Constitution

Dante Alighieri Society of Western Australia (Inc.)

as amended – 15.12.11

  1. Name of Association
  2. Definitions
  3. Objects of Association
  4. Powers of Association
  5. Membership
  6. Register of members of Association
  7. Subscriptions of members of Association
  8. Termination of membership of the Association
  9. Suspension or expulsion of members of Association
  10. Management Committee
  11. President and Vice-President
  12. Secretary
  13. Treasurer
  14. Casual vacancies in membership of Committee
  15. Proceedings of Committee Meetings
  16. General Meetings
  17. Quorum and proceedings at General Meetings
  18. Minutes of meetings of Association
  19. Voting rights of members of Association
  20. Proxies of members of Association
  21. Rules of Association
  22. Common Seal
  23. Inspection of records and minutes of Association
  24. Disputes and mediation
  25. Dissolution
  26. Audit
  27. Financial Year
  28. Publications
  29. Non Profit Making Clause
  30. Notices
  31. Governing Law
  32. Forum

 

Dante Alighieri Society of Western Australia (Inc.)

CONSTITUTION

1.         Name of Association

The name of the association is the “Dante Alighieri Society of Western Australia (Incorporated)”.

2.         Definitions

In these rules –
“the Society” refers to the Dante Alighieri Society of Western Australia (Incorporated );
“Annual General Meeting (AGM)” is the meeting convened under paragraph (b) of rule 16.1;
“Committee meeting” means a meeting referred to in rule 15;
“Committee member” means person referred to in paragraph (a), (b), (c), (d) or (e) of rule 10.1;
“convene” means to call together for a formal meeting;
“department” means the government department with responsibility for administering the Associations Incorporation Act (1987);
“financial year” means a period of time commencing the 1st July and ending the 30th June of the following year;
“general meeting” means a meeting to which all members are invited;
“member” means member of the Association;
“poll” means voting conducted in written form (as opposed to a show of hands);
“Special General Meeting (SGM)” means a general meeting of all members other than the Annual General Meeting;
“ordinary resolution” means resolution other than a special resolution;
“special resolution” is a resolution passed by a majority of not less than three-fourths of the members of the Society who are entitled to vote as referred to in paragraph (b) of rule 17.7;
“the Act” means the Associations Incorporation Act 1987;
“the Association” means the Association referred to in rule 1;
“the Commissioner” means the Commissioner for Fair Trading exercising powers under the Act;
“the President” means –
(a) the person presiding at the Committee meeting or General Meeting in accordance with rule 11; or
(b) the person referred to in paragraph (a) of rule 10.1;
“the Vice-President” means the Vice-President referred to in paragraph (b) of rule 10.1;
“the Secretary” means the Secretary referred to in paragraph (c) of rule 10.1;
“the Treasurer” means the Treasurer referred to in paragraph (d) of rule 10.1;
“the Committee” means the Committee of Management of the Society referred to in rule 10.1;

3.         Objects of Association

The Dante Alighieri Society of Western Australia (Incorporated) is a cultural body with no national, religious or political affiliations. The objects of the Society are :
(a) to foster interest in Italian culture;
(b) to promote and teach the Italian language;
(c) to promote friendly relations between Australians, Italians and members of other nationalities among the local population;
(d) to promote awareness of the cultural differences within the broad Italian community in Italy and in Australia in order to stimulate healthy discourse;
(e) to preserve and disseminate Italian culture and language among Italians and non Italians.

4.         Powers of Association

The powers conferred on the Society are the same as those conferred by section 13 of the Act and may do all things necessary to further the objects of the Society, and in particular, may –
(b) open and operate bank accounts;
(e) give such security for the discharge of liabilities incurred by the Society as the Society thinks fit;
(f) appoint agents to transact any business of the Society on its behalf;
(g) enter into any other contract it considers necessary or desirable; and
(h) may act as trustee and accept and hold real and personal property upon trust, but does not have power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene the Act or the rules of the Society.

5          Membership

(5.1) The membership of the Society consists of:
(a) ordinary members, who pay an annual subscription;
(b) associate membership automatically conferred to anyone who is a fully paid and enrolled student of the Society and is entitled to participate in the Society’s cultural events but does not confer the right to vote;
(c) Life membership may be conferred upon a member at an AGM in recognition of outstanding contributions to the Society and its objects over a long period of time. Life members shall exercise the same rights as financial members.

