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CONSTITUTION
CONTENTS
INTRODUCTION
1
INCORPORATION
MEMBERSHIP
2
MEMBERSHIP QUALIFICATIONS
3
NOMINATION FOR MEMBERSHIP
4
CESSATION OF MEMBERSHIP
5
MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE
6
RESIGNATION OF MEMBERSHIP
7
REGISTER OF MEMBERS
8
FEES, SUBSCRIPTIONS, ETC
9
MEMBERS' LIABILITIES
10
RESOLUTION OF INTERNAL DISPUTES
11
DISCIPLINING OF MEMBERS
12
RIGHT OF APPEAL OF DISCIPLINED MEMBER
THE COMMITTEE
13
POWERS, ETC., (OF THE COMMITTEE)
14
CONSTITUTION AND MEMBERSHIP:
15
ELECTION OF MEMBERS:
16
SECRETARY
17
TREASURER
18
CASUAL VACANCIES:
19
REMOVAL OF MEMBER:
20
MEETINGS AND QUORUM:
21
DELEGATION BY COMMITTEE TO SUB-COMMITTEE:
22
VOTING AND DECISIONS:
GENERAL MEETINGS
23
ANNUAL GENERAL MEETING - HOLDING OF:
24
ANNUAL GENERAL MEETING - CALLING OF AND BUSINESS AT:
25
SPECIAL GENERAL MEETINGS - CALLING OF:
26
NOTICE:
27
PROCEDURE:
28
PRESIDING MEMBER:
29
ADJOURNMENT:
30
MAKING DECISIONS:
31
SPECIAL RESOLUTION:
32
VOTING:
33
APPOINTMENT OF PROXIES:
MISCELLANEOUS
34
INSURANCE:
35
FUNDS - SOURCE:
36
FUNDS - MANAGEMENT:
37
ALTERATION OF OBJECTS AND RULES:
38
COMMON SEAL:
39
CUSTODY OF BOOKS, ETC:
40
INSPECTION OF BOOKS, ETC:
41
SERVICE OF NOTICES:
42
SURPLUS PROPERTY:
43
BY-LAWS:
INTRODUCTION
1. INCORPORATION:
NAME:
The name of the organisation shall be:
GLENBROOK PLAYERS INC.
PURPOSES AND OBJECTIVE:
To promote all forms of theatrical entertainment. To provide mutual assistance to members to further their theatrical abilities.
INTERPRETATION:
1) In these rules, except insofar as the context or subject matter otherwise indicates or requires: -
"ordinary member" means a member of the association who is not an office bearer or a member of the committee as referred to in rule 13.
"secretary" means -
(a) The person holding office under these rules as secretary of the association; or
(b) where no such person holds that office - the public officer of the association.
"special general meeting" means a general meeting of the association other than Annual General Meeting.
"the Act" means the Association Incorporation Act, 1984.
"the Regulations" means the Associations Incorporation Regulation, 1994.
2) In these rules -
(a) a reference to a function includes a reference to a power, authority and duty; and
(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.
3) The provisions of the Interpretation Act, 1987, apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.
This is the Annexure of 22 pages marked "A" referred to in the Application for Incorporation of Association signed by me and dated 28 July, 1999.
.................................................
Frank Maxwell Sinclair
The rules of Glenbrook Players Incorporated herein are in accordance with Section 11 and provide for those matters specified in Schedule 1 of the Association Incorporation Act, 1984.
.................................................
Frank Maxwell Sinclair
( COMMENT:-
The contents of this comment are for information and do not form part of the Constitution.
The three appendices mentioned within the Constitution are not appended to this online copy.
A copy of any or all of these appendices may be obtained from any member of the committee upon request from any member of the association.
END OF COMMENT )
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MEMBERSHIP
2. MEMBERSHIP QUALIFICATIONS:
A person is qualified to be a member of the association if, but only if,
(a) the person is a person referred to in Section 15 (1) (a), (b) or (c) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act;
or
(b) the person is a natural person who -
(i) has been nominated for membership of the association as provided by rule 3; and
(ii) has been approved for membership of the association by the committee of the association.
