Rules of Incorporation

Last Amended: 21 November 2007

Rule 1

NAME OF ASSOCIATION The name of the Incorporated Association is Electronic Frontiers Australia Incorporated referred to in these rules as 'the Association'.

Rule 2

DEFINITIONS In these rules, unless the contrary intention appears -

'board'
means the Board of Management of the Association;
'meeting'
means a general meeting of members of the Association convened in accordance with these rules;
'member'
means an ordinary member, associate member and an affiliate member;
'ordinary member'
means a member of the Association under rule 5(2), whose membership has not terminated under Rule 6(4), Rule 7 or Rule 8;
'associate member'
means a member of the Association under rule 5(3), whose membership has not terminated under Rule 6(4), Rule 7 or Rule 8;
'affiliate member'
refers to a financial member of a associate member;
'signature' or 'signed'
refers to a handwritten signature, a PGP signature, or a typewritten signature submitted from the member's electronic mail address as recorded in the Register of Members and verified by subsequent electronic mail;
'Special General Meeting'
means any general meeting of the Association, other than the Annual General Meeting;
the 'Act'
means the South Australian Associations Incorporation Act, 1985 (available from State Information (South Australia));
'Executive'
means the Chair, Vice-Chair, Treasurer and Secretary

Rule 3

OBJECTS AND PURPOSES

  1. To protect and promote the civil liberties of users of computer based communications systems and of those affected by their use.
  2. To advocate the amendment of laws and regulations in Australia and elsewhere which restrict free speech and unfettered access to information.
  3. To educate the community at large about the social, political, and civil liberties issues involved in the use of computer based communications systems.
  4. To support, encourage and advise on the development and use of computer based communication systems, and related innovations.
  5. To research and advise on the application of the law (both current and proposed) to computer based communication systems and related technologies.


The assets and income of the Association shall be applied solely in the furtherance of the above objects and no portion shall be distributed directly or indirectly to any of the members or any associates of any of the members except as bona fide compensation for services rendered or expenses incurred on behalf of the organisation.

Rule 4

POWERS For the purpose of carrying out its objects, the Association may, subject to the Act and these rules:

  1. acquire, hold, deal with, and dispose of, any real or personal property; and
  2. administer any property on trust; and
  3. open and operate bank accounts; and
  4. invest the associations moneys in any security in which trust moneys may, by Act of Parliament, be invested; and
  5. borrow money upon such terms and conditions as the association thinks fit; and
  6. give such security for the discharge of liabilities incurred by the association as the association thinks fit; and
  7. appoint agents to transact any business of the association on its behalf; and
  8. enter into any other contract it considers necessary or desirable.

Rule 5

MEMBERSHIP

  1. There shall be three (3) classes of membership of the Association.
  2. Any natural person who supports the Objects and Purposes of the Association may apply for membership of the Association. The application for membership shall be made in writing, signed by the applicant, and shall be in such form as the Board shall prescribe from time to time. Upon the acceptance of the application by the Board and upon payment of the first annual subscription the applicant shall be an ordinary member of the Association.
  3. Any unincorporated or non-profit organisation, body corporate or business partnership, which supports the Objects and Purposes of the Association may apply for Associate Membership of the Association. The application for membership shall be made in writing, signed by a registered officer of the organisation, body corporate or business, and shall be in such form as the Board shall prescribe from time to time. Upon the acceptance of the application by the Board and upon payment of the subscription fee the applicant shall be an Associate Member of the Association.
  4. All financial members of an Associate member shall be Affiliate members of the Association.

Rule 6

SUBSCRIPTIONS

  1. The subscription fees for each class for membership shall be determined by the Board.
  2. Subscription fees shall be due on 1 July.
  3. The Board may determine grounds for waiving, or payment at a reduced rate of any annual subscription.

Rule 7

CESSATION OF MEMBERSHIP

  1. A member of the Association may resign from it by giving written notice to the Secretary.
  2. A member of the Association shall cease to be a member -
    1. if the member dies; or
    2. if the member is a body corporate, upon being wound up in accordance with the legislation under which it was incorporated; or
    3. if the member is an unincorporated association or business partnership, upon the dissolution of that association or partnership; or
    4. if the member is expelled under these rules.
  3. Any member whose subscription is outstanding on 30 September shall cease to be a member of the Association.