(5.2) A person who wishes to become a member must:
(a) submit in writing an Application for Membership as the Committee from time to time directs;
(b) be proposed by a financial member of the Society;
(c) sign the Application for Membership together with the proposing member.

(5.3) The Committee members will consider each submitted Application for Membership at a Committee meeting and must at the Committee meeting or the next Committee meeting accept or reject that application. The Secretary shall as soon as practicable, inform the applicant in writing of the result of the application.

(5.4) An applicant whose application for membership is rejected must, if he or she wishes to appeal against that decision, give notice to the Secretary of his or her intention to do so within a period of 14 days from the date when he or she is advised of the rejection.

(5.5) When notice is given under sub-rule (5.4), the Society in a general meeting no later than the next AGM, must either confirm or set aside the decision of the Committee to reject the application, after having afforded the applicant who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Society in the general meeting.

6          Register of members of Association

(6.1) The Secretary, on behalf of the Society, must comply with section 27 of the Act by keeping and maintaining an up-to- date register of the members of the Society and, upon the written request of a member of the Society, shall make the register available for the inspection of the member. The member may make a copy of or take an extract from the register but shall have no right to remove the register for that purpose.

(6.2) The register of members must be so kept and maintained showing name, address and the date of commencement of membership. The register should be kept on the premises of the offices of the Society.

(6.3) The Secretary must cause the name of a person who dies or who ceases to be a member under rule 8 to be deleted from the register of members.

7          Subscriptions of members of Association

(7.1) The members may from time to time at a general meeting determine the amount of the subscription to be paid by each member.

(7.2) Each member must pay to the Treasurer, annually on or before the AGM or such other date as the Committee from time to time determines, the amount of the subscription. For new members, membership dues are payable within one month of the applicant’s nomination being accepted by the Committee.

(7.3) A member whose subscription is not paid within three months after the relevant date fixed by or under sub-rule (7.2) ceases on the expiry of that period to be a member, unless the Committee decides otherwise.

(7.4) A person exercises all the rights and obligations of a member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under sub-rule (7.2) or within three months thereafter, or such other time as the Committee allows. A member shall have attained his/her 18th year before becoming eligible to vote.

8          Termination of membership of the Association

Membership of the Society may be terminated upon –
(a) receipt by the Secretary, or another Committee member, of a notice in writing from a member of his or her resignation from the Society. Such person remains liable to pay to the Society the amount of any subscription due; or
(b) non-payment by a member of his or her subscription within three months of the date fixed by the Committee for subscriptions to be paid, unless the Committee decides otherwise; or
(c) expulsion of a member in accordance with rule 9.

9          Suspension or expulsion of members of Association

(9.1) If the Committee considers that a member should be suspended or expelled from membership of the Society because his or her conduct is detrimental to the interests of the Society, the Committee must communicate in writing to the member –
(a) a notice of the proposed suspension or expulsion and of the time, date and place of the Committee meeting at which the question of that suspension or expulsion will be decided; and
(b) particulars of that conduct, not less than 30 days before the date of the Committee meeting referred to in paragraph (a).

(9.2) At the Committee meeting referred to in a notice communicated under sub-rule (9.1), the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, suspend or expel or decline to suspend or expel that member from membership of the Society and must, forthwith after deciding whether or not to suspend or expel that member, communicate that decision in writing to that member.

(9.3) Subject to sub-rule (9.5), a member has his or her membership suspended or ceases to be a member 14 days after the day on which the decision to suspend or expel a member is communicated to him or her.

(9.4) A member who is suspended or expelled , if he or she wishes to appeal against that suspension or expulsion, must give notice to the Secretary of his or her intention to do so within the period of 14 days.

(9.5) When notice to appeal is given by a member who has been suspended or expelled –
(a) the Society has to call a general meeting within four weeks of notification of appeal. At the general meeting a majority of one will either confirm or set aside the decision of the Committee to suspend or expel the member, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Society in the general meeting; and
(b) the member who gave that notice is not suspended or does not cease to be a member unless and until the decision of the general meeting to suspend or expel him or her is confirmed under this sub-rule.

10        Management Committee

(10.1) Subject to sub-rule (10.9), the affairs of the Society will be managed exclusively by a Management Committee consisting of –
(a) a President
(b) a Vice-President;
(c) a Secretary;
(d) a Treasurer; and
(e) not less than five and no more than seven other committee members, all of whom must be financial members of the Society.

