1.               Name

The name of the incorporated association is the Intellectual Disability Association of South Australia.

2.               Interpretation

2.1.           In these Rules:

2.1.1.       Accounting Standards means the Australian Accounting Standards as determined by the Australian Accounting Standards Board.

2.1.2.       Act means the Associations Incorporation Act 1985 (SA).

2.1.3.       Association means the Intellectual Disability Association of South Australia which is a Health Promotion Charity.

2.1.4.       Annual Financial Statements comprise an account of receipts and payments, a statement of income and expenditure and a statement of assets and liabilities of the Association (of applicable) and the Foundation and shall where applicable be prepared in accordance with the Accounting Standards.

2.1.5.       Annual General Meeting means the meeting of Members convened under Rule 8.1.

2.1.6.       Auditor means a person who is registered as an auditor under Part 9.2 of the Corporations Act 2001.

2.1.7.       Authorised Signatories means those Committee Members granted the authority in accordance with Rule 6.1.7.3 to sign cheques for and on behalf of the Association.

2.1.8.       Chairperson means the chairperson from time to time of the Committee appointed in accordance with the Rules.

2.1.9.       Commissioner means the Commissioner of Taxation, a Second Commissioner of Taxation or a Deputy Commissioner of Taxation for the purposes of the ITAA 97.

2.1.10.     Committee means the Committee responsible for managing and controlling the Association’s affairs as defined in Rule 6.1.1.

2.1.11.     Eligible Charity means a fund, authority or institution:

2.1.11.1. that is charitable at law; and

2.1.11.2.       gifts to which are deductible under item 1 of the table in section 30-15 of ITAA 97.

2.1.12.     General Meeting means a general meeting of Members of the Association convened in accordance with these Rules and includes the Annual General Meeting and any Special General Meetings.

2.1.13.     Health Promotion Charity means is a charitable institution whose principal activity is promoting the prevention or control of diseases in humans.

2.1.14.     ITAA 97 means the Income Tax Assessment Act 1997.

2.1.15.     Law means any law that governs the ‘tax exempt’ status or ‘deductible gift recipient’ status of the Trust including the ITAA 97, its regulations and any ancillary legislation.

2.1.16.     Member means a member of the Association.

2.1.17.     NCID means the National Council on Intellectual Disability.

2.1.18.     Non Financial Records comprise of the Association’s Constitution, the register of its Members, the minutes of all Committee meetings and general meetings, all correspondence entered into by the Association, the policies of the Association, records of any submissions made by or on behalf of the Association and records of any reports made by or on behalf of the Association.

2.1.19.     Objects means the objects of the Association as set out in Rule 3.

2.1.20.     Promoters means the individuals who attend the first meeting of the Association.

2.1.21.     Responsible Person means an individual who:

2.1.21.1.      performs a significant public function;

2.1.21.2.      is a member of a professional body having a code of ethics or rules of conduct;

2.1.21.3.      is officially charged with spiritual functions by a religious institution;

2.1.21.4.      is a director of a company whose shares are listed on the Australian Stock Exchange;

2.1.21.5.      has received formal recognition from government for services to the community; or

2.1.21.6.      is approved as a Responsible Person by the Commissioner.

2.1.22.      Secretary means the secretary of the Association from time to time appointed in accordance with the Rules.

2.1.23.     Special Resolution means a special resolution defined in the Act.

2.1.24.     Treasurer means the treasurer of the Association from time to time appointed in accordance with the Rules.

2.2.           In these Rules any word importing the masculine gender shall, as required, include the feminine gender.

2.3.           In these Rules any word importing the singular number shall, as required, include the plural number.

2.4.           If any provision of these Rules is void, illegal or unenforceable it may be severed without affecting any other remaining part of these Rules.

3.               Objects and Purposes of the Association

3.1.           The Association is a non-profit institution established for the principal objective of educating and informing the community of the rights of people with intellectual disability.