Rule 8

EXPULSION OF A MEMBER

  1. Subject to giving a member an opportunity to be heard or to make a written submission, the Board may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Association.
  2. Particulars of the charge shall be communicated to the member at least one calendar month before the meeting of the Board at which the matter will be determined.
  3. The determination of the Board shall be communicated to the member, and in the event of an adverse determination the member shall subject to subrule (4) cease to be a member 14 days after the Board has communicated its determination to him / her.
  4. It shall be open to a member to appeal to a general meeting of the Association against the expulsion. The intention to appeal shall be communicated to the Secretary of the Association within 14 days after the determination of the Board has been communicated to the member.
  5. In the event of an appeal under subrule (4) the appellant's membership of the Association shall not be terminated unless the determination of the Board to expel the member is upheld by the members of the Association at a general meeting after the appellant has been heard, and in such event membership will be terminated at the date of the Special General Meeting at which the determination of the Board is upheld.

Rule 9

THE BOARD

  1. The affairs of the Association shall be managed by a Board established under these rules.
  2. The Board may, subject to these rules and the Act -
    1. exercise either directly or by delegation all powers and functions of the Association (as outlined by Rule 4), except those reserved to be exercised by a general meeting; and
    2. perform all such lawful acts as it considers necessary or desirable to achieve the purposes of the Association.
  3. The Officers of the Association shall be a Chair, a Vice-Chair, a Treasurer and a Secretary.
  4. The Board shall comprise of the Officers of the Association and six (6) ordinary members.
  5. Board Members elected by an Annual General Meeting shall take office at the conclusion of the Annual General Meeting.
  6. Officers of the Association shall be appointed by resolution of the Board following an Annual General Meeting.
  7. The Board may appoint a natural person to fill a casual vacancy and such a person shall hold office until the next Annual General Meeting, where the position shall be filled in accordance with rule 10(9). Such a Board Member shall take office immediately upon appointment.
  8. The Board may co-opt up to three members who shall have full voting rights on the Board. Such members shall retire at the next Annual General Meeting and shall be eligible for reappointment.

Rule 10

ELECTIONS

  1. At each Annual General Meeting, sufficient Board Members shall retire to ensure that five Board positions are available for election.
  2. Board Members shall retire in rotation as determined by the Board.
  3. A retiring Board Member shall be eligible to stand for re-election.
  4. Notice shall be given to all members of the Association calling for nominations for the election of Board Member positions. This notice shall be given to all members at least forty-two days prior to the AGM. Nominations for all positions shall close twenty-eight days prior to the Annual General Meeting.
  5. Notice of all persons seeking election to the Board shall be given to all members of the Association with the notice calling the meeting at which the election is to take place.
  6. In the event of more nominations being received than available positions, a secret ballot, as determined by the Board, shall be held, with the results being announced at the Annual General Meeting.
  7. If only the required number of persons are nominated to fill existing vacancies, the Secretary shall report accordingly to the Annual General Meeting, and the chair of the meeting shall declare such persons duly elected as Board Members.
  8. In the event that there remain positions for election for which there is no nomination at the time of closing of nominations, the chair of the meeting can call for nominations for those positions from the floor at the AGM.
  9. In the event of a casual vacancy occuring with a position part way through a term, an election shall be held at the next AGM to fill the position for the remaining term of that office.

Notes:
Above results in:
42 days before AGM: Call for nominations
28 days before AGM: Nominations close
21 days before AGM: Notice of meeting issued together with details of nominees.

Rule 11

DISQUALIFICATION OF BOARD MEMBERS A position on the Board shall become vacant if a Board Member is:

  1. disqualified by the Act;
  2. expelled under these rules;
  3. permanently incapacitated by ill health and unable to participate in board meetings;
  4. absent without apology from more than three consecutive Board meetings, or more than three Board meetings between each Annual General Meeting;
  5. no longer the duly appointed representative of an Associate Member.

