Group Rules

  1. Interpretation

    1. In these rules - Act means the Associations Incorporation Act 1981. present -

      1. at a management committee meeting, see rule 23(6); or
      2. at a general meeting, see rule 37(2).
    2. A word or expression that is not defined in these model rules, but is defined in the Act has, if the context permits, the meaning given by the Act.

  2. Name

    The name of the incorporated association is HSBNE Inc

  3. Objects

    The objects of the association are -

    To provide a physical space where hackers, computer geeks, engineers, circuit benders, crafters, and those with interests in computer security, technology, electronics, hacking(1) and related topics (and other creative types with a similar ethos ) can gather to share ideas, knowledge, equipment, and opinions in a friendly and collaborative atmosphere, for the pleasure and accommodation of members and their guests;

    The establishment and operation of a social club for individuals interested in the above topics;

    To provide related services and tools for fostering playful cleverness, as determined by the membership.

    Sharing information and knowledge for the mutual benefit of the members and interested parties;

    Organizing technical, educational, and social events - for members and non-members for the purpose of training,learning, and fund-raising;

    Promoting awareness of digital privacy and digital rights issues affecting members in civil society;

    And such other complementary purposes not inconsistent with these objects.

  4. Powers

    1. The association has the powers of an individual.
    2. The association may, for example -

      1. enter into contracts; and
      2. acquire, hold, deal with and dispose of property; and
      3. make charges for services and facilities it supplies; and
      4. do other things necessary or convenient to be done in carrying out its affairs.
    3. The association may take over the funds and other assets and liabilities of the present unincorporated association known as Hackerspace Brisbane
    4. The association may also issue secured and unsecured notes, debentures and debenture stock for the association.
  5. Classes of members

    1. The membership of the association consists of ordinary members.
    2. The number of ordinary members is unlimited.
  6. New membership

    1. All new members must declare their intent to join to one or more of the management committee and then pay at least 1 months membership in advance and inform one or more of the management committee.
    2. Upon confirmation of payment by the treasurer, a person is considered a full member for the purposes of dues, but must complete other activities set by the executive, such as ( but not limited to ) induction, before their admission process is completed.
    3. Upon completed admission as a member, the new member will be issued with an RFID entry card at the earliest possible convenience.
    4. Users who do not complete their membership admission process within 30 days, have no membership rights, and all prior payments are forfeit.
  7. Membership fees

    1. The membership fee :

      1. is the amount decided by the members from time to time at a general meeting; and
      2. is payable when, and in the way, the management committee decides.
    2. A member of the incorporated association who, before becoming a member, has paid the members annual subscription for membership of the unincorporated association on or before a day fixed by the management committee, is not liable to pay a further amount of annual subscription for the period before the day fixed by the management committee as the day on which the next annual subscription is payable.
    3. Member Fees may be waived in part or in full for a three month period due to financial hardship or relocation by written petition signed by at least two thirds (2/3rds) of the management committee.
    4. Payment of dues may be waived for any other reason only by voting members at a duly called meeting.
    5. At the time of Incorporation, the membership fee for each ordinary membership is $60 per calendar month for members who are employed. It is $30 per month for students and unemployed persons. When paid in-advance and for a minimum of 3 months at a time, it is $55 per calendar month for members who are employed.
    6. The management committee, may for the purposes of a promotion and/or event discount the membership fee for new members up to 50% to a maximum of 3 months.
  8. Admission and rejection of new members

    1. The management committee may consider an application for membership at the next committee meeting held after it receives -

      1. the application for membership; and
      2. the appropriate membership fee for the application.
    2. The management committee must ensure that, as soon as possible after the person applies to become a member of the association, and before the management committee considers the persons application, the person is advised -

      1. whether or not the association has public liability insurance; and
      2. if the association has public liability insurance - the amount of the insurance.
    3. The management committee must decide whether to accept or reject the application.
    4. If a majority of the members of the management committee vote to accept the applicant as a member, the applicant must be accepted as a member for the class of membership applied for.
    5. The secretary of the association must, as soon as practicable after the management committee decides to accept or reject an application, give the applicant a written notice (including electronic) of the decision.
  9. When membership ends