3.2.           The Association aims to:

Primary Objectives

3.2.1.       engaging in activities to raise community awareness of intellectual disability;

3.2.2.       providing broad based education to carers and service providers including health care works and other organisations to enable them to appropriately support people with intellectual disability; and

3.2.3.       promoting the rights of people with intellectual disability based on the United Nations Convention on the Rights of Persons with Disabilities;

Secondary Objectives

3.2.4.       to liaise with the NCID on issues of concern to people with intellectual disability in South Australia; and

3.2.5.       lobby NCID that its policy reflects the needs of to people with intellectual disability in South Australia

3.3.           To do all such things necessary to the attainment of the above objectives and purposes.

4.               Powers of the Association

4.1.           Subject to the Law and clauses 4.2, 4.3 and 4.4, the Association shall have all powers conferred by section 25 of the Act.

4.2.           Before any payment is made from the Association to a particular charitable fund or institution, the Committee must ascertain from the Australian Taxation Office that such fund or institution is an Eligible Charity.

4.3.           The Association shall only apply the assets and income of the Association in furtherance of the Objects and no distribution from the Association may be made to any Member or any person engaged by the Association to advise on the management of the assets and income of the Association.

4.4.           Any monies paid or accrued in the Association and not immediately applied to the furtherance of the Objects may not be invested otherwise than in a manner in which trustees are permitted  by an Act, a State Act, or a law of a Territory of the Commonwealth to invest such trust monies without special authorisation from the Australian Taxation Office and the Association may from time to time vary any investments as aforesaid or others of any nature hereby authorised and the Association shall not invest money in any other manner.

5.               Membership

5.1.           Application for Membership

5.1.1.       Any person who supports the Objects, and agrees to be bound by its Rules and who applies in writing for membership to the Association may, in the discretion of the Committee, be admitted as a Member.

5.1.2.       Upon acceptance by the Committee of any application for membership, the applicant will become a Member on payment of the annual subscription fee (or relevant portion calculated to the next 1 July following the application).

5.2.           Subscriptions

5.2.1.       The subscription fees for membership shall be such sum, if any, as the Committee determines from time to time.

5.2.2.       The subscription fees shall be payable annually on 1 July or at such other times as the Committee shall determine.

5.2.3.       The subscription fee is to be made payable to the Association.

5.2.4.       Any Member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a Member, provided that the Committee may reinstate such a person’s membership on such terms as it thinks fit.

5.3.           Resignation of a Member

5.3.1.       A Member may resign their membership from the Association by giving written notice thereof to the Secretary or Public Officer of the Association. 

5.3.2.       Any Member resigning from the Association in accordance with Rule 5.3.1 shall be liable for any outstanding subscriptions which may be recoverable as a debt due to the Association.

5.4.           Expulsion of a Member

5.4.1.       Subject to Rule 5.4.2 and giving a Member the opportunity to be heard or to make a written submission, the Committee may resolve to expel a Member upon a charge of engaging in conduct detrimental to the interests of the Association or that is likely to bring the Association into disrepute.

5.4.2.       Particulars of the charge must be communicated in writing to the Member at least 28 days before the Committee meeting at which the matter will be determined.

5.4.3.       The determination of the Committee must be communicated to the Member.  In the event of an adverse determination the Member will, subject to Rule 5.4.4 cease to be a Member of the Association 14 days after the Committee has communicated its determination to the Member.

5.4.4.       It shall be open to the Member to appeal to the Association in General Meeting against the expulsion.  The intention to appeal must be communicated to the Secretary or Public Officer in writing within 14 days after the Committee’s determination under Rule 5.4.1 has been communicated to the Member.

5.4.5.       In the event of an appeal under Rule 5.4.4 the appellant’s membership of the Association shall not be terminated unless the determination of the Committee to expel the Member is upheld by the Members in a General Meeting, after the appellant has been heard by the Members of the Association.  In such an event the membership will be terminated at the date of the General Meeting at which the determination of the Committee is upheld.

