MUSIC THEATRE GUILD OF VICTORIA INCORPORATED REG. NO A00193095

RULES OF INCORPORATION

23^rd June 1989, Revised 13^th July 2002

RULES FOR AN INCORPORATED ASSOCIATION – ASSOCIATION INCORPORATION ACT 1981 – SCHEDULE 3

1. NAME:

The incorporated association is the MUSIC THEATRE GUILD OF VICTORIA INCORPORATED

(In these Rules called the Association)

2. DEFINITIONS:

(1) In these Rules, unless the contrary intention appears -

"Act" means the Associations Incorporation Act 1981;

"Committee" means the Committee of Management of the Association;

"Financial Year" means the year ending on 30 June;

"General Meeting" means a general meeting of members convened in accordance with

Rule 12.

"Member" means a member of the Association and includes Company Member, Individual Member and Life Member;

"Ordinary Member of the Committee" means a member of the committee who is not an officer of

the Association under Rule 2l;

"Regulations" means regulations under the Act;

"Relevant documents" has the same meaning as in the Act;

(2) In these Rules, a reference to the SECRETARY of an Association is a reference -

(a) Where a person holds office under these Rules as SECRETARY of the Association – to

that person; and

(b) In any other case, to the Public Officer of the Association.

(3) Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.

3. ALTERATION OF THE RULES

These Rules and the statement of purposes of the Association must not be altered except in

accordance with the Act.

4. MEMBERSHIP, ENTRY FEES AND SUBSCRIPTION

(1) (a) A person or body of people who applies and is approved for membership as provided in these Rules is eligible to be member of the Association on payment of the annual subscription payable under these Rules.

(b) Membership of the Association shall be in the following categories:-

(i) Company Members- any body of people who stage non-professional

musical theatrical productions;

(ii) Individual Members- any natural person.

(iii) Life Members- The Committee may appoint current or past member(s) to be a Life

Member(s) of the Association.

(2) A person or body of people who is not a member of the Association at the time of the incorporation of the Association (or who was a member at that time but has ceased to be a member) must not be admitted to membership unless -

(a) he/she/they apply for membership in accordance with sub-rule (3); and

(b) the admission as a member is approved by the committee

(3) An application of a person or body of people for membership of the Association must -

(a) be made in writing in the form set out in Appendix 1;

(b) be lodged with the SECRETARY of the Association.

(4) As soon as practicable after the receipt of an application, the SECRETARY must refer the

application to the Committee.

(5) The committee must determine whether to approve or reject the application.

(6) If the committee approves an application for membership, the SECRETARY must, as soon as practicable -

(a) notify the applicant in writing of the approval for membership; and

(b) request payment within 28 days after receipt of the notification of the sum payable under these Rules as the first year's annual subscription.

(7) The SECRETARY must, within 28 days after the receipt of the amounts referred to in sub- rule (6), enter the applicant's name in the register of members.

(8) An applicant for membership becomes a member and is entitled to exercise the rights of membership when his/her/their name is entered in the register of members.

(9) If the committee rejects an application, the committee must, as soon as is practicable, notify the applicant in writing that the application has been rejected.

(10) A right, privilege, or obligation of a person or body of people by reason of membership of the Association -

(a) is not capable of being transferred or transmitted to another person; AND

(b) terminates upon the cessation of membership whether by death or resignation or otherwise.

(11) The annual subscription is the relevant amount as may be agreed at an Annual General Meeting of members and is payable in advance on or before 1 January in each year.

5. REGISTER OF MEMBERS

(1) The Secretary must keep and maintain a register of members containing -

(a) the name and address of each member: and

(b) the date on which each member's name was entered in the register.

(2) The register is available for inspection free of charge by any member upon request.

(3) A member may apply to the committee for permission to make a copy of entries in the register.

6. CEASING MEMBERSHIP

(1) A member of the Association who has paid all moneys due and payable by a member of the Association may resign from the Association by giving one month's notice in writing to the SECRETARY of his/her/their intention to resign.

(2) After the expiry of the period referred to in sub-rule (1) -

(a) the member ceases to be a member; and

(b) the SECRETARY must record in the register of members the date on which the member ceased to be a member.

7. DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS

(1) Subject to these Rules, if the committee is of the opinion that a member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association, the committee may by resolution -

(a) suspend that member from membership of the Association for a specified period; or

(b) expel that member from the Association.