    1. A member may resign from the association by giving a written (including electronic) notice of resignation to the secretary.
    2. The resignation takes effect at -

      1. the time the notice is received by the secretary; or
      2. if a later time is stated in the notice - the later time.
    3. The management committee may terminate a members membership if the member -

      1. is convicted of an indictable offense; or
      2. does not comply with any of the provisions of these rules or applicable by-laws such as the Code of Conduct, Safe Space Policy, or Dispute Resolution Policy; or
      3. has membership fees in arrears; or
      4. conducts himself or herself in a way considered to be injurious or prejudicial to the character or interests of the association.
    4. Before the management committee terminates a members membership, the committee must give the member a full and fair opportunity to show why the membership should not be terminated and pursuant to subrule (3) must allow the member every opportunity to pay arrears or apply for fees to be waived due to financial hardship as per rule 8 subrule (3) or (4)
    5. If, after considering all representations made by the member, the management committee decides to terminate the membership, the secretary of the committee must give the member a written notice of the decision, and must notify the general membership via the official communications medium of the association.
  10. Appeal against rejection or termination of membership

    1. A person whose application for membership has been rejected, or whose membership has been terminated, must give the general membership written notice of the persons intention to appeal against the decision.
    2. A notice of intention to appeal must be given within 7 days after the person receives written notice of the decision.
    3. If the secretary receives a notice of intention to appeal via a public announcement, the secretary must, within 7 days after receiving the notice, call a general meeting to decide the appeal.
    4. If the reason for termination was substantiated belief of illegal behaviour the appeals process is not available to the person whos membership has been terminated.
  11. General meeting to decide appeal

    1. The general meeting to decide an appeal must be held within 5 weeks after the secretary receives the notice of intention to appeal.
    2. At the meeting, the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated.
    3. Also, the management committee and the members of the committee who rejected the application or terminated the membership must be given a full and fair opportunity to show why the application should be rejected or the membership should be terminated.
    4. An appeal must be decided by a majority vote of the members present and eligible to vote at the meeting.
    5. If a person whose application for membership has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the membership fee paid by the person.
  12. Register of members

    1. The management committee must keep a register of members of the association ( electronic form is preferred).
    2. The register must include the following particulars for each member -

      1. the full name of the member;
      2. the postal, e-mail, or residential address of the member;
      3. the date of admission as a member;
      4. the date of death or time of resignation of the member, if available;
      5. details about the termination or reinstatement of membership;
      6. any other particulars the management committee or the members at a general meeting decide.
    3. The register must be available for inspection by members of the association at all reasonable times.
    4. A member must contact the secretary to arrange an inspection of the register.
    5. However, the management committee may, on the application of a member of the association, withhold information about the member (other than the members full name) from the register available for inspection if the management committee has reasonable grounds for believing the disclosure of the information would put the member at risk of harm.
  13. Prohibition on use of information on register of members

    1. A member of the association must not -

      1. use information obtained from the register of members of the association to contact, or send material to, another member of the association for the purpose of advertising for political, religious, charitable or commercial purposes; or
      2. disclose information obtained from the register to someone else, knowing that the information is likely to be used to contact, or send material to, another member of the association for the purpose of advertising for political, religious, charitable or commercial purposes.
    2. Subrule (1) does not apply if the use or disclosure of the information is approved by the association and is also approved by the member in question.