5.5.           Register of Members

5.5.1.       The Committee must keep a register of Members which must contain:

5.5.1.1.   The name and address of each Member;

5.5.1.2.   The date on which each Member was admitted to the Association;

5.5.2.       The Committee shall make the register of Members available for inspection by Members upon request.

5.5.3.       A Member shall be entitled to take a copy of the register of Members.

6.               The Committee

6.1.           Powers and Duties

6.1.1.       The affairs of the Association shall be managed and controlled by a Committee which in addition to any powers and authorities conferred by these Rules may exercise all such powers and do all such things:

6.1.1.1.   that are consistent in achieving the Objects; and

6.1.1.2.   are not by the Act or by these Rules required to be done by the Association in General Meeting.

6.1.2.       Subject to approval being required of the Members in General Meeting before the Association borrows any money or secures payment by a charge over the Association’s property, the Committee has the management and control of the funds and other property of the Association.

6.1.3.       The Committee shall have authority to interpret the meaning of these Rules and any other matter relating to the affairs of the Association on which these Rules are silent.

6.1.4.       The Committee shall appoint a Public Officer as required by the Act.

6.1.5.       The Committee must elect from its own members when a vacancy arises:

6.1.5.1.   A Chairperson, who must be a Responsible Person;

6.1.5.2.   A Secretary; and

6.1.5.3.   A Treasurer,

who shall then hold office until, whichever is first of:

6.1.5.4.   The first Committee meeting following the Annual General Meeting; or

6.1.5.5.   They resign their position by serving written notice to the Chairperson, Treasurer or Secretary, or

6.1.5.6.   They are no longer a Committee member; or

6.1.5.7.   They are no longer a Member.

when a vacancy is taken to arise.

6.1.6.       The Committee may request, in its discretion, any non-profit organisation to provide secretarial and treasury support, on such terms as it thinks fit, to the Association, the Committee and to any of its office bearers.

6.1.7.       The Committee may, at any time, in its discretion delegate or revoke, to the following Committee members the following powers or duties:

6.1.7.1.        to the Chairperson, or any other Committee member, the power to act as spokesperson for the Association to any third parties, provided that any statements made are in accordance with the policies of the Association.

6.1.7.2.        to the Treasurer, the duty and powers required to arrange and record all financial transactions of the Association which includes:

6.1.7.2.1.        making payments of any kind for the Association by cheque following authorisation by no less than two Authorised Signatories;

6.1.7.2.2.        collect and receive all moneys payable to the Association.

6.1.7.2.3.        making all financial records of the Association available for inspection by any Member;

6.1.7.2.4.        preparing and submitting a final report to the Committee on the Association’s finances; and

6.1.7.2.5.        preparing the Annual Financial Statements;

6.1.7.2.6.        ensuring that all Annual Financial Statements are prepared and audited following the end of the financial year.

6.1.7.3.        To four Committee members, the power to authorise payments made by the Association. 

6.2.           Appointment

6.2.1.       The Committee shall be comprised of no less than three Members and no more than seven Members and shall comprise of:

6.2.1.1.   a Chairperson, who must be a Responsible Person;

6.2.1.2.   Secretary; and

6.2.1.3.   Treasurer,

as elected by the Committee.

6.2.2.       A Committee member shall be a natural person.

6.2.3.       At least one half of the members of the Committee must be Responsible Persons.

6.2.4.       The first Committee of the Association shall be the Promoters.  The first Committee shall hold office until the first Annual General Meeting after incorporation.

6.2.5.       The Committee may appoint a person to fill a casual vacancy, and such a Committee member may hold office until the first Committee meeting following the Annual General Meeting.

6.2.6.       At the Annual General Meeting, all existing Committee members shall retire however shall be eligible to stand for re-election at the Annual General Meeting.