(10.2) The office bearers and committee members, shall be elected at the AGM for a period of one year or appointed under sub-rule (10.8).

(10.3) Subject to sub-rule (10.8), a Committee member’s term will be from his or her election until the AGM after his or her election and he or she is eligible for re-election to membership of the Committee. The same person may not occupy the office of President for more than three consecutive years.

(10.4) Except for nominees under sub-rule (10.7), a person is not eligible for election to membership of the Committee unless has been a member of the Society for at least nine months and two members have nominated him or her for election by delivering notice in writing of that nomination, signed by the nominators and the nominee to signify his or her willingness to stand for election, to the Secretary not less than seven days before the day on which the AGM concerned is to be held.

(10.5) A person who is eligible for election or re-election under this rule may –
(a) propose or second himself or herself for election or re-election; and
(b) vote for himself or herself.

(10.6) If the number of persons nominated in accordance with sub-rule (10.4) for election to membership of the Committee does not exceed the number of vacancies in that membership to be filled –
(a) the Secretary must report accordingly to the President; and
(b) the President must declare those persons to be duly elected as members of the Committee at the AGM concerned.

(10.7) If after the declaration under sub-rule (10.6) vacancies remain on the Committee, additional nominations of Committee members may be accepted from the floor of the AGM. If such nominations from the floor do not exceed the number of vacancies the President must declare those persons to be duly elected as members of Committee. Where the number of nominations from the floor exceeds the remaining number of vacancies on the Committee, elections for those positions must be conducted.

(10.8) If after the application of sub-rule (10.7) a vacancy remains on the Committee, or when a casual vacancy within the meaning of rule 14 occurs in the membership of the Committee –
(a) the Committee may appoint a member to fill that vacancy; and
(b) a member appointed under this sub-rule will hold office until the election referred to in sub-rule (10.2) and be eligible for election to membership of the Committee, at the next following AGM.

(10.9) The Committee may delegate, in writing, to one to more sub-committees (consisting of such member or members of the Society as the Committee thinks fit) the exercise of such functions of the Committee as are specified in the delegation other than –
(a) the power of delegation; and
(b) a function which is a duty imposed on the Committee by the Act or any other law.

(10.10) At the commencement of every year, following the AGM, the following sub-committees shall be appointed:

  • Italian Language School Sub-committee
  • Editorial Sub-committee
  • Social/Fundraising Sub-committee
  • Any other sub-committee deemed necessary to fulfil the objects of the Society.

(a) Each sub-committee shall consist of a co-ordinator who shall be a member of the Committee, or who shall be in close contact with the Management Committee, and as many members with appropriate skills as are necessary to ensure the effectiveness of the sub-committee.
(b) The co-ordinators of sub-committees are responsible for convening meetings and ensuring that meetings are properly minuted and tabled at the full Management Committee. The President is an ex-officio member of all sub-committees.

(10.11) Any delegation under sub-rule (10.9) may be subject to such conditions and limitations as to the exercise of that function or as to time and circumstances as are specified in the written delegation and the Committee may continue to exercise any function delegated.

(10.12) The Executive Committee shall consist of the President, Vice-President, Secretary and Treasurer.

(10.13) The President may summon a Management Committee meeting at anytime. Otherwise, the Secretary, if requested in writing by any five members of the Management Committee, shall summon such a meeting.

(10.14) All members of the Management Committee are bound by the rules and regulations of the Society and the Associations Incorporations Act.

(10.15) The Committee may, in writing, revoke wholly or in part any delegation under sub-rule (10.9).

11        President and Vice-President

(11.1) The President must preside at all general meetings and Committee meetings.

(11.2) In the event of the absence from a general meeting of –
(a) the President, the Vice-President; or
(b) both the President and the Vice-President, a member elected by the other members present at the general meeting, must preside at the general meeting.

(11.3) In the event of the absence from a Committee meeting of –
(a) the President, the Vice-President; or
(b) both the President and the Vice-President, a Committee member elected by the other Committee members present at the Committee meeting, must preside at the Committee meeting.

(11.4) The President shall be the spokesperson on behalf of the Society. Furthermore, the President is an ex-officio member of all sub-committees.