  14. Position of President

    The President’s functions include, but are not limited to -

    1. Acting as a spokesperson for the group, or designating spokespersons as necessary.
    2. Leading meetings and other activities as chairperson, wherever possible.
    3. Promotion of the association
    4. Point of contact for the association for internal and external parties.
    5. Other duties as required. For example, but not limited to:

      1. Vision / Direction for the long-term future and goals of the association.
      2. Handling media queries, or delegating others to handle media queries.
      3. Make a reasonable attempt at gaining consensus, or working to achieve the same, amongst the management committee.
  15. Position of Vice-President

    The Vice-President’s functions include, but are not limited to -

    1. Performing the President’s functions when the President is unavailable.
    2. Sharing the President’s workload
    3. Ensuring that adequate stock levels are maintained for consumable supplies
    4. Ensuring audit and maintenance logs of the association, and actioning maintenance or other activities that arise from these.
    5. Responsible for organising and maintaining the cleanliness of any premises held by the association. For example by organising clean up events, providing cleaning incentives etc.
  16. Position of Treasurer

    The Treasurer’s functions include, but are not limited to -

    1. Maintaining accurate financial records for the association.
    2. Providing financial status and guidance at meetings.
    3. Ensuring the association is meeting its obligations to the law regarding financial matters.
    4. Ensuring the association maintains sufficient wind-up funds at all times.
    5. Ensuring the association meets all its contractual and legal obligations financially.
    6. Ensuring the funds of the association are spent according to budgets set by mandate of the association.
  17. Position of Patron

    The Patron’s functions include, but are not limited to -

    1. Participating in management committee meetings as the ‘long memory’ of the association.

    It is strongly encouraged that the Patron will be a member whom -

    1. Has held membership of more than 2 years where possible.
    2. Has held position on a previous executive where possible.
  18. Position of Secretary

    The Secretary’s functions include, but are not limited to -

    1. Keeping minutes of each meeting and publishing those minutes within 72 hours to the general membership in the normal accepted format.
    2. Keeping copies of all correspondence and other documents relating to the association; and
    3. Maintaining the register of members of the association.
    4. Collating agendas for general meetings.
  19. Membership of management committee

    1. The management committee of the association consists of a president, vice-president, treasurer, secretary and patron.
    2. A member of the management committee must be a fully paid member of the association.
    3. At each annual general meeting of the association, the members of the management committee must retire from office, but are eligible, on nomination, for re-election.
    4. A member of the association may be appointed to a casual vacancy on the management committee under rule 21
    5. A member may not hold the same position on the management committee for more than 2 consecutive years.
  20. Electing the management committee

    1. A member of the management committee may only be elected as follows -

      1. any member of the association may nominate another member (the candidate) to serve as a member of the management committee;
      2. the nomination must be made

        1. at the annual general meeting or
        2. at a meeting specially convened to replace a departing committee member.
      3. each member of the association present and eligible to vote at the annual general meeting may vote for 1 candidate for each vacant position on the management committee;
    2. A person may be a candidate only if the person -

      1. is an adult; and
      2. is not ineligible to be elected as a member under section 61A of the Act.
      3. must be an individual residing in Queensland, or in another State but not more than 65km from the Queensland border.
      4. Must not have a “for profit” or “business interest” in the group.
      5. Must not hold a position of power over an area, asset, or financial consideration of the group due to business dealings with the group. Examples of this include:

        • Rental agreements
        • Sponsors
        • Service providers
        • Asset providers

        Any exception to this must be declared at a general meeting prior to taking a position on the management committee, and left to the general membership to decide any exceptions by a vote.

      6. Must score 70% or better on an TOEIC test for english skills.
    3. A candidate must be present at the annual general meeting to be nominated.
    4. If required by the management committee, balloting lists must be prepared containing the names of the candidates in randomised order.
    5. The management committee must ensure that, before a candidate is elected as a member of the management committee, the candidate is advised -

      1. whether or not the association has public liability insurance; and
      2. if the association has public liability insurance - the amount of the insurance.
  21. Resignation, removal or vacation of office of management committee member

    1. A member of the management committee may resign from the committee by giving written notice of resignation to the secretary.
    2. The resignation takes effect at -

