Adopted 20 September 1992; Amended 18 October 2015

Index
  1. Name of Association
  2. Interpretation
  3. Association's Office
  4. Objects & activities
  5. Membership, rights & voting
  6. Income & property of Association
  7. Accounts of receipts, expenditure etc.
  8. Banking & finance
  9. Auditor
  10. Audit of accounts
  11. Annual General Meetings
  12. Special General Meetings
  13. Notice of General Meetings
  14. Business at General Meetings
  15. General Meetings. Chairperson
  16. Adjournment of General Meetings
  17. Questions arising at General Meeting
  18. Voting
  19. Taking of poll
  20. Poll taken
  21. Working of the Association
  22. Offices of the Association
  23. Constitution of the Council
  24. Nomination for Councillors
  25. Vacation of Office
  26. Meetings of Council
  27. Disclosure of Interests
  28. Sub-committees & Executive committee.
  29. Annual subscription
  30. Financial year.
  31. Notices
  32. Expulsion of members
  33. Disputes
  34. Seal of the Association
  35. Postal voting.
  1. The name of the association shall be Bio-Dynamics - Tasmania, (in these rules called "The Association")
    • (1) In the rules, unless the contrary intention appears:
      • "The Council" means the controlling body of the Association as constituted under rule 23
      • "General Meeting" means a general meeting of members convened in accordance with rule 13
      • "Group" means a group of members holding a specific mandate determined by the Council in accordance with rule 21
      • "he", "his" , "him" may be taken to mean "she", "hers" "her"
    • (2) In these Rules, expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, photocopying, faxed documents, and other modes of representing or reproducing words in visible form.
    • (3) Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the ASSOCIATIONS INCORPORATION ACT 1964 and the Act as in force on the date on which these rules are adopted by the Association.
  2. The office of the Association shall be the residential address of the current co-ordinator, or such other place as the Council may from time to time determine
    • (1) Based firmly upon and inspired by the teaching of Dr. Rudolf Steiner, the Association will actively promote Bio-dynamic husbandry and produce throughout Tasmania and work with Biodynamic Agriculture Australia Ltd. to the same ends throughout Australia.
    • (2) In pursuance of 4 (1) the Association's activities may include:
      • (a) - the purchase, taking on lease or in exchange, and the hiring or otherwise acquiring of any real or personal property or equipment that may be deemed necessary or convenient:
      • (b) - the buying, selling and supplying of, and dealing in, goods of any kind:
      • (c) - the construction, maintenance, and alterations of buildings or works:
      • (d) - the accepting of gifts:
      • (e) - the taking of such steps from time to time as the Council or the members in a general meeting may deem necessary or expedient for the purpose of procuring contributions to the funds of the Association, whether by way of donations, subscriptions, or otherwise: Subject to sub-rule (g) below.
      • (f) - the printing and publishing of newspapers, periodicals, books, leaflets, or other documents:
      • (g) - the borrowing and raising of money from a member or members - and from no other source - in such manner and on such terms as the Council determines and have been advised to the membership through circular or newsletter, or as may be approved or directed by resolutions passed at a General Meeting:
      • (h) - subject to the provisions of the Trustee Act 1898, the investment of any moneys of the Association not immediately required for any of its objects of purposes in such manner as the Council may from time to time determine:
      • (i) - the establishment and support, or aiding in the establishment or support, of any other association formed for any object consistent with 4 (1)
      • (j) - the doing of all such lawful things as may be deemed helpful, desirable or necessary.
    • (1) Any person or couple may be a member of the Association upon payment of the scheduled fee subject to rule 32 (6) (i).
    • (2) In the foregoing the term "couple" means any two persons who are living as wife and husband or any two persons jointly or in common owning and/or working a specific property;
    • (3) Rights of members shall include:
      • (a) - the purchasing of biodynamic preparations from the Association;
      • (b) - the use of Field Services arranged by the Association
      • (c) - membership of any mandate, studies or activity group organised by or on behalf of the Association
      • (d) - the voting for and standing for any office in the Association subject to sub-rule 6 (a) (b) (c)
      • (e) - the receipt of any regular newsletter or circulars published by the Association.