Rule 12

PROCEEDINGS OF THE BOARD

  1. The Board shall meet at intervals of no longer than 60 days, at such times and places as it determines.
  2. A member of the Board having a pecuniary interest in a contract with the Association must disclose that interest to the Board as required by the Act, and shall not vote with respect to that contract.

Rule 13

FINANCES

  1. The financial year for the Association shall be from 1 July to 30 June.
  2. The Board shall be responsible for keeping a correct and up-to-date accounting record with full details of all receipts and expenditure connected with the work of the Association.
  3. The Treasurer shall present to each meeting of the Board a true and correct financial statement.
  4. This financial statement, or summary of the financial statement, shall form a part of the minutes of the meeting at which it is presented.
  5. The accounts of the Association shall be published from time to time, as the Board determines.

Rule 14

FUNDS The funds of the Association shall be derived from annual subscriptions, donations and other sources as the Board determines.

Rule 15

RULES

  1. Subject to approval by a resolution of the members of the Association at a Special General Meeting or Annual General Meeting, these rules may be altered (including any alteration to name), or be rescinded and replaced by substituted rules. Such alteration shall be registered with the Commission as required by the Act.
  2. The registered rules shall bind the Association and every member to the same extent as if they had respectively signed and sealed them, and agreed to be bound by all the provisions thereof.

Rule 16

THE SEAL

  1. The Association shall have a common seal upon which its corporate name shall appear in legible characters.
  2. The seal shall not be used without the express authorisation of the Board, and every use of the seal shall be recorded in the minute book of the Association. The affixing of the seal shall be witnessed by two Board members.
  3. The seal shall be kept in the custody of the Secretary or such other person as the Board may from time to time decide.

Rule 17

ANNUAL GENERAL MEETINGS

  1. The Board shall in each calendar year (and within five (5) months after the end of the financial year) convene an Annual General Meeting of the Association's members.
  2. The ordinary business of the Annual General Meeting shall include -
    1. confirmation of the minutes of the previous Annual General Meeting and of any Special General Meetings held since that meeting;
    2. to receive and consider reports from the Board for the financial year just ended;
    3. the Chair's report;
    4. the annual financial statements;
    5. the auditor's report;
    6. the election of Board Members;
    7. the appointment of the auditor for the current financial year;
    8. business of which notice has been given.
  3. The Annual General Meeting may transact special business of which notice is given in accordance with the rules.
  4. The Annual General Meeting shall be in addition to any other Special General Meetings held during the year.

Rule 18

NOTICE OF MEETINGS

  1. The Board may call a Special General Meeting of the Association at any time.
  2. Notice in writing of all Annual General Meetings or Special General Meetings shall be forwarded to all members of the Association at least twenty-one (21) days prior to the meeting. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
  3. The Secretary must notify all Board Members at least seven (7) days prior to a Board meeting.
  4. Where the Chair considers the matter(s) to be discussed as urgent, effective notice of meeting may be given to all Board Members by any form of communication at least twenty-four (24) hours prior to the meeting.
  5. A notice may be given by the Association to any member by serving the member with the notice personally, or by sending it by post or email to the address appearing in the register of members.
  6. Where a notice is sent by post, service of the notice shall be deemed to be effected if it is properly addressed and posted to the member by ordinary prepaid mail.
  7. Where a notice is sent by email, service of the notice shall be deemed to be effected if it is properly addressed.
  8. Upon a requisition in writing of not less than one tenth of the total number of members of the Association, the Board shall within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.
  9. Every requisition for a Special General Meeting shall be signed by the members making the same and shall state the purpose of the meeting.
  10. If a Special General Meeting is not convened within one month as required by subrule (8) the requisitionists may convene a Special General Meeting. Such a meeting shall be convened in the same manner as a meeting convened by the Board, and for this purpose the Board 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.