      1. the time the notice is received by the secretary; or
      2. if a later time is stated in the notice - the later time.
    3. The management committee of the association may call a vote of the management committee at any time to remove a person from the management committee.
    4. A management committee vote to remove a member of the management committee may only pass with a unanimous vote of the entire committee, minus one member.
    5. if a member of the management committee misses 3 consecutive executive meetings over a period of at least 1 month, without apology or proxy they are no longer considered “in good standing” with the remainder of the exec, and the position can be declared vacant by the remainder of the exec, resulting in the person being removed from the exec. If this item occurs it must be published to the general membership in accordance with item 6.
    6. the circumstances of all office vacancies to the management committee must be published to the general membership via the official communication medium of the association.
    7. A member may be removed from office at a general meeting of the association if 3/4 of the full membership vote in favour of removing the member.
    8. Before a vote of members is taken about removing the member from office, the member;

      1. must be given a full and fair opportunity to show cause why he or she should not be removed from office; or
      2. if the member is not present they will be given 1 month to arrange a meeting they can attend and present a reason as to why they should not be removed from office;
    9. If within 1 month the member has not appeared at a meeting to show cause why they should not be removed a meeting will be held in their absence to vote upon their removal
    10. A member has no right of appeal against the members removal from office under this rule.
    11. A member immediately vacates the office of member in the circumstances mentioned in section 642 of the Act.
  22. Vacancies on management committee

    1. If a casual vacancy happens on the management committee, the continuing members of the committee may appoint another member of the association to fill the vacancy until the next annual general meeting.
    2. The continuing members of the management committee may act despite a casual vacancy on the management committee.
    3. However, if the number of committee members is less than the number fixed under rule 24.1 as a quorum of the management committee, the continuing members may act only to -

      1. increase the number of management committee members to the number required for a quorum; or
      2. call a general meeting of the association.
  23. Functions of management committee

    1. Subject to these rules or a resolution of the members of the association carried at a general meeting, the management committee has the general control and management of the administration of the affairs, property and funds of the association.
    2. The management committee has authority to interpret the meaning of these rules and any matter relating to the association on which the rules are silent, but any interpretation must have regard to the Act, including any regulation made under the Act. Note - The Act prevails if the associations rules are inconsistent with the Act - see section 1B of the Act.
    3. The management committee may exercise the powers of the association -

      1. to borrow, raise or secure the payment of amounts in a way the members of the association decide; and
      2. to secure the amounts mentioned in paragraph (1) or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the association in any way, including by the issue of debentures (perpetual or otherwise) charged upon the whole or part of the associations property, both present and future; and
      3. to purchase, redeem or pay off any securities issued; and
      4. to borrow amounts from members and pay interest on the amounts borrowed; and
      5. to mortgage or charge the whole or part of its property; and
      6. to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the association; and
      7. to provide and pay off any securities issued; and
      8. to invest in a way the members of the association may from time to time decide.
    4. For subrule (3)(4), the rate of interest must not be more than the current rate being charged for overdrawn accounts on money lent (regardless of the term of the loan) by -

      1. the financial institution for the association; or
      2. if there is more than 1 financial institution for the association - the financial institution nominated by the management committee.
    5. The management committee are expected in normal operation to:

      1. Foster the hacker culture
      2. Engage, and vote at Management meetings
      3. Assist pro-actively in ensuring the smooth operation of the other executive positions.
  24. Meetings of management committee

    1. Subject to this rule, the management committee may meet and conduct its proceedings as it considers appropriate.
    2. The management committee must meet at least once every 4 months to exercise its functions.
    3. The management committee must decide how a meeting is to be called.
    4. Notice of a meeting is to be given in the way decided by the management committee.
    5. The management committee may hold meetings, or permit a committee member to take part in its meetings, by using any technology that reasonably allows the member to hear and take part in discussions as they happen.
    6. A committee member who participates in the meeting as mentioned in subrule (5) is taken to be present at the meeting.
    7. A question arising at a committee meeting is to be decided by a majority vote of members of the committee present at the meeting and, if the votes are equal, the question is decided in the negative.
    8. A member of the management committee must not vote on a question about a contract or proposed contract with the association if the member has an interest in the contract or proposed contract and, if the member does vote, the members vote must not be counted.
    9. The president is to preside as chairperson at a management committee meeting.
    10. If there is no president or if the president is not present within 10 minutes after the time fixed for a management committee meeting, the members may choose 1 of their number to preside as chairperson at the meeting.
  25. Quorum for, and adjournment of, management committee meeting