    • (4) The Association shall not extend the rights and benefits of membership as listed in 5 (3) a,b,c,d. to non-members.
    • (5) Members are not allowed to trade in biodynamic preparations for personal gain.
    • (6) At a General Meeting, postal vote or other circumstances within the Association excluding Council meetings (see 26 (8)) a member or member couple shall have one vote providing that they;
      • (a) have been a member for at least one year; and
      • (b) are a fully paid up member at the time of the vote.
    • (7) Notwithstanding sub-rule (6), the joint parties of a membership couple both present at a meeting may register a half vote each.
    • (8) A receipt issued by the treasurer shall be taken as evidence of membership; the date of payment being the date of becoming a member for the purposes of sub-rule 5 (3) and 5(6).
    • (9) A member may at any time resign from the Association by delivering or sending by post to the Co-ordinator or Membership Secretary a written notice of resignation.
    • (10) Upon receipt of that notice the Membership Secretary shall remove the name of the member from the register of members, whereupon that person ceases to be a member of the Association.
    • (11) A right, privilege, or obligation of a person by virtue of his membership of the Association (a) is not capable of being transferred or transmitted to another person; and (b) terminates upon the cessation of his membership, whether by death, resignation, or otherwise.
    • (12) In the event of the Association being wound up, the assets of the Association will be passed on to another organisation involved with biodynamic husbandry, as determined by a postal vote of members.
    • (1) The income and property of the Association, however derived, shall be applied solely towards 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.
    • (2) The Association shall not appoint a person to any office to the holder of which there is payable any remuneration by way of salary or wages.
    • (3) Nothing in the foregoing provisions of this rule prevents the payment in good faith to a servant or member of the Association of remuneration in return for services actually rendered to the Association by the servant or member in the ordinary course of business.
    • (1) True accounts shall be kept -
      • (a) of all sums of money received and expended by the Association and the matter in respect of which the receipt or expenditure takes place; and
      • (b) of the property, credits, liabilities and membership of the Association, and subject to any reasonable restrictions as to time and manner of inspecting them that may be imposed by the Council for the time being, these records and accounts shall be open to the inspection of the members of the Association.
    • (2) The Treasurer of the Association shall faithfully keep, or cause to be kept, all general records, accounting books, and records of receipts and expenditure connected with the operations and business of the Association in such form and manner as the council may decide.
    • (1) The Treasurer or nominated persons shall, on behalf of the Association, receive all moneys paid to the Association and forthwith after the receipt thereof issue official receipts.
    • (2) The Council shall cause to be opened with such bank, or financial institution, as the Council selects, a banking account in the name of the Association into which all moneys received shall be paid as soon as possible after receipt thereof.
    • (3) Except with the authority of the Council no payment of a sum exceeding ten dollars shall be made from the funds of the Association otherwise than by cheque drawn on the Association's bank account, but the Council may provide the Treasurer and other nominated persons with a sum to meet urgent expenditure, subject to the observance of such conditions in relation to the use and expenditure thereof as the Council may impose.
    • (4) No cheques shall be drawn on the Association's bank account except for the payment of expenditure within terms authorized by the Council.
    • (5) All cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments shall be signed by the Treasurer or, in his absence, by such other member or members of the Council as the Council may nominate for that purpose, and shall be countersigned by another duly authorised member of Council.
    • (1) At each annual general meeting of the Association, the members present may appoint a person as the auditor of the Association.
    • (2) The Auditor shall hold office until the annual general, meeting next after that at which he is appointed, and is eligible for re-appointment.
    • (3) If an appointment is not made at an annual general meeting the Council may appoint an auditor of the Association for the then financial year of the Association.