(11.5) The Vice-President shall generally assist the President and carry out other tasks delegated by the Management Committee. In the case of incapacity, absence or resignation of the President, the Vice-President shall carry out all duties of the President until the President can resume duties or a new President has been elected at an AGM or SGM.

12        Secretary

The Secretary must –
(a) co-ordinate the correspondence of the Society;
(b) keep full and correct minutes of the proceedings of the Committee and of the Society;
(c) comply on behalf of the Society with section 27 of the Act with respect to the register of members of the Society, as referred to in rule 6;
(d) comply on behalf of the Society with section 28 of the Act with respect to keeping and maintaining in an up-to-date condition the rules of the Society and, upon the written request of a member of the Society, must make available those rules for the inspection of the member and the member may make a copy of or take an extract from the rules but will have no right to remove the rules for that purpose; and
(e) comply on behalf of the Society with section 29 of the Act by maintaining a record of –
(i) the names and residential or postal addresses of the persons who hold the offices of the Society provided for by these rules, including all offices held by the persons who constitute the Committee and persons who are authorised to use the common seal of the Society under rule 22; and
(ii) the names and residential or postal addresses of any persons who are appointed or act as trustees on behalf of the Society, and the Secretary must, upon the written request of a member of the Society, make available the record for the inspection of the member and the member may make a copy of or take an extract from the record but will have no right to remove the record for that purpose;
(f) unless the members resolve otherwise at a general meeting, have custody of all books, documents, records and registers of the Society, other than those to be kept in the custody of the Treasurer;
(g) maintain an up-to-date copy of the Constitution. The Secretary shall perform such other duties as are imposed by the Society’s rules on the Secretary, e.g. prepare agendas and notices of meetings.

13        Treasurer

The Treasurer must –
(a) be responsible for the receipt of all moneys paid to or received by, or by him or her on behalf of, the Society and must issue receipts for those moneys in the name of the Society;
(b) pay all moneys referred to in paragraph (a) into such account or accounts of the Society as the Committee may from time to time direct;
(c) make payments from the funds of the Society with the authority of a general meeting of the Committee and in so doing ensure that all cheques are signed by himself or herself and at least one other authorised Committee member, or by any two others as are authorised by the Committee;
(d) comply on behalf of the Society with the Act in respect to the accounting records of the Society by –
(iv) submitting to members at each AGM accounts of the Society showing the financial position of the Society at the end of the immediately preceding financial year.
(e) whenever directed to do so by the Management Committee, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;
(f) unless the members resolve otherwise at a general meeting, have custody of all securities, books and documents of a financial nature and accounting records of the Society, including those referred to in paragraphs (d) and (e); and
(g) perform such duties as are imposed by the Associations Incorporations Act on the Treasurer.

14        Casual vacancies in membership of Committee

(14.1) A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member –
(a) dies;
(b) resigns by notice in writing delivered to the President or, if the Committee member is the President, to the Vice-President and that resignation is accepted by resolution of the Committee;
(c) is convicted of an offence under the Act;
(d) is permanently incapacitated by mental or physical ill-health;
(e) is absent from more than three consecutive Committee meetings, or three Committee meetings in the same financial year without tendering an apology to the person presiding at each of those Committee meetings; of which meetings the member received notice, and the Committee has resolved to declare the office vacant;
(f) ceases to be a member of the Society; or
(g) is the subject of a resolution passed by a general meeting of members terminating his or her appointment as a Committee member.

(14.2) When a casual vacancy occurs in the membership of the Committee –
(a) the Committee may appoint a member to fill that vacancy; and
(b) a member appointed under this sub-rule will hold office until the next AGM. Associate members are not eligible to be appointed to vacancies on the Management Committee.

15        Proceedings of Committee Meetings

(15.1) The Management Committee shall meet for the dispatch of business not less than once in each calendar month, with the exception of when the Society will be in recess.

(15.2) Each Committee member has a deliberative vote.

(15.3) A question arising at a Committee meeting must be decided by a majority of votes, but, if there is no majority, the person presiding at the Committee meeting will have a casting vote but does not have a deliberative vote.

(15.4) At a Committee meeting five Committee members constitute a quorum.

(15.5) Subject to these rules, the procedure and order of business to be followed at a Committee meeting must be determined by the Committee members present at the Committee meeting.