    1. Quorum consists of no less than 3 (ie 3 out of 5 ) members of the management committee or more.
    2. If there is no quorum within 30 minutes after the time fixed for a management committee meeting called on the request of members of the committee, the meeting lapses.
    3. If there is no quorum within 30 minutes after the time fixed for a management committee meeting called other than on the request of the members of the committee -

      1. the meeting is to be adjourned for at least 7 days; and
      2. the members of the management committee who are present are to decide the day, time and place of the adjourned meeting.
    4. If, at an adjourned meeting mentioned in subrule (3), there is no quorum within 30 minutes after the time fixed for the meeting, the meeting lapses.
  26. Special meeting of management committee

    1. If the secretary receives a written request signed by at least 1 ( ie 1 out of 5 ) of the members of the management committee, the secretary must call a special meeting of the committee by giving each member of the committee notice of the meeting within 14 days after the secretary receives the request.
    2. If the secretary is unable or unwilling to call the special meeting, the president must call the meeting.
    3. A request for a special meeting must state -

      1. why the special meeting is called; and
      2. the business to be conducted at the meeting.
    4. A notice of a special meeting must state -

      1. the day, time and place of the meeting; and
      2. the business to be conducted at the meeting.
    5. A special meeting of the management committee must be held within 14 days after notice of the meeting is given to the members of the management committee.
  27. Minutes of management committee meetings

    1. The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each management committee meeting are entered in a minute book or saved electronically in an online resource at a place agreeable to and accessible to all of the management committee.
    2. To ensure the accuracy of the minutes, the minutes of each management committee meeting must be signed by the chairperson of the meeting, or the chairperson of the next management committee meeting, verifying their accuracy, or if stored electronically, an equivalent “Signed By: XXXX” statement must be “typed” by those verifying the document.
  28. Appointment of subcommittees

    1. Subcommitties as defined by the ‘Cause’ bylaws may be appointed.
    2. Subcommitties of types not defined by the ‘Cause’ bylaws may not be appointed.
  29. Acts not affected by defects or disqualifications

    1. An act performed by the management committee, or a person acting as a member of the management committee is taken to have been validly performed.
    2. Subrule (1) applies even if the act was performed when -

      1. there was a defect in the appointment of a member of the management committee,or person acting as a member of the management committee; or
      2. a management committee member, or person acting as a member of the management committee was disqualified from being a member.
  30. Resolutions of management committee without meeting

    1. A written resolution signed by each member of the management committee is as valid and effectual as if it had been passed at a committee meeting that was properly called and held.
    2. A resolution mentioned in subrule (1) may consist of several documents in like form, each signed by 1 or more members of the committee.
  31. First annual general meeting

    1. The first annual general meeting must be held within 6 months after the end date of the association’s first reportable financial year.
  32. Subsequent annual general meetings

    1. Each subsequent annual general meeting must be held -

      1. at least once each year; and
      2. within 6 months after the end date of the association’s reportable financial year.
    2. Unless the membership is otherwise notified by the executive, each annual meeting shall occur at the standard meeting time and the standard meeting place on the third Tuesday of May each year.