3. NOMINATION FOR MEMBERSHIP:
1) An application of a person for membership of the association -
(a) shall be made by a member of the association in writing in the form setout in Appendix 1 to these rules;
and
(b) shall be lodged with the secretary of the association.
2) As soon as practicable after receiving an application for membership, the secretary shall refer the application to the committee which shall determine whether to approve or to reject the application.
3) Where the committee determines to approve an application for membership, the secretary shall, as soon as practicable after the determination, notify the applicant of that approval and request the applicant to pay within the period of twenty eight (28) days after receipt by the applicant of the notification, the sum payable under these rules by a member as entrance fee and annual subscription.
4) The secretary shall, on payment by the applicant of the amounts referred to in clause (3) within the period referred to in that clause, enter the applicant's name in the register of members and, upon the name being so entered, the applicant becomes a member of the association.
5) The committee have the right to accept or reject any application for membership without giving any reason for their action.
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4. CESSATION OF MEMBERSHIP:
A person ceases to be a member of the association if the person -
(a) dies;
(b) resigns that membership; or
(c) is expelled from the association; or
(d) has not paid membership dues by the required date.
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5. MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE:
A right, privilege, or obligation which a person has by reason of being a member of the association -
(a) is not capable of being transferred to transmitted to another person; and
(b) terminated upon cessation of the person's membership.
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6. RESIGNATION OF MEMBERSHIP:
1) a member of the association may resign at any time by informing the committee of their wish to do so, in a written notice.
2) where a member of the association ceases to be a member pursuant to clause (1) and in every other case where a member ceases to hold membership the secretary shall make the appropriate entry into the register of members recording the date upon which the member ceased to be a member.
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7. REGISTER OF MEMBERS:
1) The public officer of the association shall establish and maintain a register of members of the association specifying the name and address of each person who is a member of the association together with the date on which the person became a member.
2) The register of members shall be kept at the principal place of administration of the association and shall be open for inspection, free of charge, by any member of the association at any reasonable hour.
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8. FEES, SUBSCRIPTIONS, ETC;
1) A member of the association shall, upon admission to membership, pay to the association a fee of $4 or, where some other amount is determined by the committee, of that other amount.
2) In addition to any amount payable by the member under clause (1), a member of the association shall pay to the association an annual membership fee of $4 or, where some other amount is determined by the committee, of that other amount -
(a) except as provided by paragraph (b), before 1st April in each calendar year; or
(b) where the member becomes a member on or after 1st April in any calendar year - upon becoming a member and before 1st April in each succeeding calendar year.
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9. MEMBERS' LIABILITIES:
The liability of a member of the association to contribute towards the payments of the 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 membership of the association as required by rule 8.
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10. RESOLUTION OF INTERNAL DISPUTES:
Disputes between members (in their capacity as members) of the association, and disputes between members and the association, are to be referred to a Community Justice Centre for mediation in accordance with the Community Justice Centre Act 1983.
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11. DISCIPLINING OF MEMBERS:
1) Where the committee is of the opinion that member of the association -
(a) has persistently refused or neglected to comply with a provision or provisions of these rules; or
(b) has persistently and wilfully acted in a manner prejudicial to the interests of the association,
the committee may, by resolution -
(c) expel the member from the association; or
(d) suspend the member from membership of the association for a specified period.
2) A resolution of the committee under clause (1) is of no effect unless the committee, at a meeting held not earlier than fourteen (14) days and not later than twenty eight (28) days after service on the member of a notice under clause (3), confirms the resolution in accordance with this rule.
3) Where the committee passes a resolution under clause (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 address the committee at a meeting to be held not earlier than fourteen (14) days and not later than twenty eight (28) days after service of the notice;
(c) stating the date, place and time of the meeting; and
(d) informing the member that the member may do either or both of the following: -
(i) attend and speak at the meeting;
(ii) submit to the committee at, or prior to, the date of the meeting written representations relating to the resolution.
4) At a meeting of the committee held as referred to in clause (3), the committee shall
(a) give to the member an opportunity to make oral representations;
(b) give due consideration to any written representations submitted to the committee by the member at or prior to the meeting; and
(c) by resolution determine whether to confirm or revoke the resolution.