6.2.7.       A retiring Committee member will be eligible to stand for re-election without nomination, but no person not being a retiring Committee member will be eligible to stand for election unless a Member has nominated him at least twenty eight (28) days prior to the Annual General Meeting by delivering a written nomination to the Secretary. Such nomination must be signed by the Member nominating the nominee and the nominee himself.

6.2.8.       Subject to Rule 6.2.9, the Committee members shall be elected by majority vote at the Annual General Meeting.

6.2.9.       If only the required number of persons are nominated to fill the vacancies on the Committee, the Secretary must repost accordingly to the Members at the Annual General Meeting and the Chairperson must declare such persons as duly elected Committee members.

6.2.10.     If the requirement in Rules 6.2.1 and 6.2.3 are at any time not met the Committee must not exercise any discretion or power until the requirement is met or except:

6.2.10.1. for the purpose of exercising a statutory power to appoint a new or additional members of the Committee to fill the casual vacancies;

6.2.10.2. to protect the Association; or

6.2.10.3. in the case of urgency.

6.2.11.     If the requirement in Rules 6.2.1 and 6.2.3 at any time not met and if the Committee does not have or is unable to exercise a statutory power of appointing a new or additional Committee member as outlined in Rule 6.2.10, the Committee may by writing (by majority resolution) appoint a new or additional Committee member.

6.3.           Proceedings of Committee Meetings

6.3.1.       The Committee shall meet together for the dispatch of business at least four times per year.

6.3.2.       The Committee must meet within 14 days of the Association’s Annual General Meeting.

6.3.3.       A Committee meeting can be called by either:

6.3.3.1.   The Chairperson; or

6.3.3.2.   At least two Committee members,

writing to the Secretary and setting out the resolutions to be tabled at the Committee meeting and requesting that the Committee meeting be called in accordance with this Rule.  The Secretary must then call a Committee meeting within 14 days of receiving this notice.

6.3.4.       The Secretary or the Chairperson must circulate at least seven days before the Committee meeting notice of that meeting to all Committee members and the Association’s senior employee, if there is one.

6.3.5.       All resolutions of the Association at General Meeting are required to be tabled at the following Committee meeting.

6.3.6.       Questions arising at any Committee meeting are to be decided by a majority of votes, and in the event of equality of votes the Chairperson shall have a casting vote in addition to a deliberative vote.

6.3.7.       A quorum for a meeting of the Committee shall be one half of the Committee members and must contain at least 50% Responsible Persons.

6.3.8.       A Committee member having a direct or indirect pecuniary interest in a contract or proposed contract with the Association must disclose the nature and extent of that interest to the Committee as required by the Act, and shall not vote with respect to that contract or proposed contract.

6.3.9.       If the Association has a senior employee, that person may attend any Committee meetings but unless he or she is otherwise a Committee member he or she cannot vote on any resolutions of the Committee.

6.4.           Minutes of Committee Meeting

6.4.1.       Proper minutes of all proceedings of Committee meetings shall be recorded and entered within one month after the relevant meeting in minute books kept for the purpose by the Secretary.

6.4.2.       The Committee members must confirm any minute made under Rule 6.4.1 of the previous Committee meeting at the following Committee meeting.

6.4.3.       The minutes kept pursuant to Rule 6.4.1 must be signed by the Chairperson of the meeting at which the proceedings took place or by the Chairperson of the following meeting at which the minutes are confirmed.

6.4.4.       Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly  held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

6.5.           Disqualification of Committee members

6.5.1.       The office of a Committee member shall become vacant if the Committee member:

6.5.1.1.   Resigns from the Committee by delivering written notice either to the Chairman, Secretary or Treasurer; or

6.5.1.2.   Becomes disqualified from being a Committee member under the Act; or

6.5.1.3.   Is expelled or resigns as a member of the Association under these Rules; or

6.5.1.4.   Is permanently incapacitated by ill health; or

6.5.1.5.   Fails to attend at least three Committee meetings without an acceptable explanation to the Committee.

7.               The Seal

7.1.           The Association shall have a common seal upon which its corporate name shall appear in legible characters.  The seal shall not be used without the resolution of the Committee.