  33. Business to be conducted at annual general meeting of level 1 incorporated associations and particular level 2 and 3 incorporated associations

    1. This rule applies only if the association is -

      1. a level 1 incorporated association; or
      2. a level 2 incorporated association to which section 59 of the Act applies; or
      3. a level 3 incorporated association to which section 59 of the Act applies.
    2. The following business must be conducted at each annual general meeting of the association -

      1. receiving the association’s financial statement, and audit report, for the last reportable financial year;
      2. presenting the financial statement and audit report to the meeting for adoption;
      3. electing members of the management committee;
      4. for a level 1 incorporated association - appointing an auditor or an accountant for the present financial year;
      5. for a level 2 incorporated association, or a level 3 incorporated association, to which section 59 of the Act applies - appointing an auditor, an accountant or an approved person for the present financial year.
  34. Business to be conducted at annual general meeting of other level 2 incorporated associations

    1. This rule applies only if the association is a level 2 incorporated association to which section 59A of the Act applies.
    2. The following business must be conducted at each annual general meeting of the association -

      1. receiving the association’s financial statement, and signed statement, for the last reportable financial year;
      2. presenting the financial statement and signed statement to the meeting for adoption;
      3. electing members of the management committee;
      4. appointing an auditor, an accountant or an approved person for the present financial year.
  35. Business to be conducted at annual general meeting of other level 3 incorporated associations

    1. This rule applies only if the association is a level 3 incorporated association to which section 59B of the Act applies.
    2. The following business must be conducted at each annual general meeting of the association -

      1. receiving the association’s financial statement, and signed statement, for the last reportable financial year;
      2. presenting the financial statement and signed statement to the meeting for adoption;
      3. electing members of the management committee.
  36. Notice of general meeting

    1. General Meetings happen every second Tuesday from the date of the last AGM.
    2. Any member may add to the agenda of a general meeting by raising the agenda item on the official communications medium of the association
    3. Non Financial agenda items have no notice period, and may be announced verbally during a meeting.
    4. Financial agenda items must be announced to the official communications medium of the association with 5 days notice.

    5. Notice of the following meetings must be given in writing ( email is acceptable) -

      1. a meeting called to hear and decide the appeal of a person against the management committee’s decision -

        1. to reject the person’s application for membership of the association; or
        2. to terminate the person’s membership of the association;
      2. a meeting called to hear and decide a proposed special resolution of the association.

    6. A General Meeting of the association may be called outside of the schedule defined by 36.1 by any member. Notice periods and methods differ depending on the agenda -

      1.  Non Financial agendas may be notified verbally or in writing,
          and have no notice period.
      2.  Financial agendas must be notified in writing to the official
          communications medium of the group with 5 days notice.
      
    7. A notice of a general meeting must state the business to be conducted at the meeting.
  37. Quorum for, and adjournment of, general meeting

    1. The quorum for a general meeting is at least the number of members elected or appointed to the associations management comittee at the close of the association’s last general meeting plus 25% (one quarter) of the non-executive voting membership.
    2. However, if all members of the association are members of the association’s management committee, the quorum is the total number of members less 1.
    3. No business may be conducted at a general meeting unless there is a quorum of members when the meeting proceeds to business.
    4. If there is no quorum within 30 minutes after the time fixed for a general meeting called on the request of members of the management committee or the association, the meeting lapses.
    5. If there is no quorum within 30 minutes after the time fixed for a general meeting called other than on the request of members of the management committee or the association -

      1. the meeting is to be adjourned for at least 7 days; and
      2. the management committee is to decide the day, time and place of the adjourned meeting.
    6. The chairperson may, with the consent of any meeting at which there is a quorum, and must if directed by the meeting, adjourn the meeting from time to time and from place to place.
    7. If a meeting is adjourned under subrule (6), only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting.
    8. The secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30 days.
    9. If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting.
  38. Procedure at general meeting

    1. A member may take part and vote in a general meeting in person, by proxy, by attorney or by using any technology that reasonably allows the member to hear and take part in discussions as they happen.

