	CUSTODY OF RECORDS
	Except as otherwise provided in these Rules, the secretary shall keep in his custody or under his control all books, documents and securities of APANA.

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53.	SEAL
53.1	The Common Seal of APANA shall be kept in the custody of the secretary.
53.2	The Common Seal shall not be affixed to any instrument except by authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either of two Members of the Committee or one Member of the Committee and the public officer of APANA.

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54.	ALTERATION OF RULES AND STATEMENT OF PURPOSES
54.1	Changes to these Rules or to the Statement of Purposes of APANA may be initiated at the request of a general Meeting, or by the Committee.
54.2	Proposed changes must be approved by a three-quarters majority of the Members who vote in a ballot at a general Meeting held specifically for this purpose.
54.3	If the proposed change fails to be approved, it may not be voted on again during the six months immediately following the conclusion of the ballot at which it was voted on.

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55.	NOTICES
55.1	A notice may be served by or on behalf of APANA upon any Member either personally or by sending it by mail to the Member at the address (appropriate for the mode of delivery) shown in the register of Members.
55.2	Where a document is properly addressed and mailed to a person, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the document would have been delivered in the ordinary course of mail.

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56.	DISSOLUTION OF APANA
56.1	Upon receipt of a petition requesting the dissolution of APANA from fifty (50) or more Members, or half the Membership, (whichever number is less), the secretary shall arrange for the question to be put to the Membership at a general Meeting no later than two (2) months after the date that he receives the petition.
56.2	If three-quarters of the Members voting agree, APANA shall be dissolved.
56.3	If upon the dissolution of APANA there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the Members, but shall be given or transferred to some public educational institution to be determined at or before the time of dissolution by resolution of the Membership.

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57.	DISPUTES AND MEDIATION
57.1	The grievance procedure set out in this Rule applies to disputes under these Rules between:

		a.	a Member and another Member; or
		b.	a Member and the association.

57.2	The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
57.3	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.
57.4	The mediator must be:

		a.	a person chosen by agreement between the parties; or
		b.	in the absence of agreement:

				i.	in the case of a dispute between a Member and another Member, a person appointed by the Committee of the association; or
				ii.	in the case of a dispute between a Member and the association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).

57.5	A Member of the association can be a mediator.
57.6	The mediator cannot be a Member who is a party to the dispute.
57.7	The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
57.8	The mediator, in conducting the mediation, must:

		a.	give the parties to the mediation process every opportunity to be heard; and
		b.	allow due consideration by all parties of any written statement submitted by any party; and
		c.	ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

57.9	The mediator must not determine the dispute.
57.10	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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Rules of Australian Public Access Network Association Incorporated - APANA^®