5) Where the committee confirms a resolution under clause (4), the secretary shall, within seven (7) days after that confirmation, by notice in writing inform the member of the fact and of the members' right of appeal under rule 11.
6) A resolution confirmed by the committee under clause (4) does not take effect -
(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
(b) where, within that period, the member exercises the right of appeal, unless and until the association confirms the resolution pursuant to
rule 12 (4).
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12. RIGHT OF APPEAL OF DISCIPLINED MEMBER:
1) A member may appeal to the association in general meeting against a resolution of the committee which is confirmed under rule 11 (4), within seven (7) days after notice of the resolution being served on the member, by lodging with the secretary a notice to that effect.
2) Upon receipt of a notice from a member under clause (1), the secretary shall notify the committee which shall convene a general meeting of the association to be held within twenty one (21) days after the date on which the secretary received the notice.
3) At a general meeting of the association convened under clause (2) -
(a) no business other than the question of the appeal shall be transacted;
(b) the committee and the member shall be given the opportunity to state their respective cases orally or in writing, or both; and
(c) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
4) If at the general meeting the association passes a special resolution, in favour of the confirmation of the resolution, the resolution is confirmed.
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THE COMMITTEE
13. POWERS, ETC., (OF THE COMMITTEE)
The committee shall be called the committee of management of the association and subject to the Act, the Regulations and these rules and to any resolution passed by the association in general meeting -
(a) shall control and manage the affairs of the association;
(b) may exercise all such functions as may be exercised by the association other than those functions that are required by these rules to be exercised by a general meeting of members of the association; and
(c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.
(d) shall select any play or other theatrical work for future productions as it deems fit.
(e) shall appoint a director for each production and delegate to that director complete freedom of choice as to selection of players and back stage personnel, plus any sets, settings, costumes and props as they shall deem necessary within the budget set by the committee for that production.
(f) shall receive from the director a four (4) weekly progress report.
(g) may at any time during rehearsals for a production over rule or replace the director.
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14. CONSTITUTION AND MEMBERSHIP:
1) Subject, in the case of the first members of the committee to section 21 of the Act, the committee shall consist of -
(a) the office-bearers of the association; and
(b) 4 ordinary members, each of whom shall be elected at the Annual General Meeting of the association pursuant to rule 15.
2) The office-bearers of the association shall be -
(a) the president;
(b) the treasurer; and
(c) the secretary.
3) Each member of the committee shall, subject to these rules, hold office until the conclusion of the Annual General Meeting following the date of the member's election, but is eligible for re-election.
4) In the event of a casual vacancy occurring in the membership 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.
5) Should more than one position on the committee fall vacant at any one time, the remaining members of the committee will call a special general meeting so that the main body of the association may elect the new officers to serve on the committee in replacement of those who have resigned for the unexpired portion of the term of the committee.
6) Should the president resign during his/her term of office and the committee be unable to elect a successor from within the existing committee, then a special general meeting will be called and a full election of all officers for the committee will be held. The elected committee will then serve for the remainder of the term of the original committee.
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15. ELECTION OF MEMBERS:
1) Nominations of candidates for election as office bearers of the association or as ordinary members of the committee shall -
(a) be made in writing, signed by two (2) members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination, Appendix 3); and
(b) be delivered to the secretary of the association not less than seven (7) days before the date fixed for the holding of the Annual General Meeting at which the election is to take place.
2) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the Annual General Meeting.
3) If insufficient further nominations are received, any vacant positions remaining on the committee shall be deemed to be casual vacancies.
4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.
6) A ballot for the election of office bearers 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.
7) All financial members shall be eligible for office provided that -
(a) they have been financial members of the association since the previous Annual General Meeting (i.e., one (1) full calendar year.)
(b) they have taken in or, in the opinion of the committee, have effectively assisted in some way with at least one production since the last Annual General Meeting.
(c) they are not members, active or otherwise of any other theatre group, acting group, or similar body; being a member of, or holding any office in an outside body for the general promotion and support of the dramatic arts is exempt from this clause.