    2. A member who participates in a meeting as mentioned in subrule (1) is taken to be present at the meeting.

    3. At each general meeting -

      1. the president is to preside as chairperson; and
      2. if there is no president or if the president is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the members present must elect 1 of their number to be chairperson of the meeting; and
      3. the chairperson must conduct the meeting in a proper and orderly way.
      4. the secretary is to take notes for the general meeting; and
      5. If the secretary is not present at a meeting the chairperson of the meeting may designate another person to record and publish the minutes for that meeting only.
  39. Voting at general meeting

    1. At a general meeting, each question, matter or resolution, other than a special resolution, must be decided by a majority (50%) of votes of the members present. Both “for” and “against” vote tallies must be recorded in the minutes. Any discrepancies with the recorded numbers for total members present is taken to mean “abstain” vote/s (or users who arrived or departed during the meeting) and do not count toward any vote tally.
    2. Each member present and eligible to vote is entitled to 1 vote only and, if the votes are equal, the chairperson has a casting vote as well as a primary vote.
    3. A member is not entitled to vote at a general meeting if the member’s annual subscription is in arrears at the date of the meeting.
    4. The method of voting is to be decided by the management committee.
    5. However, if at least 20% of the members present demand a secret ballot, voting must be by secret ballot.
    6. If a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the way the chairperson decides.
    7. The result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held.
    8. Any member who abstains in any vote is considered to not be present for that vote, and their vote does not count toward either side.
  40. Special general meeting

    1. The secretary must call a special general meeting by giving each member of the association notice of the meeting within 14 days after -

      1. being directed to call the meeting by the management committee; or
      2. being given a written request signed by -

        1. at least 33% of the number of members of the management committee when the request is signed; or
        2. at least the number of ordinary members of the association equal to double the number of members of the association on the management committee when the request is signed plus 1; or
      3. being given a written notice of an intention to appeal against the decision of the management committee -

        1. to reject an application for membership; or
        2. to terminate a person’s membership.
    2. A request mentioned in subrule 1.2 must state -

      1. why the special general meeting is being called; and
      2. the business to be conducted at the meeting.
    3. A special general meeting must be held within 3 months after the secretary -

      1. is directed to call the meeting by the management committee; or
      2. is given the written request mentioned in subrule (1)(b); or
      3. is given the written notice of an intention to appeal mentioned in subrule (1)(c).
    4. If the secretary is unable or unwilling to call the special meeting, the president must call the meeting.

  41. Proxies

    1. An instrument appointing a proxy must be in writing and be in the following or similar form -

      (Name of association):

      I, of (insert address), being a member of the association, appoint (insert name) of (insert address) as my proxy to vote for me on my behalf at the (annual) general meeting of the association, to be held on the day of (date) and at any adjournment of the meeting.

      Signed this day of (date) .

      (Signature)

    2. The instrument appointing a proxy must -

      1. if the appointor is an individual - be signed by the appointor or the appointor’s attorney properly authorised in writing; or
      2. if the appointor is a corporation -

        1. be under seal; or
        2. be signed by a properly authorised officer or attorney of the corporation.
    3. A proxy may be a member of the association or another person.
    4. The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot.
    5. Each instrument appointing a proxy must be given to the secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
    6. Unless otherwise instructed by the appointor, the proxy may vote as the proxy considers appropriate.
    7. If a member wants a proxy to vote for or against a resolution, the instrument appointing the proxy must be in the following or similar form -

      (Name of association):

      I, (insert name) of (insert address), being a member of the association HSBNE Inc, appoint (insert name) as my proxy to vote for me on my behalf at the (annual) general meeting of the association, to be held on the (day) day of (month) and at any adjournment of the meeting.

      Signed this (day) of (month).

      (Signature)

      This form is to be used in favour of/against (strike out whichever is not wanted) the following resolutions -

      (List relevant resolutions)

  42. Minutes of general meetings

    1. The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each general meeting are entered in a minute book or saved electronically in an online resource at a place agreeable to and accessible to all of the membership.
    2. To ensure the accuracy of the minutes -

      1. the minutes of each general meeting must be signed by the chairperson of the meeting, or the chairperson of the next general meeting, verifying their accuracy (or if stored electronically, an equivalent “Signed By: XXXX” statement must be “typed” by those verifying the document. ) ; and
      2. the minutes of each annual general meeting must be signed by the chairperson of the meeting, or the chairperson of the next meeting of the association that is a general meeting or annual general meeting, verifying their accuracy (or if stored electronically, an equivalent “Signed By: XXXX” statement must be “typed” by those verifying the document).
    3. If asked by a member of the association, the secretary must, within 28 days after the request is made -

