| home | glossary | contact us |  |
|
Constitution of the Australian Viking Ships Museum, Inc The Museum is an income tax exempt charity and deductible gift recipient |
1.1 The name of the Association is the Australian Viking Ships Museum Association Inc. (in these Rules called “the Association”)
2. Objects of the Association
2.1 The objects of the Association are to –
(a) research the historical and cultural connections of those people associated with the original Viking ships and modern replicas and promote this information to relevant community, educational, and cultural groups
(b) collect, preserve and make accessible to the public objects and information related to Viking ships and replicas, the people who made them and their cultural context
(c) construct, sail, moor, store and maintain a replica of the Gokstad Viking longship
(d) engage professional ship-building and sea-faring expertise to facilitate the construction and sailing of replica Viking ships
(e) provide educational and adventure experiences in the sailing of Viking ships and in the cultural heritage of the original ship-builders and seafarers
(f) provide training in a range of construction skills, including carpentry, ship-building and project management
(g) facilitate the transfer of traditional skills from experienced workers to novices
(h) secure private and public financial and other support to enable the Association to fulfil these objects
(i) do all such other things as are conducive or incidental to the attainment of the above objects or any of them.
3. Functions and Powers
3.1
In seeking to achieve these objects, the Association may:
(a) hold conferences, seminars and meetings;
(b) produce publications;
(c) undertake research and studies and such other activities as are considered appropriate to the attaining of the objects;
(d) purchase, rent, lease, hire or otherwise acquire land, buildings, plant, furniture or other real or personal property;
(e) buy, sell, supply and deal in goods of all kinds;
(f) construct, maintain and alter buildings, ships or works;
(g) accept any gift, whether subject to a trust or not;
(h) borrow and raise money in such manner and on such terms as the Committee may think fit or as may be approved or directed by resolution passed at a general meeting and secure the repayment of money so raised or borrowed or the payment of a debt or liability of the Association by giving mortgages, charges or securities upon or over all or any of the real or personal property of the Association;
(i) invest any moneys of the Association in such manner as the Committee may from time to time determine;
(j) enter into any arrangements with any Government or authority, Federal, State, local or otherwise, that may seem conducive to attaining the Association’s objects or any of them and obtaining from such Government or authority any rights, privileges and concessions which the Association may think is desirable to obtain and carrying out, exercising and complying with such arrangements, rights, privileges and concessions;
(k) employ such persons as the Committee may deem desirable or expedient;
(l) do all such other lawful things as are incidental or conducive to the attainment of the objects of the Association.
4.1 In these Rules, unless the contrary intention appears –
“Act” means the Associations Incorporation Act 1981 of the State of Victoria
“Affiliate Member” means an organisation that is admitted to membership of the Association.
“Committee” means the Committee of Management of the Association.
“Financial Year” means the year ending on 30 June.
“General Meeting” means a general meeting of members convened in accordance with Rule14.
“Honorary Life Member” means a member who has rendered special or valuable services to the Association and in respect of whom a resolution conferring life membership has been passed at a general meeting of the Association on the recommendation of the Committee. A life member will be entitled without payment of any subscription or other monies to all privileges of a financial member of the Association.
“Individual Member” means a natural person who is admitted to membership of the Association.
“Regulations” means regulations made under the Act.
4.2 In these rules, a reference to the Secretary of the Association is a reference
(a) where a person holds office under these rules as Secretary of the Association - to that person; and
(b) in any other case, to the public officer of the Association.
4.3 Words or expressions contained in these Rules shall be interpreted in accordance with the Interpretation of Legislation Act 1984.
5.1 Individuals or organisations that support the objects of the Association shall be eligible for membership of the Association on payment of the entrance fee and annual subscription payable under these rules.
5.2 A person who is not a member of the Association at the time of the incorporation of the Association (or who was a member at that time but has ceased to be a member) shall not be admitted to membership unless –
(a) nominated as provided in sub-rule 5.3; and
(b) the Committee approves the admission as a member.
5.3 An individual or organisation that meets the requirements of sub-rule 5.1 may apply in writing to become a member of the Association, in the prescribed form set out in Appendix 1, addressed to the Secretary. An organisation applying for membership shall also include with the application a copy of the constitution or rules or such other documents as provide evidence of the interests and objects of the organisation.
5.4 As soon as is practicable after the receipt of a nomination, the Secretary shall refer the nomination to the Committee.