    • (4) The auditor may only be removed from office by special resolution.
    • (5) If a casual vacancy occurs in the office of auditor during the course of a financial year of the Association, the Council may appoint a person as the auditor and the person so appointed shall hold office until the next succeeding annual general meeting.
    • (1) The Council, or the members in a general meeting may direct that the accounts be examined by the auditor.
    • (2) Subject to 10 (1) the auditor shall certify as to the correctness of the accounts of the Association and shall report thereon to the members present at the annual general meeting.
    • (3) In his report, and in certifying the accounts, the auditor shall state -
      • (a) - whether he has obtained the information required by him;
      • (b) - whether, in his opinion, the accounts are properly drawn up so as to exhibit a true and correct view of the financial position of the Association according to the information available and the explanations given and as shown by the books of the Association; and
      • (c) - whether the rules relating to the administration of the funds of the Association have been observed.
    • (4) The Co-ordinator of the Association shall cause to be delivered to the auditor a list of all the accounts, books, and records of the Association.
    • (5) The auditor
      • (a) has a right of access to the accounts, books, records, vouchers, and documents of the Association;
      • (b) may require from the servants of the Association such information and explanations as may be necessary for the performance of duties of auditor;
      • (c) may, in relation to the accounts of the Association, examine any member of the Council or any servant of the Association.
    • (1) The Association shall, in each year, hold an annual general meeting.
    • (2) The annual general meeting shall be held on such day (being not later than three months after the close of the financial year of the Association) as the Council may determine.
    • (3) The annual general meeting shall be in addition to any other general meetings that may be held in the same year.
    • (4) The annual general meeting shall be specified as such in the notice convening it.
    • (5) The ordinary business of the annual general meeting shall be -
      • (a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
      • (b) to receive from the Council, Treasurer and Group Conveners reports upon the activities of the Association during the last preceding financial year;
      • (c) to elect the members to fill vacancies of the Council;
      • (d) to appoint the Field Officers
    • (6) The annual general meeting may transact special business of which notice is given in accordance with these rules.
    • (7) All general meetings other than the annual general meeting shall be called special general meetings.
    • (1) The Council may, whenever it thinks fit, convene a special general meeting of the Association.
    • (2) The Council shall, on the requisition in writing of not less than ten percent (10%) of the members, convene a special general meeting of the Association.
    • (3) A requisition for a special general meeting shall state the objects of the meeting and shall be signed by the requisitionists and deposited at the office of the Associations and may consist of several documents in the like form, each signed by one or more of the requisitionists.
    • (4) If the Council does not cause a special general meeting to be held within twenty-one days from the date on which a requisition therefore is deposited at the office of the Association, the requisitionists, or any of them, may convene the meeting; but any meeting so convened shall be held within three months of the date of the deposit of the requisition.
    • (5) A special general meeting convened by requisitionists 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 Council, and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring them.
  3. The Co-ordinator of the Association shall at least 14 days before the date fixed for holding a general meeting of the Association arrange that a notice be sent to the last known address of all members, specifying the place, date and time for the meeting and the nature of business to be transacted.
    • (1) All business that is transacted at special general meetings 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.
    • (2) No item 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.
    • (3) Ten members personally present (being members entitled under these rules to register a total of 10 whole votes) constitute a quorum for the transaction of the business of a general meeting.
    • (4) If within one 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 it shall stand adjourned to the same day in the next month, at the same time at the same place (unless another place is specified by the chair at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) and if at the adjourned meeting a quorum is not present within one hour after the time appointed for the commencement of the meeting, the meeting shall be dissolved.
    • (1) The Co-ordinator, or in his absence, the Deputy Co-ordinator will preside as chair person at every general meeting;
    • (2) If both, Co-ordinator and Deputy are absent, the members present shall elect one of their members to preside;
    • (1) The chair of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
    • (2) Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the original meeting.