(15.6) As required under sections 21 and 22 of the Act, a Committee member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Committee (except if that pecuniary interest exists only by virtue of the fact that the member of the Committee is a member of a class of persons for whose benefit the Society is established), must –
(a) disclose the nature and extent of his or her interest to the Committee as soon as he or she becomes aware of that interest; and
(b) not take part in any deliberations or decision of the Committee with respect to that contract.

(15.7) Sub-rule (15.6) does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the member of the Committee is an employee of the Society.

(15.8) The Secretary must cause every disclosure made under sub-rule (15.6) by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.

16        General Meetings

(16.1) The Committee –
(a) may at any time convene a general meeting;
(b) must convene an Annual General Meeting within the time limits provided for the holding of such meetings by section 23 of the Act, that is, in every financial year within 4 months after the end of the Society’s financial year being the 30th of June or such longer period as may in a particular case be allowed by the Commissioner;
(c) must, within 30 days of –
(i) receiving a written original copy of a request stating the purpose to do so signed by not less than 15 per cent of the members, convene a Special General Meeting for the purpose specified in that request; or
(ii) the Secretary receiving a notice under rule 9.4, convene a general meeting to deal with the appeal to which that notice relates.

(d) must, after receiving a notice under rule 5.4, convene a general meeting, no later than the next AGM, at which the appeal referred to in the notice will be dealt with. Failing that, the applicant is entitled to address the Society at that next AGM in relation to the Committee’s rejection of his or her application and the Society at that meeting must confirm or set aside the decision of the Committee.

(e) the order of business for the Annual General Meeting shall be:
(i) Confirmation of minutes of the previous Annual General Meeting.
(ii) Presentation of reports and consideration of accounts.
(iii) Acceptance of “Bilanci consuntivo/preventivo”.
(iv) Election of committee members.
(v) Any other business of which members have been advised in the notice convening the meeting.

(16.2) If a Special General Meeting is not convened within the relevant period of 30 days referred to-
(a) in sub-rule (16.1) (c) (i), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee; or
(b) in sub-rule (16.1) (c) (ii), the member who gave the notice concerned may him or herself convene a special general meeting as if he or she were the Committee.

(16.3) When a special general meeting is convened under sub-rule (16.2) (a) or (b) the Society must pay the reasonable expenses of convening and holding the special general meeting.

(16.4) Subject to sub-rule (16.6), the Secretary must give to all members not less than 14 days notice of a special general meeting and that notice must specify-
(a) when and where the general meeting concerned is to be held; and
(b) particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.

(16.5) Subject to sub-rule (16.6), the Secretary must give to all members not less than 21 days notice of an AGM and that notice must specify –
(a) when and where the AGM is to be held;
(b) the particulars and order in which business is to be transacted, as follows-
(i) first, the consideration of the accounts and reports of the Committee;
(ii) second, the election of Committee members to replace outgoing Committee members; and
(iii) third, any other business requiring consideration by the Society at the general meeting.

(16.6) A special resolution may be moved either at a Special General Meeting or at an Annual General Meeting, however the Secretary must give to all members not less than 21 days notice of the meeting at which a special resolution is to be proposed. In addition to those matters specified in sub-rule (16.4) or (16.5), as relevant, the notice must also include the resolution to be proposed and the intention to propose the resolution as a special resolution.

(16.7) The Secretary must give a notice under sub-rule (16.4), (16.5) or (16.6) by-
(a) serving it on a member personally; or
(b) sending it by post to a member at the address of the member appearing in the register of members kept and maintained under rule 6.

(16.8) When a notice is sent by post under sub-rule (16.7) (b), sending of the notice will be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.

17        Quorum and proceedings at General Meetings

(17.1) At a general meeting, a quorum shall be at least twenty five percent of financial members present and including proxies.

(17.2) If within 30 minutes after the time specified for the holding of a general meeting a quorum is not present, the general meeting lapses or stands adjourned to the same time on the same day in the following week and to the same venue or other place agreed to by a clear majority of financial members present.

(17.3) If within 30 minutes of the time appointed by sub-rule (17.2) (b) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.

(17.4) The President may, with the consent of a general meeting at which a quorum is present, and must, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.

(17.5) There must not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.

(17.6) When a general meeting is adjourned for a period of 30 days or more, the Secretary must give notice of the adjourned general meeting as if that general meeting were a fresh general meeting.