5.5 Upon a nomination being referred to the Committee, the Committee shall determine whether to approve or to reject the nomination. The Committee’s decision shall be final.
5.6 Upon a nomination being approved by the Committee, the Secretary shall notify the nominee in writing of the approval for membership of the Association. The Secretary shall also request payment within the period of 28 days after receipt of the notification of the sums payable under these rules as the membership entrance fee and the first year's annual subscription.
5.7 The membership of an individual or organisation admitted to membership of the Association under sub-rule 5.5 shall commence from the first day of the quarter in which the member was admitted.
5.8 The Secretary shall, upon payment of the amounts referred to in sub-rule 5.6 within the period referred to in that sub-rule, enter the nominee's name in the register of members and, upon the name being so entered, the nominee becomes a member of the Association.
5.9 A right, privilege, or obligation of a person or organisation by reason of membership of the Association -
(a) is not capable of being transferred or transmitted to another person or organisation; and
(b) terminates upon the cessation of membership whether by death of an individual, cessation of existence of an organisation or resignation or otherwise.
5.10 A member shall cease to be a member of the Association upon:
(a) dying;
(b) resigning from the Association in accordance with sub-rule 5.11
(c) in the case of an organisation, being wound up or ceasing to exist for any other reason
(d) being expelled from the Association
(e) no longer meeting the requirements of membership set out in sub-rule 5.1
(f) failing to meet financial obligations properly imposed, within six months of the imposition of those obligations (unless otherwise determined by the Committee).
5.11 A member may resign from the Association by giving notice in writing addressed to the Secretary and such resignation will take effect 14 days after receipt of such notice by the Secretary.
5.12 Resignation from the Association shall not absolve a member from any financial obligations duly imposed under these rules.
6. Register of Members
6.1 The Secretary shall maintain a register of members in which shall be recorded:
(a) the names and addresses of all persons or organisations that are members of the Association,
(b) the category of membership to which they were admitted,
(c) any changes of category during their membership of the Association,
(d) the dates of their admission to membership and
(e) the dates of any change of category of membership.
6.2 The Secretary shall delete from the Register of members the name of any person or organisation that ceases to be a member of the Association for any reason.
6.3 The presence or absence of a member’s name in the Register of Members shall be prima facie proof of that person’s or organisation’s membership of the Association or otherwise as the case may be.
6.4 The Register shall be available for inspection by members upon request.
7. Categories of membership
7.1 Members shall be admitted into one of the following categories:
(a) Affiliate member
(b) Individual member
(c) Honorary life member
(d) Patrons
(e) Such other classes of membership as the Committee determine from time to time
7.2 Natural persons who support the objects of the Association may be admitted as individual members.
7.3 Organisations, whether companies, incorporated or unincorporated associations or other legal entities that support the objects of the Association may be admitted as affiliate members.
7.4 Honorary life members shall be persons who have given outstanding service to the Association and who are elected to this category of membership by the members at an annual general meeting on the recommendation of the Committee.
7.5 Patrons shall be individuals who support the objects of the Association and who have made a substantial contribution to the Association through the donation of money, goods or services and who are admitted to this category of membership for one or more years at the sole discretion of the Committee.
9.1 An Affiliate member may designate a person to represent the organisation in the affairs of the Association and such a designated representative, while so designated, shall have the same rights and privileges as if he or she was an Individual Member.
9.2 Members shall have the right to attend and to speak at general meetings of the Association.
9.3 Members shall have the right to vote at general meetings of the Association, to be nominated for election to the Committee of the Association and to enjoy the benefit of membership that may from time to time be provided by the Association.
10. Membership and other Fees
10.1 The Committee of the Association may prescribe an entrance fee for persons or organisations joining the Association. Such fees shall be paid prior to the person or organisation being admitted to membership and accruing any of the rights and privileges of membership.
10.2 The Committee will determine membership fees. The fees for Individual and Affiliate Members shall be determined annually to apply for the following calendar year and may be set at different levels for different classes of members within each category. The fees for Patrons shall be determined annually and may at the discretion of the Committee be either a single donation or a series of donations of money, goods or services. No membership fees shall be payable by Honorary Life Members.
10.3 Annual membership fees become due and payable on the first day of the month in which the member was admitted to membership and on each anniversary thereafter. On request from an Affiliate Member, the Committee may agree that the membership fee due for a particular year may be paid in installments.