(d) they do not hold any ex-official office with any other theatre group, acting group, or similar body without being a member of that group or body.
8) To be eligible to vote a member must be financial and have taken part in, or in the opinion of the committee, have effectively assisted in some way with at least one production during the preceding twelve(12) months.
9) The outgoing committee shall submit to the Annual General Meeting in writing a list of names of members it considers eligible to vote at that meeting, and a list of the members it considers eligible to hold office for the next twelve (12) months.
10) Only members physically present at an Annual General Meeting shall be eligible for election to the committee, with the exception of absence through work or illness or other explainable absence, in which case such absence will be explained to the meeting. A decision on the eligibility of such absence will be taken by the retiring committee.
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16. SECRETARY
1) The Secretary of the association shall, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
2) It is the duty of the secretary to keep minutes of -
(a) all appointments of office bearers and members of the committee
(b) the names of members of the committee present at a committee meeting or general meeting; and
(c) all proceedings at committee meetings and general meetings.
3) Minutes of proceedings at a meeting shall be signed by the chairperson of the meeting or the Chairperson of the next succeeding meeting.
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17. TREASURER
It is the duty of the treasurer of the association to ensure that: -
(a) all money due to the association is collected and received and that all payments authorised by the association are made; and
(b) correct books and accounts are kept showing the financial affairs of the association including full details of all receipts and expenditure connected with the activities of the association. Such books and other documents pertaining to financial matters of the association shall be kept by the treasurer.
(c) the financial year of the association shall be 1st January to 31st December.
(d) the books and records of account shall be audited annually prior to, and for presentation to, the Annual General Meeting.
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18. CASUAL VACANCIES:
For the purposes of these rules, a casual vacancy in the office of a member of the committee occurs if the member -
(a) dies;
(b) ceases to be a member of the association;
(c) becomes a insolvent under administration within the meaning of the Companies (New South Wales) Code;
(d) resigns office by notice in writing given to the secretary;
(e) is removed from office under rule 19;
(f) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or
(g) is absent without the consent of the committee from all meetings of the committee held during a period of six (6) months.
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19. REMOVAL OF MEMBER:
1) The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
2) Where a member of the committee to whom a proposed resolution referred to in clause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations 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 is entitled to require that the representations be read out at the meeting at which the resolution is considered.
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20. MEETINGS AND QUORUM:
1) The committee shall meet a least three (3) times in each period of twelve (12) months at such place and time as the committee may determine.
2) Additional meetings of the committee may be convened by the president or by any member of the committee.
3) Oral or written notice of a meeting of the committee shall be given by the secretary to each member of the committee at least forty eight (48) hours (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.
4) Notice of a meeting given under clause (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting except business which the committee members present at the meeting unanimously agree to treat as urgent business.
5) Any four (4) members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
6) No business shall be transacted by the committee 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 stands adjourned to the same place and at the same hour of the same day in the following week.
7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
8) At a meeting of the committee -
(a) the president or, in the president's absence, either the secretary or treasurer will preside; or
(b) if in the absence of the president the other office bearers are unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting shall preside.
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21. DELEGATION BY COMMITTEE TO SUB-COMMITTEE:
1) The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than -
(a) this power of delegation; and
(b) a function which is a duty imposed on the committee by the Act or by any other law.
2) A function the exercise of which has been delegated to a sub-committee under this rule, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
3) delegation under this section may be made subject to such conditions or limitations as to the exercise of any function the subject thereof, or as to time or circumstances, as may be specified in the instrument or delegation.
4) Notwithstanding any delegation under this rule, the committee may continue to exercise any function delegated.
5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.
6) The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
7) A sub-committee may meet and adjourn as it thinks proper.
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22. VOTING AND DECISIONS:
1) Questions arising at a meeting of the committee or of any sub-committee appointed by the committee shall be determined by a majority of the votes of members of the committee or sub-committee.
2) 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 but, in the event of any equality of votes on any question, the person presiding may exercise a second or casting vote.
3) Subject to rule 20. clause (5), the committee may act notwithstanding any vacancy on the committee.