    • (3) Except as provided in the foregoing provisions of this rule, is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
  4. A question arising at a general meeting of the Association shall be determined on a show of hands and, unless before the declaration of the result of the show of hands a poll is demanded, a declaration by the chair 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.
  5. Upon any question arising at a general meeting of the Association:
    • (1) All votes shall be given personally.
    • (2) In the case of an equality of voting on a question the chairman of the meeting is entitled to exercise a second or casting vote.
  6. If at a meeting a poll on any question is demanded it shall be taken at that meeting in such manner as the chair may direct, and the result of the poll shall be deemed to be the resolution of the meeting on that question.
  7. A poll that is demanded on the election of a chair, or on a question of adjournment, shall be taken forthwith, and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the chair may direct
    • (1)
      • (a) The work of the Association will be conducted by a number of Mandate Groups as provided in Rule 21 (3) and an Administration Group, each working within specified terms of reference determined by the Council.
      • (b) Membership of any mandate group is open to all members on registering their name with the convener of that group
    • (2) The Council
      • (a) shall determine the overall policy and control the affairs of the Association in accordance with these rules.
      • (b) shall put down in writing the functions and responsibilities of each mandate group and may increase, decrease or amend these as deemed necessary from time to time.
      • (c) has power to perform or delegate all such acts and things as appear to the Council to be essential for the proper management of the business affairs of the Association.
      • (d) shall determine the terms of any contract deemed necessary for the pursuit of the objects of the Association.
      • (e) shall arrange public liability insurance cover for all activities conducted by or on behalf of the Association, its officers and Mandate Groups.
      • (f) Determine the annual subscription of the Association.
    • (3)
      • (a) The title and function of the Mandate Groups shall be determined by the Council and if deemed necessary by them, changed in name and/or number.
      • (b) Mandate Groups deemed essential for the functioning of the association are:
        • Membership / Calendars
        • BD 500 Preparations
        • Preparations 501 to 508
        • Elementals Editor
        • Library and Book Sales
        • Peppers
        • Web Page
      • (c) Other Mandate Groups which would be beneficial to members:
        • Seed Bank
        • Education and Publicity
        • Field Service / Advisory
        • Research / Chromatography
    • (4) The Convener of any new Mandate Group shall be a member of Council until the next annual general meeting, whereat they may stand for election.
    • (5) An Administration Group shall be responsible for finances, membership and the convening of Council and general meetings and the conducting of postal votes, all in accordance with these rules
  8. The officers of the Association shall be:
    • - a Co-ordinator
    • - a Deputy Co-ordinator
    • - a Treasurer
    • (1) The Council shall consist of:
      • - the Convener of each Mandate Group.
      • - the Co-ordinator
      • - the Deputy Co-ordinator
      • - the Treasurer
    • (2) The duration of all Council positions will be nominally 2 years.
    • (3) Councillors shall, subject to these rules hold office until the next but one annual general meeting after their election and are eligible for re-election
    • (4) Election for the offices of Co-ordinator and half the Group Conveners shall be held one year, and for the offices of Deputy Coordinator and Treasurer and the remaining Conveners, in the following years.
    • (1) Nominations of candidates for election as Councillors:
      • (a) - shall be made in writing 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 Co-ordinator of the Association at least ten days before the date fixed for the holding of the annual general meeting.
    • (2) If nominations are not received to fill all vacancies further nominations shall be received at the annual general meeting.
    • (3) If only one nomination is received for a particular vacancy, the person nominated shall be deemed to be elected.