7.2.           The affixing of the seal must be witnessed by at least two Authorised Signatories and its every use must be recorded in the Association’s minute book by the Secretary.

7.3.           The seal must be kept in the custody of the Secretary.

8.               General Meetings

8.1.           Annual General Meetings

8.1.1.       The Committee shall call an Annual General Meeting once every financial year in accordance with the Act and these Rules.

8.1.2.       The first Annual General Meeting shall be held within 18 months following the incorporation of the Association, and thereafter within four months after the end of the financial year.

8.1.3.       The order of the business at the meeting shall be:

8.1.3.1.   The confirmation of the minutes of the previous Annual General Meeting and of any Special General Meeting held since that Meeting;

8.1.3.2.   The consideration of the accounts and reports of the Committee including:

8.1.3.2.1.     The Chairman’s report of the previous financial year; and

8.1.3.2.2.     The Treasurer’s report of the previous financial year and the financial budge of the current financial year;

8.1.3.2.3.     The reception of the Auditor’s report;

8.1.3.2.4.     The election of Committee members;

8.1.3.2.5.     If required by the Act, the appointment of the Association’s auditor;

8.1.3.2.6.     Any other business requiring consideration by the Association in General Meeting.

8.2.           Special General Meetings

8.2.1.       The Committee may call a Special General Meeting of the Association at any time.

8.2.2.       Upon a requisition in writing of Members with at least 25% of the votes which may be cast at a General Meeting, the Committee must within 28 days of the receipt of the requisition, convene a Special General Meeting for the purpose specified  in the requisition.

8.2.3.       Every requisition for a Special General Meeting shall be signed by the relevant Members and shall state the purpose of the meeting.

8.2.4.       If a Special General Meeting is not convened within 28 days, as required by Rule 8.2.2, the requisitionists, or at least 50% of their number, may convene a Special General Meeting.  Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the Committee, and for this purpose the Committee shall ensure that the requisitionists are supplied free of charge with particulars of the Members entitled to receive a notice of meeting.  The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.

8.3.           Notice of General Meetings

8.3.1.       At least 14 days notice of any General Meeting shall be given to Members in accordance with Rule 8.3.2 and displayed at the premises of the Association except for any General Meeting where a Special Resolution is to be tabled, in which case at least 21 days notice must be given.  The notice shall set out where and when the meeting will be held, particulars of the nature and order of the business to be transacted at the meeting and any Committee nominations.

8.3.2.       The Association shall give notice to any Member by serving the Member with the notice personally, or be sending it by post to the address appearing in the register of Members.

8.3.3.       Where notice is sent by post:

8.3.3.1.   The service is effected by properly addressing, prepaying and posting a letter or packet containing the notice; and

8.3.3.2.   Unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.

8.4.           Proceedings at General Meetings

8.4.1.       Either six members or two-thirds of the total number of members, whichever is less, present personally or by proxy shall constitute a quorum for the transaction of business at any General Meeting.

8.4.2.       It within 30 minutes after the time appointed for the meeting a quorum of Members is not present, a General Meeting convened upon the requisition of Members shall lapse.  In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the Members present shall form a quorum.

8.4.3.       Subject to Rule 8.4.4, the Chairperson shall preside as Chairperson at a General Meeting.

8.4.4.       If the Chairperson is not present within 30 minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the Members may choose either another Committee member or one of their own number to be the Chairperson of that meeting.

8.4.5.       The Chairperson may invite, in his or her discretion, persons with special interests or knowledge relevant to the Association to attend and speak at any General Meetings, but unless they are Members they are not entitled to vote on any of the questions.

8.5.           Voting at General Meetings

8.5.1.       Subject to these Rules, every Member has only one vote at a General Meeting.

8.5.2.       A question for decision at a General Meeting, other than a question which the Act or these Rules require to be passed by Special Resolution, must be determined by a simply majority of Members who vote in person or, where proxies are allowed, by proxy, at that General Meeting.

