The name of the incorporated association is:
VICTORIA STATE EMERGENCY SERVICE VOLUNTEERS ASSOCIATION INC.
In these Rules, unless the contrary intention appears:
board means the Board of directors of the Association.
executive officer means an individual engaged under rule 35.
financial year means the year ending on 30 June.
general meeting means a general meeting of members of the Association convened in accordance with rule 10.
independent chairman means an individual where appointed by the Board in accordance with these Rule 25.3
local unit means a registered unit of the Victoria State Emergency Service as defined in the Victoria State Emergency Services Act 2005.
ordinary member of the board means a member of the Board who is not an Officer of the Association.
region means the geographic area adopted by the Service for administration purposes.
regional boundaries means boundaries as per VICSES legislated boundaries, except Central Region where subdivision is necessary to maintain equality of voting.
regional council means the body of members elected by Unit members to represent them on regional issues.
regional councillor means a member of a Regional Council.
registered number means the serial number allocated by the Service to a member of the Service.
the Act means the Associations Incorporation Act 1981.
The Regulations means the regulations made under the Act.
The Service means the Victoria State Emergency Service Authority.
3. Application for membership
3.1 Only registered Members of the Victoria State Emergency Service are eligible to be Members of the Association on payment of the annual subscription payable under these rules.
3.2 A person who is not a Member of the Association at the time of the Incorporation of the Association (or who was such a Member at the time, but has ceased to be a Member) shall not be admitted to Membership;
(a) unless he/she applies as provided in rule 3.3; and
(b) his/her admission as a Member is approved by the Board.
3.3 An application by a person for Membership of the Association:
(a) shall be made in writing in the manner determined by the Board from time to time; and
(b) must be lodged with the Secretary of the Association or his or her nominee.
3.4 A right, privilege, or obligation of a person by reason of his/her Membership of the Association:
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon the cessation of his/her Membership whether by death, resignation or otherwise.
4. Annual subscription
4.1 The annual subscription shall be determined by the Board and is payable in advance on or before 1 July in each year (or any other date determined from time to time by the Board.)
4.2 Membership of the Association does not require an entrance fee.
4.3 The Board may resolve to fully or partially waive membership fees for any individual member or members.
5 Register of members
5.1 Unless resolved otherwise by the Board from time to time, the Phoenix Magazine Data Base shall be accepted as a register of Members in which shall be entered the full name, address and date of entry of each Member together with the Member's service registered number and the register shall be available for inspection by Members at the address of the person maintaining the Data Base.
6. Resignation of member
6.1 A member of the Association who has paid all monies due and payable by him/her to the Association may resign from the Association at any time and all monies paid shall not be refundable.
7. Expulsion of member
7.1 Subject to these Rules, the Board may by resolution:
(a) expel a Member from the Association;
(b) suspend a Member from Membership of the Association for a specified period; or
(c) fine a Member in accordance with the Regulations, if the Board is of the opinion that the Member: (i) has refused or neglected to comply with these Rules; and/or (ii) has been guilty of conduct unbecoming a Member or prejudicial to the interests of the Association.
7.2 A resolution of the Board under rule 7.1 does not take effect unless the Board, at a meeting held not earlier than 14 and not later than 28 days after the service on the Member of a notice under rule 7.3 confirms the resolution in accordance with this clause.
7.3 Where the Board passes a resolution under rule 7.1 the Secretary shall, as soon as practicable, cause to be served on the Member a notice in writing:
(a) setting out the resolution of the Board and the grounds on which it is based;
(b) stating that the Member may address the Board at a meeting to be held not earlier that 14 and not later than 28 days after service of the notice;
(c) stating the date, place and time of that meeting; and
(d) informing the Member that he may do one or more of the following: (i) attend that meeting; (ii) give to the Board before the date of that meeting a written statement seeking the revocation of the resolution; (iii) not later that 24 hours before the date of the meeting, lodge with the Secretary a notice to the effect that he/she wishes to appeal to the Association in general meeting against the resolution.
7.4 At a meeting of the Board held in accordance with rule 7.2, the Board:
(a) shall give to the Member an opportunity to be heard;
(b) shall give due consideration to any written statement submitted by the Member;and
(c) shall by resolution determine whether to confirm or revoke the resolution.
7.5 Where the Secretary receives a notice under rule 7.3, he/she shall notify the Board and the Board shall convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.
7.6 At a general meeting of the Association convened under Rule 7.5:
(a) no business other than the question of the appeal shall be transacted:
(b) the Board may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;
(c) the Member shall be given an opportunity to be heard; and
(d) the Members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.
7.7 If at the general meeting:
(a) two-thirds of the Members vote in person or by proxy in favour of the confirmation of the resolution, the resolution is confirmed; and
(b) in any other case, the resolution is revoked.
8. Annual general meeting
8.1 The Association shall in each calendar year convene an annual general meeting of the members of the Association.
8.2 The annual general meeting shall be held on, or as soon as possible after 1 June, unless the Board determines an alternate date.