  9. For the purposes of these rules, the office of a particular councillor becomes vacant if the councillor -
    • (a) dies;
    • (b) becomes bankrupt or applies to take or takes advantage of any law relating to bankrupt or insolvent debtors or compounds with his creditors, or makes any assignment of his estate for their benefit;
    • (c) becomes of unsound mind;
    • (d) resigns his office by writing under his hand addressed to the Council;
    • (e) ceases to be resident in the State;
    • (f) fails, without leave granted by the Council, to attend three consecutive meetings of the Council;
    • (g) ceases to be a member of the Association; or
    • (h) fails to pay all arrears of subscription due by him within fourteen days after he has received a notice in writing signed by the Co-ordinator stating that he has ceased to be a financial member of the Association.
    • (i) is the subject of a no-confidence motion passed at a general meeting.
    • (1) The Council shall meet at least once every 7 calendar months at such time and place as the Co-ordinator determines.
    • (2) Special meetings of the Council may be convened by the Co-ordinator or by any 4 of its members.
    • (3) Notice shall be given to members of the Council of any special meeting, specifying the general nature of the business to be transacted, and no other business shall be transacted at a meeting.
    • (4) More than 50% of the total number of Council members shall be a quorum for the transaction of the business of a meeting of the Council.
    • (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.
    • (6)
      • (a) At meetings of the Council the Co-ordinator, or in his absence the Deputy Co-ordinator shall preside.
      • (b) If both, Co-ordinator and Deputy Co-ordinator are absent, one of the remaining Councillors may be chosen to preside by the Councillors present.
    • (7) Questions arising at meetings of the Council shall be determined on a show of hands or, if demanded by a member, by a poll taken in such a manner as the person presiding may determine.
    • (8) Each member present at meetings of the Council 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.
    • (9) Notice of each Council meeting shall be posted to each Councillor 14 days before the date of the meeting or otherwise given not less than 7 days before the meeting,
    • (1) A member of the Council who is interested in any contract or arrangement made or proposed to be made with the Association shall disclose that interest at the first meeting of the Council at which the contract or arrangement is first taken into consideration, if the interest then exists, or, in any other case, at the first meeting of the Council after the acquisition of the interest.
    • (2) If a member of the Council becomes interested in a contract or arrangement after it is made or entered into he shall disclose that interest at the first meeting of the Council after he becomes so interested.
    • (3) No member of the Council shall vote as a member of the Council in respect of any contract or arrangement in which he is interested and if he does so vote, the vote shall not be counted.
    • (1) The Council may appoint a sub-committee from the Council as it may think fit and shall prescribe the powers and functions thereof.
    • (2) The Council may co-opt as members of a sub-committee such persons as it thanks fit, whether or not those persons are members of the Association, but a person so co-opted is not entitled to vote.
    • (3) Three appointed members of a sub-committee constitute a quorum at a meeting of the sub-committee.
    • (4) The Co-ordinator of the Association is responsible for calling meetings of a sub-committee but may delegate this in writing to another member of the sub-committee.
    • (5) Notice of each sub-committee meeting shall be posted to each member of the sub-committee 14 days before the date of the meeting or otherwise given not less than 7 days before the meeting.
    • (6) The Co-ordinator, Deputy Co-ordinator and Treasurer constitute an Executive Committee of the Council which may take action in matters of urgency connected with the affairs of the Association during intervals between Council Meetings and shall report thereon to all Councillors as soon as possible thereafter.
  10. The annual subscription of a member is due on the anniversary of their joining date.
  11. The financial year of the Association is the period beginning on 1st July in each year and ending on the 30th June of the following year.
  12. A notice may be served by or on behalf of the Association upon any member either personally or by sending it through the post in a prepaid communication to the member at his usual or last known place of abode.
    • (1) Subject to this rule, the Council may expel a member from the Association if, in the opinion of the Council the member has been guilty of conduct detrimental to the interest of the Association.
    • (2) The expulsion of a member pursuant to sub-rule 1. of this rule does not take effect -
      • (a) until the expiration of fourteen days after the service on the member of a notice under sub-rule 3. of this rule; or
      • (b) if the member exercises his right of appeal under this rule, until a postal vote of members determines the matter, whichever is the later.