4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
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GENERAL MEETINGS
23. ANNUAL GENERAL MEETING - HOLDING OF:
1) With the exception of the first Annual General Meeting of the association, the association shall, at least once in each calendar year and within the period of six (6) months after the expiration of each financial year of the association convene an Annual General Meeting of it's members.
2) The association shall hold it's first Annual General Meeting -
(a) within the period of eighteen (18) months after it's incorporation under the Act; and
(b) within the period of two (2) months after the expiration of the first financial year of the association.
3) Clauses (1) and (2) have effect subject to any extension or permission granted by the Commission under section 26 (3) of the Act.
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24. ANNUAL GENERAL MEETING - CALLING OF AND BUSINESS AT:
1) The Annual General Meeting of the association shall, subject to the Act and to rule 23, be convened on such date and at such place and time as the committee thinks fit.
2) In addition to any other business which may be transacted at any Annual General Meeting, the business of an Annual General Meeting shall be -
(a) to confirm the minutes of the last Annual General Meeting and of any special General Meeting held since that meeting;
(b) to receive from the committee reports upon the activities of the association during the last preceding financial year
(c) to elect office bearers of the association and ordinary members of the committee; and
(d) to receive and consider the statement which is required to be submitted to members pursuant to section 26 (6) of the Act.
3) An Annual General Meeting shall be specified as such in the notice convening it.
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25. SPECIAL GENERAL MEETINGS - CALLING OF:
1) The committee may, whenever it thinks fit convene a special General Meeting of the association.
2) The committee shall, on the requisition in writing of not less than 20% of the total number of members, convene a special General Meeting of the association.
3) A requisition of members for a special General Meeting -
(a) shall state the purpose or purposes of the meeting;
(b) shall be signed by the members making the requisitions;
(c) shall be lodged with the secretary; and
(d) may consist of several documents in a similar form each signed by one or more of the members making the requisition.
4) If the committee fails to convene a special General Meeting to be held within one (1) month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special General Meeting to be held not later than three (3) months after that date.
5) A special General Meeting convened by a member of members as referred to in clause (4) shall be convened as nearly as is practicable in the same manner as General Meetings are convened by the committee and any member who thereby incurs expense is entitled to be re-imbursed by the association for any expense so incurred.
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26. NOTICE:
1) Except where the nature of the business proposed to be dealt with at a General Meeting requires a special resolution of the association, the secretary shall, at least fourteen (14) days before the date fixed for the holding of the General Meeting, cause to be sent by pre-paid post to each member at the member's address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
2) Where the nature of the business proposed to be dealt with at a General Meeting requires a special resolution of the association, the secretary shall at least twenty one (21) days before the date fixed for the holding of the General Meeting, cause notice to be sent to each member in the manner provided in clause (1) specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.
3) No business other than that specified in the notice convening a General Meeting shall be transacted at the meeting except, in the case of an Annual General Meeting, business which may be transacted pursuant to rule 24, clause (2).
4) A member desiring to bring any business before a General Meeting may give notice in writing of that business to the secretary who shall include that business in the next notice calling a General Meeting given after receipt of the notice from the member.
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27. PROCEDURE:
1) 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 the meeting is considering that item.
2) Ten members or 30% (which ever number is the greater) of total financial membership, present in person (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.
3) 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 following week at the time and (unless other place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
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28. PRESIDING MEMBER:
The president or, in the president's absence, the secretary or treasurer, shall preside as chairperson at each General Meeting of the association.
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29. ADJOURNMENT:
1) The chairperson of a General Meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourning meeting other than the business left unfinished at the meeting at which the adjournment took place.
2) Where a General Meeting is adjourned for fourteen (14) days or more, the secretary shall give written or oral 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.
3) Except as provided in clauses (1) and (2), notice of an adjournment of a General Meeting or of the business to be transacted at an adjourned meeting is not required to be given.
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30. MAKING DECISIONS:
1) A question arising at a General Meeting of the association shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried, or carried unanimously, or carried by a particular majority, or lost, 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.
2) At a General Meeting of the association, a poll may be demanded by the chairperson or by not less than three (3) members present in person.