10.4 Where the membership fee for the current year or any installment has not been paid within three months of it being due, the rights and privileges of membership, including the right to vote, shall be suspended forthwith and shall remain suspended until the outstanding membership fee is paid in full.
10.5 Where the membership fee remains unpaid six months after falling due, the member shall cease to be a member of the Association and the member’s name will be removed from the Register of members.
10.6 A person or organisation whose membership has been terminated in the manner set out in sub-rule 10.5 and who subsequently wishes to resume membership of the Association shall make application as a new member and pay the outstanding fee for the year in which membership was terminated as well as any entrance fee and the membership fee for the current financial year prior to being admitted again as a member.
11.1 Where the Committee is of the opinion that a member has:
(a) persistently refused or neglected to comply with a provision of this Constitution and rules; or
(b) persistently and wilfully acted in a manner prejudicial to the interests of the Association,
the Committee may by resolution expel the member from the Association or suspend the member from such rights and privileges of membership of the Association as the Committee determines for a specified period of time.
11.2 Before adopting a resolution under sub-rule 11.1, the Committee shall make available to the member in question full details of the matters that have been taken into account by the Committee. The Committee shall also give the member an opportunity to present such evidence or argument concerning the matter as the member considers necessary at a time and place mutually convenient to the member and the Committee within 28 days of making the details available to the member.
11.3 Following the adoption of a resolution of the Committee under sub-rule 11.1, the Secretary shall, as soon as practicable, cause a notice in writing to be served on the member:
(a) setting out the resolution of the Committee and the grounds on which it is based;
(b) stating that the member may appeal against the decision of the Committee in writing addressed to the Secretary within 28 days of the service of the written notice from the Secretary.
11.4 If a member chooses to exercise this right of appeal, the resolution shall not take effect until the Association has considered the matter at its next general meeting.
11.5 In any appeal against a decision of the Committee to expel or suspend a member taken under sub-rule 11.1, the member shall have the right to make representation in writing. Such representation shall be made available to the members at the annual general meeting at which the matter is considered. The member shall also be entitled to be present and speak at the annual general meeting in relation to the matter.
11.6 If at the annual general meeting -
(a) two-thirds of the members vote in person or by proxy in favour of confirmation of the resolution, the resolution is confirmed; and
(c) in any other case, the resolution is revoked.
The decision of the annual general meeting on the appeal shall be final and no further appeal shall be allowed.
11.7 A member that has been expelled from the Association under sub-rule 11.6 may seek to be readmitted to membership on presentation of evidence satisfactory to the Committee that the matters that have led to the expulsion have been corrected or no longer apply.
12. Disputes and Mediation
12.1 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.
12.2 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 the parties.
12.3 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.
12.4 The mediator must be –
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement in the case of a dispute between a member and another member, a person appointed by the Committee of the Association;
(c) in the absence of agreement 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).
12.5 A member of the Association can be a mediator.
12.6 The mediator cannot be a member who is a party to the dispute.
12.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
12.8 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 throughout the mediation process.
12.9 The mediator must not determine the dispute.
12.10 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.
13. Income and Property
13.1 The income and property of the Association, however derived, shall be applied solely towards the promotion of the objects of the Association and no portion thereof shall be paid or transferred, directly or indirectly by dividend, bonus or otherwise to any member of the Association.
13.2 Nothing contained in sub-rule 13.1 shall prevent payment in good faith of remuneration to an employee or member of the Association, whether such employee or member is a member of the Committee or otherwise:
(a) in return for any services actually rendered to the Association
(b) for goods supplied in the ordinary and usual way of business
(c) as repayment for out-of-pocket expenses
(d) in payment of interest at a rate not exceeding the rate for the time being charged on overdrawn accounts by bankers in Australia, on money borrowed from any member of the Association
(e) as reasonable and proper rent for any premises or land or mooring let to the Association.
(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 the Association during the last preceding financial year;
(c) to elect officers of the Association and the ordinary members of the Committee; and
(d) to receive and consider the statement submitted by the Association in accordance with section 30 (3) of the Act.
14.5 The annual general meeting may transact special business of which notice is given in accordance with these Rules.
14.6 The annual general meeting shall be in addition to any other general meetings that may be held in the same year.
15.1 All general meetings other than the annual general meeting shall be called special general meetings.
15.2 The Committee may, whenever it thinks fit, convene a special general meeting of the Association and, where, but for this sub-rule, more than fifteen months would elapse between annual general meetings shall convene a special general meeting before the expiration of that period.