Rule 19

MEETING PROCEDURE

  1. Meeting procedure shall be determined by the chair of the meeting (providing that a meeting may by motion dissent from any ruling of the chair).
  2. Where the Chair or the Vice-Chair is absent from a meeting, the members present shall appoint one of their number to preside at that meeting.
  3. Quorums shall be -
    1. at an Annual General Meeting or Special General Meeting, ten (10) members, of whom not less than three (3) shall be current Board Members;
    2. at Board meetings, four (4) members including at least one (1) member of the Executive;
    3. at Working Party or Committee meetings, one half of the membership of the committee or working party.
  4. If there is no quorum present after thirty (30) minutes from the notified commencement time of the meeting, the chair of the meeting shall have the power to reconvene the meeting on the same day, time and place in the following week. In the event of a meeting convened upon the requisition of members, the meeting shall be deemed to have lapsed.
  5. The chair of the meeting may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
  6. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting.

Rule 20

MINUTES

  1. Minutes recording the resolutions and proceedings of each meeting transacting Association business shall be prepared within 60 days after the relevant meeting and kept by the Secretary in a central location. Minutes must record the names of persons present at each meeting.
  2. A resolution accepting the minutes as being true and correct, at a subsequent Board or Annual General meeting, shall until the contrary is proved be evidence that the meeting was convened and duly held. Following acceptance of this resolution, the chair of the meeting shall sign the true and correct copy of the minutes and store them as set out in subrule 1.

Rule 21

VOTING

  1. Subject to these rules each ordinary member and representative of an Associate Member appointed under Rule 21(2) present at a meeting shall be entitled to one vote.
  2. An Associate member shall be entitled to appoint up to two (2) Affiliate Members to represent it at a particular meeting or at all meetings of the Association. These persons shall be appointed by the Associate member by a resolution of its board which shall be authenticated under its seal. Such persons shall be deemed to be members of the Association for all purposes until the authority to represent the Associate member is revoked.
  3. For the purpose of rule 21(2), Associate Members shall be eligible for one position for up to the first 5000 members of its membership, and a further position if its membership exceeds 5000 members.
  4. An Affiliate member is not entitled to vote at any meeting of the Association, unless appointed by a Associate Member outlined in rule 21(2).
  5. Motions shall be carried by a simple majority of votes cast by members present at the meeting, except for Special Resolutions which shall require a three quarters majority.
  6. The chair of a meeting shall have a deliberative vote only.
  7. In the event the votes are equal, the matter shall be declared lost.
  8. A declaration by the chair of the meeting that a resolution has been carried or lost, shall unless a poll is demanded by ten members be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, the resolution.
  9. If a poll is demanded by the chair of the meeting, or by ten or more members present at the meeting, it shall be taken in such manner as the chair of the meeting directs. The result of such poll shall be the resolution of the meeting, except that in the case of a special resolution a majority of not less than three quarters of the members who being entitled to do so vote at the meeting is required.
  10. A poll demanded on the election of a chair of a meeting of a meeting or on any question of an adjournment, shall be taken at the meeting and without adjournment.

Rule 22

PROXIES

  1. A member shall be entitled to appoint in writing the chair of the meeting, or a natural person who is also a member of the Association, to be his / her proxy, and to attend and vote at any meeting of the Association.
  2. A member, other than the chair of the meeting, shall not be entitled to exercise more than ten (10) proxy votes upon any motion.

Rule 23

WINDING UP The Association may be wound up in the manner provided for in the Act.

Rule 24

APPLICATION OF SURPLUS ASSETS If after the winding up of the Association there remains 'surplus assets' as defined in the Act, such surplus assets shall be distributed amongst those charities, non-profit organisations or associations as the members may determine in general meeting.

Rule 25

REGISTER OF MEMBERS The Secretary shall keep and maintain a register of members in which shall be entered the preferred name, postal address, electronic mail address (if provided) and the date of entry to the Association for each member.

Rule 26

PUBLIC OFFICER

  1. The Association shall appoint a Public Officer as required by the Act.
  2. The Public Officer must be a resident of South Australia, the state where the Association is incorporated.

Rule 27

MEETING ATTENDANCE For the purposes of Board, Special General and Annual General meetings, members shall be deemed to be present at a meeting if they are so personally, by proxy or by using any form of electronic communications as the Board determines.