(2) A resolution of the committee under sub-rule (1) does not take effect unless -

(a) at a meeting held in accordance with sub-rule (3), the committee confirms the resolution; and

(b) if the member exercised a right of appeal to the Association under this rule, the Association confirms the resolution in accordance with this rule.

(3) A meeting of the committee to confirm or revoke a resolution passed under sub-rule (1) must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with sub-rule (4);

(4) For the purposes of giving notice in accordance with sub-rule (3) the SECRETARY must, as soon as practicable, cause to be given to the member a written notice -

(a) setting out the resolution of the committee and the grounds on which it is based; and

(b) stating that the member, or his/her/their representative, may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after the notice has been given to that member; and

(c) stating the date, place and time of that meeting; and

(d) informing the member that he/she/they may do one or both of the following -

(i) attend that meeting;

(ii) give to the committee before the date of that meeting a written statement seeking the revocation of the resolution;

(e) informing the member that, if at that meeting, the committee confirms the resolution, he/she/they may not later than 48 hours after that meeting, give the SECRETARY a notice to the effect that he/she/they wishes to appeal to the Association in general meeting against the resolution.

(5) At a meeting of the committee to confirm or revoke a resolution passed under sub-rule (1), the committee must -

(a) give the member, or his/her/their representative, an opportunity to be heard; and

(b) give due consideration to any written statement submitted by the member; and

(c) determine by resolution whether to confirm or to revoke the resolution.

(6) If at the meeting of the committee, the committee confirms the resolution, the member may, not later than 48 hours after that meeting, give the SECRETARY a notice to the effect that he/she/they wish to appeal to the Association in general meeting against the resolution.

(7) If the SECRETARY receives a notice under sub-rule(6), he or she must notify the committee and the committee must convene a general meeting of the Association to be held within 21 days after the date on which the SECRETARY received the notice.

(8) At a general meeting of the Association convened under sub-rule (7)-

(a) no business other than the question of the appeal may be conducted; and

(b) the committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; and

(c) the member, or his/her/their representative, must be given an opportunity to be heard; and

(d) the members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked.

(9) A resolution is confirmed if, at the general meeting, not less than two-thirds of the members vote in person, or by proxy, in favour of the resolution. In any other case, the resolution is revoked.

8. DISPUTES AND MEDIATION

(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 Association.

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

(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.

(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 Association; or

(ii) in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).

(5) A member of the Association can be a mediator.

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

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

(8) The mediator, in conducting the mediation, must -

(a) give the parties to the mediation process every opportunity to be heard; and

(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.

(9) The mediator must not determine the dispute.

(10) 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 otherwise at law.

9. ANNUAL GENERAL MEETINGS

(1) The committee may determine the date, time and place of the Annual General Meeting of the Association.

(2) The Annual General Meeting must be held within 6 months of the end of the financial year.

(3) The notice convening the Annual General Meeting must specify that the meeting is an annual general meeting.

(3) The ordinary business of the annual general meeting shall be -

(a) to confirm the minutes of the previous annual general meeting and of any general meeting held since that meeting; and

(b) to receive from the committee reports upon the transactions of the Association during the last preceding financial year; and

(c) to elect OFFICERS of the Association and the ordinary members of the committee. .

(4) The annual general meeting may conduct any special business of which notice has been given in accordance with these Rules.

(5) The annual general meeting must be in addition to any other general meetings that may be held in the same year.

10. SPECIAL GENERAL MEETINGS

(1) In addition to the annual general meeting, any other general meeting may be held in the same year.

(2) All general meetings other than the annual general meeting are special general meetings.

(3) The committee may, whenever it thinks fit, convene a special general meeting of the Association.

(4) If, but for this sub-rule, more than 15 months would elapse between annual general meetings, the committee must convene a special general meeting before the expiration of that period.

(5) The committee must, on the request in writing of members representing not less than 5 per cent of the total number of members, convene a special general meeting of the Association.

(6) The request for a special general meeting must -

(a) state the objects of the meeting; and

(b) be signed by the members requesting the meeting; and

(c) be sent to the address of the SECRETARY.

(7) If the committee does not cause a special general meeting to be held within one month after the date on which the request is sent to the address of the SECRETARY, the members making the request, or any of them, may convene a special general meeting to be held not later than 3 months after that date.