    • (3) Where the Council expels a member from the Association, the Co-ordinator of the Association shall, without undue delay, cause to be served on the member a notice in writing -
      • (a) stating that the Council has expelled the member;
      • (b) specifying the grounds for the expulsion; and
      • (c) informing the member that if he so desires he may, within fourteen days after the service of the notice on him, appeal against the expulsion as provided in this rule.
    • (4) A member on whom a notice under sub-rule 3 of this rule is served may appeal against the expulsion by delivering or sending by post to the Co-ordinator of the Association within 14 days of the service of the notice, a requisition in writing demanding the holding of a postal vote to determine the matter.
    • (5) Upon receipt of a requisition under sub-rule 4 of this rule, the Co-ordinator shall notify the Council of the receipt and the Administration Group shall thereafter cause a postal vote of members to be held, by including voting papers in the next regular newsletter of the Association, or within 4 calendar months whichever is sooner.
    • (6)
      • (a) the postal vote held for that purpose shall comprise:
        • - the Council's case for expulsion and
        • - the member's argument against it
        Each paper shall not exceed one side of an A4 sheet.
      • (b) final proofs of these documents shall be exchanged between the parties prior to despatch to members
      • (c) the voting papers shall include no other questions than that of expulsion of the member in question.
      • (d) the postal returns shall be opened and validated in the presence of: - the member concerned and another member of his choice - the Co-ordinator and one other member of the Council;
      • (e) if the member concerned and colleague fail to make or keep an appointment for the opening of the postal returns within 28 days of the close of the ballot, the returns shall be opened in the presence of the Co-ordinator and one other member of the Council.
      • (f) a return of 25% of the ballot papers shall constitute a valid vote.
      • (g) the closing date shall be fixed at between 14 and 21 days of the posting date of the ballot papers.
      • (h) the matter shall be determined by a simple majority of valid returned ballot papers and the result reported to members in the next regular newsletter or by circular.
      • (i) an expelled member is not eligible to re-join the Association for 2 years.
    • (1) Subject to this rule, a dispute between a member of the Association, in his capacity as a member, and the Association shall be determined by arbitration in accordance with the provisions of the Commercial Arbitration Act 1986.
    • (2) Nothing in this rule affects the operation or effect of rule 32.
    • (1) The seal of the Association shall be in the form of a rubber stamp inscribed with the name of the Association encircling the word "Seal" and the logo of Bio-Dynamics Tasmania.
    • (2) The seal of the Association shall not be affixed to any instrument except by the authority of the Council and the affixing thereof shall be attested by the signatures either of two members of the Council or such other person as the Council may appoint for that purpose, and that attestation is sufficient for all purposes that the seal was affixed by authority of the committee.
    • (3) The seal shall remain in the custody of the Co-ordinator.
    • (1) The Council may at its discretion determine any matter by a postal vote of members including alteration of any of these rules.
    • (2)
      • (a) The Council shall on the requisition in writing of not less than 10% of the members cause any matter to be determined by a postal vote of members.
      • (b) A requisition for a postal vote shall state the object of the ballot and shall be signed by the requisitionists and deposited at the office of the association and may consist of several similar documents each signed by one or more requisitionists.
      • (c) If the Council does not cause to be sent out agreed ballot papers with the next regular newsletter the requisitionists may post to each member ballot papers comprising not more than two A4 sheets and recover the standard letter postage costs recovered from the Association.
      • (d) a postal ballot conducted by requisitionists in pursuance of these rules shall be conducted as nearly as possible as one conducted by the Council and all reasonable expenses incurred in conducting the ballot shall be refunded by the Association to persons incurring them.
    • (3) A return of 25% of the ballot papers will constitute a valid vote.
    • (4) The matter shall be determined by a simple majority of valid returned ballot papers and the result reported to members in the next regular newsletter or by circular.
    • (5) A Returning Officer must be appointed by the Council to validate the returns.


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