(17.7) At a general meeting-
(a) an ordinary resolution put to the vote will be decided by a majority of votes cast on a show of hands, subject to sub-rule (17.9); and
(b) a special resolution put to the vote will be decided in accordance with section 24 of the Act, that is-
(i) A resolution is a special resolution if it is passed by a majority of not less than three-fourths of the members of the Society who are entitled under the rules of the Society to vote and vote in person or, where proxies or postal votes are allowed by the rules of the association by proxy or postal vote, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with those rules.
(ii) At a meeting at which a resolution proposed as a special resolution is submitted, a declaration by the person presiding that the resolution has been passed as a special resolution shall be evidence of the fact unless, during the meeting at which the resolution is submitted, a poll is demanded in accordance with the rules of the Society or, if the rules do not make provision as to the manner in which a poll may be demanded, by at least three members of the Society present in person or, where proxies are allowed, by proxy.
(iii) If a poll is demanded, a declaration by the person presiding as to the result of a poll is evidence of the matter so declared.

(17.8) A declaration by the President of a general meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with sub-rule (17.9).

(17.9) At a general meeting, a poll may be demanded by the President or by three or more members present in person or by proxy and, if so demanded, must be taken in such manner as the President directs.

(17.10) If a poll is demanded and taken under sub-rule (17.9) in respect of an ordinary resolution, a declaration by the President of the result of the poll is evidence of the matter so declared.

(17.11) A poll demanded under sub-rule (17.9) must be taken immediately on that demand being made.
(17.12) A Returning Officer for the conduct of the election shall be appointed by the Management Committee each year. The Returning Officer must not be a member of the Society.
(17.13). The voting system and the order of elections shall be determined by the Management Committee.
(17.14) Elections for positions of the Management Committee shall be held by secret ballot.

18        Minutes of meetings of Association

(18.1) The Secretary must cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting, as the case requires, in a minute book kept for that purpose.

(18.2) The President must ensure that the minutes taken of a general meeting or Committee meeting are checked and signed as correct by the President of the general meeting or Committee meeting to which those minutes relate or by the President of the next succeeding general meeting or Committee meeting, as the case requires.

(18.3) When minutes have been entered and signed as correct under this rule, they are, until the contrary is proved, evidence that –
(a) the general meeting or Committee meeting to which they relate (in this sub-rule called “the meeting”) was duly convened and held;
(b) all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and
(c) all appointments or elections purporting to have been made at the meeting have been validly made.

19        Voting rights of members of Association

(19.1) Subject to these rules, each member, who has been a member for six months, present in person or by proxy at a general meeting is entitled to a deliberative vote.

(19.2) A member which is a body corporate may appoint in writing a natural person, whether or not he or she is a member of the Society, to represent it at a particular general meeting or at all general meetings.

(19.3) An appointment made under sub-rule (19.2) must be made by a resolution of the board or other governing body of the body corporate concerned –
(a) which resolution is authenticated under the common seal of that body corporate; and
(b) a copy of which resolution is lodged with the Secretary.

(19.4) A person appointed under sub-rule (19.2) to represent a member which is a body corporate is deemed for all purposes to be a member until that appointment is revoked by the body corporate or, in the case of an appointment in respect of a particular general meeting, which appointment is not so revoked, the conclusion of that general meeting.

20        Proxies of members of Association

A member (in this rule called “the appointing member”) may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any general meeting.

21        Rules of Association

(21.1) The Society may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 17, 18 and 19 of the Act, which is as follows-
(a) Subject to sub-rule (21.1) (d) and (21.1) (e), the Society may alter its rules by special resolution but not otherwise;
(b) Within one month of the passing of a special resolution altering its rules, or such further time as the Commissioner may in a particular case allow (on written application by the Society), the Society must lodge with the Commissioner notice of the special resolution setting out particulars of the alteration together with a certificate given by a member of the Committee certifying that the resolution was duly passed as a special resolution and that the rules of the Society as so altered conform to the requirements of this Act;
(c) An alteration of the rules of the Society does not take effect until sub-rule (21.1) (b) is complied with;
(d) Name of the association does not take effect until sub-rules (21.1) (a) to (21.1) (c) are complied with and the approval of the Commissioner is given to the change of name;
(e) An alteration of the rules of the Society having effect to alter the objects or purposes of the association does not take effect until sub-rules (21.1) (a) to (21.1) (c) are complied with and the approval of the Commissioner is given to the alteration of the objects or purposes.
(21.2) These rules bind every member and the Society to the same extent as if every member and the Society had signed and sealed these rules and agreed to be bound by all their provisions.