      1. make the minute book (or electronic record) for a particular general meeting available for inspection by the member at a mutually agreed time and place; and
      2. give the member copies of the minutes of the meeting.
    4. The association may require the member to pay the reasonable costs of providing copies of the minutes.
  43. By-laws

    1. The management committee may make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of the association.
    2. A by-law may be set aside by a vote of members at a general meeting of the association.
  44. Alteration of rules

    1. Subject to the Act, these rules may be amended, repealed or added to by a special resolution carried at a general meeting.
    2. However an amendment, repeal or addition is valid only if it is registered by the chief executive of the Office of Fair Trading or other appropriate government body.
  45. Common seal

    1. The management committee must ensure the association has a common seal.
    2. The common seal must be -

      1. kept securely by the management committee; and
      2. used only under the authority of the management committee.
    3. Each instrument to which the seal is attached must be signed by a member of the management committee and countersigned by -

      1. the secretary; or
      2. another member of the management committee; or
      3. someone authorised by the management committee.
  46. Funds and accounts

    1. The funds of the association must be kept in an account in a name of the association in a financial institution decided by the management committee.
    2. Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the association.
    3. All amounts must be deposited in the financial institution account as soon as practicable after receipt.
    4. A payment by the association of $100 or more must be made by credit-card or electronic funds transfer (as both are fully traceable).
    5. If a payment of $100 or more is made by credit-card, the receipt must be signed by any 1 of the following -

      1. the president;
      2. the secretary;
      3. the treasurer;
      4. any other members of the association who have been authorised by the management committee to hold credit-cards issued by the association.
    6. Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed not negotiable.
    7. All group expenditure must be made in-line with decisions made by the membership at a general meeting, as evidenced by published minutes supporting the decision or budget. Final assurance or ratification of the expenditure is the responsibility of the Treasurer, or by a majority vote at a management committee meeting.
  47. General financial matters

    1. On behalf of the management committee, the treasurer must, as soon as practicable after the end date of each financial year, ensure a financial statement for its last reportable financial year is prepared.
    2. The income and property of the association must be used solely in promoting the association’s objects and exercising the association’s powers.
  48. Documents

    1. The management committee must ensure the safe custody of books, documents, instruments of title and securities of the association.
  49. Financial year

    1. The end date of the association’s financial year is 31st March in each year. This allows time for the financial report to be assembled, and presented at the AGM in May approx two months later.
  50. Distribution of surplus assets to another entity

    1. This rule applies if the association -

      1. is wound-up under part 10 of the Act; and
      2. has surplus assets.
    2. The surplus assets must not be distributed among the members of the association.
    3. The surplus assets must be given to another entity -

      1. having objects similar to the association’s objects; and
      2. the rules of which prohibit the distribution of the entity’s income and assets to its members.
    4. In this rule - surplus assets see section 92(3) of the Act

Definitions:

  1. All References to Hack,Hacking,Hacker, or derivatives should be taken to mean a person who heavily modifies their personal software or hardware for fun, enjoyment and self-education. It includes building, rebuilding, modifying and creating. This type of hacker is one who creates modifications to expand capabilities and perform novel and perhaps un-expected behaviour , to make it suit their needs.; this group, at its extremes, may blur into both the software developer cultures and the cultures of hobbyist inventors and professional electronics engineering.
  2. With regard to all references to “write”, “writing” and “written”, it is considered equivalent and acceptable for these activities to be performed electronically ( eg by email), so long as the electronic medium used has storage capacity, and these messages are stored.
  3. The official communications medium of the association is defined by the currently standing management committee. Unless otherwise notified to the association members in writing, it defaults to the forum software hosted on the HSBNE domain. http://forum.hsbne.org
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