15.3 The Committee shall, on the requisition in writing of members representing not less than 10 per cent of the total number of members, convene a special general meeting of the Association.
15.4 The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.
15.5 If the Committee does not cause a special general meeting to be held within the month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months after that date.
15.6 A special general meeting convened by members in. pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and, all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.
15.7 Individual members, designated representatives of institutional members and honorary life members may vote at general meetings.
16.5 No general meeting shall be invalid by reason of non-receipt of notice by a member.
17.1 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 specially referred to in these rules as being the ordinary business of the annual general meeting shall be deemed to be special business.
17.2 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.
17.3 Ten members personally present (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
17.4 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 upon the requisition 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 person presiding 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.
17.5 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 5 members) shall constitute a quorum.
18. Presiding Member
18.1 The President, or in the President's absence, the Vice-President, shall preside at each general meeting of the Association.
18.2 If the President and the Vice-President are absent from a general meeting, the members present shall elect one of their number to preside at the meeting.
19. Adjournment
19.1 The person presiding at a general meeting at which a quorum is present may, with the consent of the majority of members present, 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.
19.2 Where a meeting is adjourned for fourteen days or more, the Secretary shall give written notice of the adjourned meeting to each member of the Association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
19.3 Except as provided in sub-rule 19.2, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
20. Voting and Decisions at General Meetings
20.1 Subject to sub-rule 20.6, a member is entitled to one vote on any question arsing at a general meeting of the Association.
20.2 A member may vote in person or by proxy.
20.3 A notice by a member appointing another member, as proxy must be in the form approved by the Committee as set out in Appendix 2.
20.4 Notice of appointment of a proxy shall be provided to the Secretary at least 24 hours prior to the date and time of the meeting in respect of which the proxy is appointed.
20.5 A member is not entitled to vote at any general meeting unless all moneys due and payable by the member to the Association have been paid.
20.6 In the case of an equality of voting on a question, the person presiding at the meeting is entitled to exercise a second or casting vote.
20.7 A question arising at a general meeting of the Association shall be determined on a show of hands of those present and entitled to vote and unless, before or on the declaration of the show of hands a poll is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute Book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
20.8 Where at a meeting a poll on any question is demanded by not less than five members present at the meeting, the poll shall be taken at that meeting in such manner as the presiding member may direct and the result of the poll shall be deemed to be a resolution of the meeting on that question.
20.9 A poll that is demanded on the election of the person to preside at the meeting or on a question of an adjournment shall be taken immediately and a poll that is demanded on any question shall be taken at such time before the close of the meeting as the person presiding may direct.
21 Committee of Management
21.1 The Committee of Management constituted as provided in sub-rule 23.1 shall manage the affairs of the Association.
21.2 The Committee-
(a) shall control and manage the business and affairs of the Association;
(b) may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association; and
(d) 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 the Association.
22. Officers of the Association
22.1 The officers of the Association shall be –
(a) a President;
(b) a Vice-President;
(c) a Treasurer; and
(d) a Secretary.
22.2 The provisions of Rule 24 so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-rule 22.1.
22.3 Each officer of the Association shall hold office until the annual general meeting next after the date of his or her election but is eligible for re-election.
22.4 In the event of a casual vacancy in any office referred to in sub-rule 22.1 the Committee may 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 the appointment.
23. Ordinary Members of Committee
23.1
Subject to section 23 of the Act, the Committee shall consist of-
(a) the officers of the Association; and
(b) three ordinary members
each of whom shall be elected at the annual general meeting of the Association in each year.
23.2 Each ordinary member of the Committee shall, subject to these Rules, hold office until the annual general meeting next after the date of election but is eligible for re-election.
23.3 In the event of fewer than the maximum number of ordinary Committee members being nominated and elected at a general meeting, the Committee may appoint a member or members of the Association to fill a vacancy or vacancies. A member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of appointment occurring in the office of an elected ordinary member of the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting next following the date of the appointment.
24. Election of Officers and Vacancy
24.1 A majority of members of the Committee of Management shall be persons who have a degree of responsibility to the public, as defined in Taxation Ruling TR 95/27 or as otherwise determined by the Commissioner of Taxation.
24.2 Nominations of candidates for election as Officers of the Association or as ordinary members of the Committee -
(a) shall be made in writing, signed by two members of the Association 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 of the Association not less than seven days before the date fixed for the holding of the annual general meeting.