22        Common Seal

(22.1) The Society has a common seal on which its corporate name appears in legible characters.

(22.2) The common seal of the Society will not be used without the express authority of the Committee and every use of that common seal must be recorded in the minute book referred to in rule 18.

(22.3) The affixing of the common seal of the Society must be witnessed by any two of the President, the Secretary and the Treasurer.

(22.4) The common seal of the Society must be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

23        Inspection of records and minutes of Association

A member, within 30 days from a written request, may at any reasonable time inspect without charge documents, records and securities of the Society. With the exception of records of a confidential nature such as employee and student details.

24        Disputes and mediation

(24.1) The grievance procedure set out in this rule applies to disputes under these rules between –
(a) a member and another member; or
(b) a member and the Society; or
(c) if the Society provides services to non-members, those non-members who receive services from the Society, and the Society.

(24.2) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.

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

(24.4) The mediator must be-
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement –
(i) in the case of a dispute between a member and another member, a person appointed by the Committee of the Society;
(ii) in the case of a dispute between a member or relevant non-member (as defined by sub-rule (24.1) (c)) and the Society, a person who is a mediator appointed to, or employed with, a not for profit organisation.

(24.5) A member of the Society can be a mediator.

(24.6) The mediator cannot be a member who is a party to the dispute.

(24.7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(24.8) The mediator, in conducting the mediation, must-
(a) give the parties to the mediation process every opportunity to be heard;
(b) allow due consideration by all parties of any written statement submitted by any party; and
(c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

(24.9) The mediator must not determine the dispute.

(24.10) The mediation must be confidential and without prejudice.

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

25.       Dissolution

The Society may be dissolved or wound up by a resolution at any general meeting or at a Special General Meeting called for such purpose. If upon the dissolution or winding up of the Society there remain, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to, transferred or distributed amongst the members of the Society. It should be given to some other society, institution or body having objects similar wholly or in part to the objects of the Society, provided that the society, institution or body shall prohibit the distribution of its income and property amongst its members, or it shall be paid to or transferred to some charitable object, which association, institution, body or object shall be determined by the members of the Society at or before the time of dissolution or winding up.

In default of any such resolution, such payment, transfer or distribution shall be determined by a Judge of the District Court.

26.       Audit

The Auditor shall examine all accounts, vouchers, receipt, books, etc., and furnish a report thereon to the members of the Annual General Meeting. Audits shall be conducted at regular intervals of not more than twelve months. The auditor shall not be a member or closely related to a member of the Management Committee.

27.       Financial Year

The financial year shall be from 1 July to 30 June of the following year.

28.       Publications

The Society will publish a periodical known as Messaggero di Dante. Issues will be, if possible, monthly with the exception of the summer months when the Society is in recess.

29.       Non Profit Making Clause

The property and income of the Society shall be applied solely towards the promotion of the objects of the Society and no part of that property or income may be paid or otherwise distributed, directly or indirectly to members. Obvious conflict of interest or apparent conflict of interest will not be tolerated. In an emergency, when the objective of the Society can only be resolved by a situation which may appear to be a conflict of interest, a Committee resolution will be communicated to the members for approval.

30.       Notices

A notice may be given to any association, institution or delegate whether personally or by sending:
(a) by post to the registered address or if there is no registered address to the address last known to the Management Committee. Where a notice is sent by post, service of the notice shall be deemed to be effective by properly addressing, prepaying and posting a letter or an envelope containing the notice and have been effected, in the case of the notice, on the day after the date of its posting, and in any other case the time at which the letter would be delivered in the ordinary course of post;
(b) by fax to the registered address and facsimile number last given to the Secretary or Administrative Officer where the Notice is sent, showing confirmation of time and date of the delivery of the Notice sent by facsimile transmission; or
(c) by e-mail to the registered address and e-mail address last given to the Secretary or Administrative Officer where the Notice is sent, showing confirmation of time and date of delivery of Notice sent by e-mail transmission.

31.       Governing law

This Constitution is made pursuant to and is governed by the Laws of the State of Western Australia.

32.       Forum

The appropriate forum shall be any Court of Competent Jurisdiction in the State of Western Australia.