8.5.3.       A Member being a body corporate shall be entitled to appoint one person, who must not be a Member of the Association, by resolution of its board to represent it at a particular General Meeting or at all General Meetings.

8.5.4.       For the purposes of Rule 8.5.3 the representative shall be deemed to be a Member for all purposes until the authority to represent the corporate Member is revoked and given to the Secretary.

8.5.5.       Except when a secret ballot must be used or where a poll is demanded, a question for decision at a General Meeting shall be determined by a show of hands.

8.5.6.       A secret ballot must be used:

8.5.6.1.   For the election of members to the Committee; or

8.5.6.2.   For a motion of no confidence in a Committee member; or

8.5.6.3.   For a motion to uphold the expulsion of a Member of the Association by the Committee under Rule 5.4.5; or

8.5.6.4.   When demanded by a majority of Members on a show of hands.

8.6.           Poll at General Meeting

8.6.1.       If a poll is demanded by a majority of Members, then it must be conducted in a manner specified by the person presiding unless a majority of Members demand on a show of hands that it be conducted by secret ballot.  The result of the poll is the resolution of the meeting on that question.

8.6.2.       A poll is demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of business.

8.7.           Special and Ordinary Resolutions

8.7.1.       A Special Resolution is a special resolution as defined in the Act.

8.7.2.       An ordinary resolution is a resolution passed by a simple majority at a General Meeting.

8.7.3.       Unless these Rules or the Act otherwise provide, a question to be decided by the Members at General Meeting need only be resolved by ordinary resolution.

8.8.           Proxies

8.8.1.       A Member shall be entitled to appoint in writing a natural person who is also a Member to be their proxy, and attend and vote at any general meting of the Association.

8.8.2.       In order for the appointment of the proxy in accordance with Rule 8.8 to be valid, written appointment of proxy must be served on the Secretary at lease 2 days prior to the General Meeting.

9.               Minutes

9.1.           Proper minutes of all proceedings of General Meetings of the Association shall be entered within one month after the relevant meeting in minute books kept for the purpose by the Secretary.

9.2.           The Members must confirm any minute made under Rule 9.1 of the previous General Meeting.

9.3.           The minutes kept pursuant to Rule 9.1 must be signed by the Chairperson of the meeting at which the proceedings took place or by the Chairperson of the following meeting at which the minutes are confirmed.

9.4.           Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly  held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

10.             Dispute Resolution

10.1.        The dispute resolution procedure set out in this rule applies to disputes under these Rules between:

10.1.1.     a Member and another Member; or

10.1.2.     a Member and the Association.

10.2.        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.

10.3.        If the parties are unable to resolve the dispute at the meeting, of if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.

10.4.        For the purposes of Rule 10.3:

10.4.1.     the mediator must be a person chosen by agreement between the parties; or

10.4.2.     in the absence of an agreement being reached in accordance with Rule 10.4.1 the mediator must be:

10.4.2.1.      in the case of a dispute between a Member and another Member, a person appointed by the Committee; or

10.4.2.2.      in the case of a dispute between a Member and the Association, a person appointed by the President for the time being of the Law Society of South Australia (or paramount officer of any successor organisation).

10.4.3.     a Member can be the mediator;

10.4.4.     the Mediator cannot be a party to the dispute;

10.4.5.     The parties to the dispute must in good faith attempt to settle the dispute by mediation.

10.4.6.     The mediator in conducting the mediation must:

10.4.6.1.      give the parties to the mediation process every opportunity to be heard;

10.4.6.2.      allow due consideration by all parties of any written statement submitted by any party; and

10.4.6.3.      ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

10.4.6.4.      The mediator shall not have authority to determine the dispute.

10.5.        If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with these Rules (if applicable), the Act or otherwise at law.

10.6.        For the purposes of Rule 10 only, “Member” includes any person who was a Member not more than six months before the dispute occurred.