8.3 The annual general meeting shall be specified as such in the notice convening it.
8.4 The ordinary Business of the annual general meeting shall be:
(a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
(b) to receive from the Board reports upon the transactions of the Association during the last preceding financial year;
(c) to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act; and
(d) to receive the results of the election of Board Directors where elections have been conducted by respective Regional Councils.
8.5 The annual general meeting may also transact special business of which notice is given in accordance with these rules.
8.6 The annual general meeting shall be in addition to any other general meetings of members that may be held in the same year.
9. Special general meetings
9.1 The Board may, whenever it thinks fit, convene a special general meeting of the Association and, where but for this rule, more than 15 months would elapse between annual general meetings, shall convene a special general meeting of the Association.
9.2 The Board shall, on the requisition in writing of Members representing not less than five percent of the total number of Members, convene a special general meeting of the Association.
9.3 The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the Members making the requisition and be sent to the Secretary.
9.4 If the Board does not cause a special general meeting to be held within one month after the date on which the requisition is sent to the address of the Secretary, the Members making the requisition, or any part of them, may convene a special general meeting to be held not later than 3 months after that date.
9.5 A special general meeting convened by Members in pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Board and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.
10. Notice of general meeting
10.1 The Secretary of the Association shall, at least 28 days before the date fixed for holding a general meeting of the Association, notify each member of the Association about the place, date, and time of the meeting, and the nature of the business to be transacted at the meeting. Such notices shall be sent in such a way as deemed appropriate by the Board.
10.2 No business other that that set out in the notice convening the meeting shall be transacted at the meeting, except as provided for in rule 10.3
10.3 A member desiring to bring any business before a general meeting shall, at least 14 days before the date fixed for the meeting, give notice in writing, of that business to the Secretary, who shall include that business in the meeting after the receipt of the notice.
11. Proceedings at general meetings
11.1 All business that is transacted at a special general meeting and all business that is transacted at the annual general meeting, except for business conducted as ordinary business of the annual general, is deemed to be special business.
11.2 No item of business shall be transacted at a general meeting unless a quorum of Members entitled under these Rules to vote is present during the time when the meeting is considering that item.
11.3 Ten members of the Association personally present (being members entitled under these Rules to vote at a general meeting) constitutes a quorum for the transaction of the business at the general meeting.
11.4 If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case shall stand adjourned to the same day of the next week at the same time and (unless another place is specified by the Chairperson at the time of adjournment or by written notice to Members given before the day to which the meeting is adjourned) at the same place and 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 present (being not less than ten) shall be a quorum.
12. Chairperson at general meetings
12.1 The Chairman, or in his/her absence, the Vice Chairman, shall preside as chairperson at each general meeting of the Association.
12.2 If the Chairman and the Vice Chairman are absent from a general meeting, the members present shall elect one of their number to preside as chairperson at the meeting
13. Adjournment of general meetings
13.1 The chairperson of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
13.2 Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.
13.3 Except as provided in rules 13.1 and 13.2, it is not necessary to give notice of an adjournment or the business to be transacted at an adjourned meeting.
14. Voting at general meetings by show of hands
14.1 A question arising at a general meeting of the Association shall be determined on a show of hands and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairperson that a resolution has, on show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute Book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
15. Voting rights
15.1 Upon any question arising at a general meeting of the Association, a member of the Association has one vote only.
15.2 All votes shall be given personally or by proxy.
15.3 In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a casting vote.
15.4 A Member of the Association is not entitled to vote at any general meeting of the unit unless all monies due and payable by him/her to the Association have been paid, other than the annual subscription payable in respect of the current financial year.
16. Call for a poll
16.1 If at a general meeting a poll on any question is demanded by not less than three Members present, it shall be taken at that meeting in such a 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.
16.2 A poll that is demanded on the election of an acting Chairperson or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such times before the close of the meeting as the Chairperson may direct.
17. Proxy voting
17.1 Each Member shall be entitled to appoint another member as his/her proxy by written notice given to the Association Secretary, no later than two clear days before the general meeting in respect to which the proxy is appointed.
17.2 The notice appointing the proxy shall be in the form determined by the Board from time to time.
18. VICSESVA democratic representation model
18.1 Without limiting the effect of the specific Rules in this Constitution, the table below summarises the VICSESVA democratic representation model.
19. The role of the Board
19.1 The role of the Board is to oversee the affairs of the Association by adopting suitable policies, procedures and strategies so at to:
(a) ensure good governance and prudent financial management;
(b) provide relevant services to members;
(c) advocate in the interests of members; and
(d) pursue the objectives of the Association.
19.2 The Board:
(a) is accountable for the good governance and management of the Association;
(b) may, subject to these Rules, the Regulations and the Act, 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 Regulations and the Act, has power to perform all such acts and things as appear to the Board to be essential for the proper management of the business and affairs of the Association; and
(d) have the power to dismiss a Regional Council or a Regional Office bearer/delegate due to non performance of duties or to conduct considered detrimental to the Association. This action requires a two-thirds majority of the Board.