24.3 If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected subject to the requirements of sub-rule 24.1 and further nominations shall be received at the annual general meeting. If the number of nominations received is equal to the number of vacancies to be filled, again subject to sub-rule 24.1, the persons nominated shall be deemed to be elected.
24.4 If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.
24.5 The ballot for the election of officers and ordinary members of the Committee shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.
24.6 A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for another office for election at the same election.
24.7 For the purposes of these Rules, the office of an officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member -
(a) ceases to be a member of the Association;
(b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code; or
(c) resigns from office by notice in writing given to the Secretary.
25. Proceedings of Committee
25.1 The Committee shall meet at least three times each calendar year at such place and such times as the Committee may determine.
25.2 The Committee may meet and vote by electronic means, including teleconferences and videoconferences and may take decisions by electronic mail vote.
25.3 Special meetings of the Committee may be convened by the President or by any four members of the Committee.
25.3 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.
25.4 Any four members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.
25.5 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 the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.
25.6 At meetings of the Committee,
a) the President or in the President's absence the Vice-President shall preside; or
b) if the President and the Vice President are absent, the members present shall choose such one of the remaining members of the Committee as is willing to preside.
25.8 Questions arising at a meeting of the Committee or of any subcommittee appointed by the 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.
25.9 Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
25.10 Subject to sub-rule 25.4, the Committee may act notwithstanding any vacancy on the Committee.
26. Secretary
26.1 The Secretary of the Association shall keep minutes of the resolutions and proceedings of each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present at committee meetings.
27. Treasurer
27.1 The Treasurer of the Association-
(a) shall collect and receive all moneys due to the Association and make all payments authorised by the Association; and
(b) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.
28. Removal of Member of Committee
28.1 The Association in general meeting may by resolution remove any member of the Committee before the expiration of the member's term of office and appoint another member in his or her stead to hold office until the expiration of the term of the first-mentioned member.
28.2 Where the member to whom a proposed resolution referred to in sub-clause (1) makes representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the Secretary or the President may send a copy of the representations to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.
29. Cheques
29.1 An officer of the Association and one other Committee member shall sign all cheques, drafts, bills of exchange, promissory notes and other negotiable instruments.
30. Gift Fund
30.1 The Association shall maintain a separate gift fund for receipt of gifts of money, property, trading stock, cultural gifts and bequests. Only gifts donated for the purpose of establishing, maintaining and operating a public museum or acquiring artefacts or museum exhibits shall be held in this fund.
30.2 Funds derived from membership fees, sponsorships or other commercial activities will form part of the Association’s general operating fund.
30.3 The Gift Fund will be under the control of the Committee and the management of this fund will conform to the requirements of the Commissioner of Taxation.
31. Audit of Accounts
31.1 The Association shall at its general meeting appoint a person who is not a member of the Committee and who has not prepared or assisted with the preparation of the accounts and who meets the requirements of the Act, to carry out an annual audit of its financial records and issue a certificate as to the correctness of such records. A separate certificate will be issued in respect of the Association’s Gift Fund
32. Seal
32.1 The Common Seal of the Association shall be kept in the custody of the Secretary.
32.2 The Common Seal shall not be affixed to any instrument except by the 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 of one member of the Committee and of the Public Officer of the Association.
33. Alteration of Constitution and Rules
33.1 These Rules and the objects of the Association shall not be altered except in accordance with the Act.
33.2 Proposed amendments to the constitution and rules must be made by at least two members and notified to the Secretary in writing, who shall be responsible for circulating any proposed amendments to the other members as soon as practicable after they have been received.
33.3 Any proposed amendment shall be discussed and may be decided at a general meeting of the Association which shall not take place until at least three months after the proposed changes have been notified to the members.
33.4 Amendments to the constitution and rules shall require the affirmative vote of at least three-quarters of the members present and voting.
33.2 The Secretary shall advise the Commissioner of Taxation within 28 days if the rules are changed in any material particular.
34. Notices
34.1 Except for the requirement in rule 16, any notice that is required to be given to a member by or behalf of the Association under these rules may be given by:
(a) delivering it to the member personally; or
(b) sending it by prepaid post addressed to the member at the member’s address shown in the Register of Members; or
(c) facsimile transmission, if the member has requested that the notice be given to him or her in this manner; or
(d) electronic transmission, if the member has requested that notice be given to him or her in this manner.