11.             Financial Matters and Record Keeping

11.1.        Source of Funds

The source of funds for the Association shall be annual subscription fees, donations, funds raised in fundraising activities und such other sources as determined by the Committee.

11.2.        Financial year

The first financial year of the Association shall be the period ending on the next 30 June following incorporation, and thereafter the financial year of the Association shall be a period of 12 months commencing on 1 July and ending on 30 June of each year.

11.3.        Accounts to be kept

The Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association in accordance with the Act.

11.4.        Accounts & Reports to be laid before Members

The Annual Financial Statements, together with the Committee’s statement and the Committee’s report and the auditor’s report on the accounts shall be laid before Members at the Annual General Meeting.

11.5.        Annual return

If required by the Act, an annual return shall be lodged with the relevant authority within the time period stipulated in the Act,.  A copy of the Annual Financial Statements, the auditor’s report, the Committee’s statement, and the Committee’s report shall be included in the annual return.

11.6.        Appointment of Auditor

11.6.1.     At each Annual General Meeting, the Members shall appoint a person to be Auditor of the Association for the purpose of auditing the Association.

11.6.2.     The Auditor shall hold office until the next Annual General Meeting and at the Meeting is eligible for re-appointment.

11.6.3.     If an Auditor is not appointed at the Annual General Meeting, then the Committee shall appoint an Auditor for the current financial year.

11.7.        Annual Audit

The Annual Financial Statement must be audited annually the Auditor.

11.8.        Non Financial Records

The Committee shall maintain the Non Financial Records of the Association up to date and in good order.

11.9.        Custody of Documents & Securities

The Secretary shall keep in his or her custody or under his or her control all books, documents and securities of the Association, except as otherwise provided in these Rules.

12.             Prohibition against securing profits for Members

The income and capital of the association shall be applied exclusively to the promotion of the Objects and no portion shall be paid or distributed directly or indirectly to the members except as bona fide remuneration of a Member for services rendered or expenses incurred on behalf of the Association.

13.             Winding Up

13.1.        Subject to Rule 13.2 the Association may be wound up in the manner provided for in the Act.

13.2.        The Association shall not be wound up except in accordance with the following procedure:

13.2.1.     A Special General Meeting for the Members of the Association must be called cor the purpose of considering whether or not the Association should be dissolved.

13.2.2.     Notwithstanding Rule 8.3.1 notice of this Special General Meeting must be given to Members at least 28 days in advance of the meeting and displayed at the premises of the Association for at least 28 days.

13.2.3.     The Members must approve at this Special General Meeting that the Association be wound up by Special Resolution.

14.             Application of Surplus Assets and Revocation of Deductible Gift Recipient Status

14.1      In the event that the Association is would up, dissolved or if the Association’s deductible gift recipient endorsement is revoked by the Australian Taxation Office, the following assets and income remaining  after the payment of the Association’s liabilities shall be transferred to another fund, authority or institution to which  income tax deductible gifts can be made:

14.1.1  gifts of money or property for the Objects;

14.1.2  contributions made in relation to an eligible fundraising event held for the Objects; and

14.1.3  money received by the Association because of such gifts and contributions.

14.2      Subject to Rule 14.1, in the event of the Association being wound up or dissolved, the amount that remains after such winding up or dissolution and the satisfaction of all debts and liabilities shall be transferred to another organisation with similar purposes to the Association which is not carried on for the profit or gain of its individual members.

15.             Rules

15.1.        Subject to Rule 15.2, these Rules may be altered (including an alteration to the Objects) by Special Resolution of the Members.  This includes rescission or replacement by substitute Rules.

15.2.        These Rules shall not be able to be amended if such amendment will result in the Association to lose its “tax exempt” status or “deductible gift recipient” status.

15.3.        The alteration shall be registered with the relevant authority, as required by the Act.

15.4.        The registered Rules shall bind the Association and every Member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

 

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Public Officer

Intellectual Disability Association of South Australia