(8) If a special general meeting is convened by members in accordance with this rule, it must be convened by the committee and all reasonable expenses incurred in convening the special general meeting must be refunded by the Association to the persons incurring the expenses.

11. SPECIAL BUSINESS

All business that is conducted at a special general meeting and all business that is conducted at the annual general meeting, except for business conducted under the rules as ordinary business of the annual general meeting, is deemed to be special business.

12. NOTICE OF GENERAL MEETINGS

(1) The SECRETARY of the Association, at least 14 days, or if a special resolution has been proposed at least 21 days, before the date fixed for holding a general meeting of the Association, must cause to be sent to each member of the Association, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.

(2) Notice may be sent -

(a) by prepaid post to the address appearing in the register of members; or

(b) if the member requests, by facsimile transmission or electronic transmission.

(3) No business other than that set out in the notice convening the meeting may be conducted at the meeting.

(4) A member intending to bring any business before a meeting may notify in writing, or by electronic transmission, the SECRETARY of that business, who must include that business in the notice calling the next general meeting.

13. QUORUM AT GENERAL MEETINGS

(1) No item of business may be conducted at a general meeting unless a quorum of members entitled under these Rules to vote is present at the time when the meeting is considering that item.

(2) Five members personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting.

(3) If, within half an hour after the appointment time for the commencement of a general meeting, a quorum is not present -

(i) in the case of a meeting convened upon the request of members - the meeting must be dissolved; and

(ii) in any other case - the meeting shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place.

(4) If at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members personally present (being not less than 3) shall be a quorum.

14. PRESIDING AT GENERAL MEETINGS

(1) THE PRESIDENT, or in the PRESIDENT's absence, the VICE-PRESIDENT, shall preside as chairperson at each general meeting of the Association.

(2) If the PRESIDENT and the VICE-PRESIDENT are absent from a general meeting, or are unable to preside, the members present must select one of their numbers to preside as chairperson.

15. ADJOURNMENT OF MEETINGS

(1) The person presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place.

(2) No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.

(3) If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with rule 12.

(4) Except as provided in sub-rule (13), it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.

16. VOTING AT GENERAL MEETINGS

(1) Upon any question arising at a general meeting of the Association, each company, individial and life member has one vote only. However company votes are weighted proportionate to individual votes in the ratio of 5:1.

(2) An individual may vote on behalf of him/ herself or a company but not for both.

(3) All votes must be given personally or by proxy.

(4) In the case of an equality of voting on a question, the chairperson of the meeting is entitled to exercise a second or casting vote.

(5) A member is not entitled to vote at a general meeting unless all moneys due and payable by the member to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.

17. POLL AT GENERAL MEETINGS

(1) If at a meeting a poll on any question is demanded by not less than 3 members, it must be taken at that meeting in such manner as the chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

(2) A poll that is demanded on the election of a chairperson or on a question of an adjournment must be taken immediately and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the chairperson may direct.

18. MANNER OF DETERMINING WHETHER RESOLUTION CARRIED

(1) If a question arising at a general meeting of the Association is determined on a show of hands -

(a) a declaration by the chairperson that a resolution has been -

(i) carried; or

(ii) carried unanimously; or

(iii) carried by a particular majority; or

(iv) lost; and

(b) 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.

19. PROXIES

(1) Each member is entitled to appoint another member as a proxy by notice given to the SECRETARY no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

(2) The notice appointing the proxy must be -

(a) for a meeting of the Association convened under rule (7) in the form set out in Appendix 2; or

(b) in any other case, in the form set out in Appendix 3.

20. COMMITTEE OF MANAGEMENT

(1) The affairs of the Association shall be managed by the committee of management.

(2) The committee –

(a) shall control and manage the business and affairs of the Association; and

(b) may, subject to these Rules, the Act and the Regulations, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association.

(c) subject to these Rules, the Act and the Regulations, has power to perform all such acts and things as appear to the committee to be essential for the proper management of the business and affairs of the Association.

(3) Subject of section 23 of the Act, the committee shall consist of -

(a) the OFFICERS of the Association; and

(b) Up to eight ordinary members - each of whom shall be elected at the annual general meeting of the Association in each year.

21. OFFICE HOLDERS

(1) the officers of the Association shall be -

(a) a PRESIDENT;

(b) a VICE-PRESIDENT;

(c) a TREASURER; and

(d) a SECRETARY

(2) The provisions of rule 23, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any other offices referred to in sub-rule (1).