35. Winding Up or Cancellation
35.1 In the event that the Committee recommends the winding up of Association, the Committee will convene a general meeting. At this meeting, the Committee will submit a report giving reasons for winding up of the Association and the issue will be determined by a special resolution of the meeting. At least three quarters of members voting at this meeting must approve the special resolution.
35.2 If, upon winding up of the Association, there remains after satisfaction of its debts and liabilities any property whatsoever, this property will not be distributed amongst members of the Association but subject to sub-rule 35.4, will be given or transferred to some body or bodies having objects similar to the objects of the Association and whose Rules prohibit distribution of income and property among its or their members.
35.3 A three quarters majority of members at the general meeting convened for the purpose of winding up the Association will determine, subject to sub-rule 35.4, the body or bodies to whom any remaining Association property is to be transferred and, where more than one body is proposed, the proportions to be distributed to each nominated body.
35.4 If the Gift Fund is subject to winding up procedures or in circumstances where the endorsement of the Association as a deductible gift fund recipient is revoked, any surplus assets of the Gift Fund remaining after the payment of liabilities attributable to it shall be transferred to a fund, authority or institution to which income tax deductible gifts can be made. A three quarters majority of members at a general meeting convened for the purpose of winding up the Gift Fund will determine the relevant body or bodies to who the remaining Gift Fund assets are to be transferred or, where more than one body is proposed, the proportions to be distributed to each nominate body. Distribution of the assets of the Gift Fund alone and of itself will not result in the dissolution of the Association.
35.4 Upon distribution of all of the Association’s property in accordance with the outcome of the general meeting held in accordance with sub-rule 35.1, the Association will be dissolved.
35.5 In the event of cancellation of the incorporation of the Association in cases other than voluntary winding up, the assets of the Association shall be disposed of in accordance with the provisions of the Act.
35.6 The Commissioner of Taxation will be advised of the date of winding up of the Association or the date of cancellation of the incorporation of the Association within 28 days of either event occurring.
35.7 The liability of a member to contribute towards the payment of debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of the membership of the Association as required under rule 10 of this constitution and rules.
36. Custody of Records
36.1 Except as otherwise provided in these Rules, the Secretary shall keep in his or her custody or under his or her control all books, documents and securities of the Association.
36.2 All accounts, books, documents and securities of the Association shall be available for inspection by any member of the Association upon request.
Appendix 1
APPLICATION FOR MEMBERSHIP OF THE AUSTRALIAN VIKING SHIPS MUSEUM ASSOCIATION INC.
I,
.................................................................................................................
(Full name of applicant)
of
…………………………………………………………………………..
(Residential address)
.......................................................
(Occupation)
desire to become a member of
The Australian Viking Ships Museum Association
In the event of my admission as a member, I agree to be bound by the Rules of the Association for the time being in force.
Signature of Applicant
Date ..........................................................................
Signature of Seconder
.......…..
a member of the Association.
(Membership Number ………………….)
Appendix 2
FORM OF APPOINTMENT OF PROXY – AUSTRALIAN VIKING SHIPS MUSEUM ASSOCIATION
I, ...........................................................................................................................................
(Name)
of .........................................................................................................
being a member of the Australian Viking Ships Museum Association
(Membership Number ……………………..)
appoint .....................................................................................................
of ................................................................................................................................................
being a member of that Incorporated Association, as my proxy to vote for me on my behalf at the general meeting of the Association (annual general meeting or special general meeting, as the case may be) to be held on
...............................................................................................................20
and at any adjournment of that meeting.
My proxy is authorised to vote in favour of/ against (delete as appropriate) the following resolution (insert details)
Signed ..........
Date ....................................
The objects of the Association are to –
(j) research the historical and cultural connections of those people associated with the original Viking ships and modern replicas and promote this information to relevant community, educational, and cultural groups
(k) collect, preserve and make accessible to the public objects and information related to Viking ships and replicas, the people who made them and their cultural context
(l) construct, sail, moor, store and maintain a replica of the Gokstad Viking longship
(m) engage professional ship-building and sea-faring expertise to facilitate the construction and sailing of replica Viking ships
(n) provide educational and adventure experiences in the sailing of Viking ships and in the cultural heritage of the original ship-builders and seafarers
(o) provide training in a range of construction skills, including carpentry, ship-building and project management
(p) facilitate the transfer of traditional skills from experienced workers to novices
(q) secure private and public financial and other support to enable the Association to fulfil these objects
(r) do all such other things as are conducive or incidental to the attainment of the above objects or any of them.