3) Where a poll is demanded at a General Meeting, the poll shall be taken -
(a) immediately, in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or
(b) in any other case, in such manner and at such time before the close of the meeting as the chairperson directs,
and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.
4) At a General Meeting of the association a returning officer will be appointed by the retiring committee to preside over the election of officers of the new committee.
5) For the purpose of electing members to serve on the committee, a secret ballot will be held at which the declaration of the returning officer shall lead to the appointment of each individual officer. Should a poll be demanded by not less than three (3) members present at the meeting, the returning officer will announce the number of votes for each candidate.
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31. SPECIAL RESOLUTION:
A resolution of the association is a special resolution -
(a) if it is passed by a majority which comprises not less than 75% of such members of the association as, being entitled under these rules so to do, vote in person or by proxy at a General Meeting of which not less than twenty one (21) days written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules: - or
(b) where it is made to appear to the Commission that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a) - the resolution is passed in a manner specified by the Commission.
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32. VOTING:
1) Upon any question arising at a General Meeting of the association a member has one vote only.
2) All votes shall be given personally, or by proxy, but no member may hold more than three (3) proxies.
3) In the case of a equality of votes on a question at a General Meeting, the Chairperson of the meeting is entitled to exercise a second or casting vote.
4) A member of proxy is not entitled to vote at any General Meeting of the association unless all money due and payable by the member of proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then ensuing year.
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33. APPOINTMENT OF PROXIES:
1) Each member shall be entitled to appoint another member as proxy by notice given to the secretary no later than twenty four (24) hours before the time of the meeting in respect of which the proxy is appointed.
2) The notice appointing the proxy shall be in the form set out in Appendix 2 to these rules.
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MISCELLANEOUS
34. INSURANCE:
1) he association shall effect and maintain insurance pursuant to section 44 of the Act.
2) In addition to the insurance required under clause (1), the association may effect and maintain other insurance.
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35. FUNDS - SOURCE:
1) The funds of the association will be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in General Meeting, such other sources as the committee determines.
2) All money received by the association shall be deposited as soon as practicable and without deduction to the credit of the association's bank account.
3) The association shall, as soon as practicable after receiving any money, issue an appropriate receipt.
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36. FUNDS - MANAGEMENT:
1) Subject to any resolution passed by the association in General Meeting, the funds of the association shall be used in pursuance of the objects of the association in such manner as the committee determines.
2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two members of the committee or employees of the association, being members or employees authorised to do so by the committee.
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37. ALTERATION OF OBJECTS AND RULES:
The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the association.
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38. COMMON SEAL:
1) The common seal of the association shall be kept in the custody of the public officer.
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 or secretary.
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39. CUSTODY OF BOOKS, ETC:
Except as otherwise provided by these rules, the public officer shall keep in his or her custody or under his or her control all records, books, and other documents relating to the association.
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40. INSPECTION OF BOOKS, ETC:
The records, books and other documents of the association shall be open to inspection, free of charge, by a member of the association at any reasonable hour.
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41. SERVICE OF NOTICES:
1) For the purpose of these rules, a notice may be served by or on behalf of the association upon any member either personally or by sending it by post to the member at the member's address shown in the register of members
2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
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42. SURPLUS PROPERTY:
1) In the event of the winding up or the cancellation of the incorporation of the association, the association shall pass a special resolution nominating a similar incorporated association as the association in which to vest its surplus property pursuant to section 53 (2) of the Act.
2) The incorporated association so nominated shall be one which fulfills the requirements specified in section 53 (2), (a) - (c) of the Act.
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43. BY-LAWS:
1) This association at no time shall endorse or recommend any candidate for political office.
2) A levy will be payable by all members selected for an acting role in any production. This levy will consist of a sum to be set by the committee as an acting levy plus the cost of the script. The acting levy will not exceed the cost of the script.
3) A script charge will also be made upon any member taking an active part in a production and needing a script, but who does not have stage role.
4) All levies will be waived in respect of members who can demonstrate hardship; i.e., unemployment, still at school, or any other circumstances which shall be accepted by the committee as causing financial hardship.
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END OF CONSTITUTION of GLENBROOK PLAYERS Inc.
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