19.3 To ensure the continuity of the Association’s strategic direction, the inaugural Board (following the adoption of these Rules) must consider in its deliberations, any strategic or corporate planning document or policies developed by the outgoing Committee of Management and State Council.
20.1 The Board may from time to time establish, revise and wind-up sub-committees.
20.2 The role, function, composition, tenure and reporting requirements of any sub-committees shall be determined by the Board from time to time, and set out in a Terms of Reference to be given to the chairperson of the respective sub-committee.
20.3 The Board shall maintain a register of all sub-committees established and their respective Terms of Reference.
21. Composition of the Board
21.1 The Board shall comprise a maximum of:
(a) seven directors elected in accordance with rule 27; and
(b) one Independent Chairman appointed in accordance with rule 25.3.
22. Election of Officers of the Association
22.1 The Officers of the Association shall be:
(a) Chairman (who may be an Independent Chairman appointed by the Board in accordance with rule 25.3);
(b) Vice Chairman;
(c) Treasurer; and
22.2 If the Board has not appointed an Independent Chairman, the Board shall annually (at the next Board meeting held after the annual general meeting), elect from amongst its number: a Chairman; a Vice Chairman, a Treasurer and a Secretary, and each incumbent will be eligible for re-election.
22.3 If the Board has appointed an Independent Chairman, the Board shall annually (at the next Board meeting held after the annual general meeting), elect from amongst its number: a Vice Chairman; a Treasurer and a Secretary, and each incumbent will be eligible for re-election.
22.4 Non-Directors may be elected by the Board to fill the roles of VICSESVA Secretary, Treasurer, and any other role defined by the Board at a Meeting of the Board
23. Term of office and casual vacancies on the Board
23.1 With regards the inaugural election of Directors under these Rules, the term of office of Directors elected by:
(a) the North East Regional Council;
(b) the South West Regional Council; and
(c) the Central (West) Regional Council will
(d) commence at 6.00am on the day of the first Board meeting held after the commencement of these Rules; and
(e) expire at the conclusion of the annual general meeting held in 2009.
23.2 With regards the inaugural election of Directors under these Rules, the term of office of Directors elected by:
(a) the East Regional Council;
(b) the North West Regional Council;
(c) the Mid West Regional Council; and
(d) the Central (East) Regional Council will
(e) will commence at 6.00am on the day of the first Board meeting held after the commencement of these Rules; and
(f) will expire at the conclusion of the annual general meeting held in 2008.
23.3 Subject to rules 23.1 and 23.2, the term of office of Directors:
(a) will commence at the conclusion of the annual general meeting held next after their election by their respective Regional Council; a
(b) will expire at the conclusion of the annual general meeting held in the second calendar year thereafter.
23.4 An Independent Chairman (if appointed) shall be appointed for a maximum term of two years, though is eligible for reappointment.
23.5 In the event of a casual vacancy of an elected Director:
(a) the relevant alternate director shall fill the vacancy for the balance of the current term; and
(b) the relevant Regional Council may elect another Regional Councillor to fill the alternate director vacancy for the balance of the current term.
24. Directors’ role
24.1 The principal role of Directors on the Board shall be:
(a) representing the Association membership as a whole, not individual regions within the Association;
(b) primarily a leadership role, with a focus on good governance, financial sustainability, risk management, higher level issues and strategic management;
(c) annually developing and adopting an annual budget;
(d) determining policies and procedures; and
(e) annually reviewing and adopting a Corporate Plan.
25.1 The principal role of the Chairman (whether of not an Independent Chairman) encompasses:
(a) chairing all Board meetings;
(b) advocating on behalf of volunteers and the Association;
(c) assisting the Board to remain focused on achieving the objectives stated in the Corporate Plan;
(d) representing the views of the Association;
(e) being the primary spokesperson for the Association;
(f) liaison with the VICSES Board; and
(g) liaison and oversight of the Executive Officer.
25.2 The Board may by resolution, delegate to the Chairman (whether of not an Independent Chairman) any of its powers, duties or functions. Any such delegation:
(a) will be subject to any limitations or conditions the Board determines;
(b) may be revoked at any time by resolution; and
(c) must be recorded in a register which is available to any member upon request.
25.3 The Board may at its discretion appoint an Independent Chairman.
25.4 Where appointed, the term of the Independent Chairman shall not exceed two years and his/her appointment process is to encompass:
(a) the preparation and adoption of key selection criteria which reflect the current needs of the Board and Association;
(b) public advertisement of the vacancy or engagement of an agency to find suitable applicants;
(c) short listing of applicants;
(d) interviewing by a panel selected by the Board;
(e) rigorous reference checking; and
(d) appointment based on a written agreement which stipulates key deliverables, performance management criteria and remuneration.
26. Transitional procedures for the management of the Association
26.1 Upon the commencement of these Rules:
(a) the members of the Committee of Management in office immediately prior to the commencement of this Rule:
(i) will remain in office until 6.00am on the date of the inaugural Board meeting of the inaugural Directors elected under these Rules;
(ii) will have the authority to do all things legal and necessary to manage the Association until 6.00am on the date of the inaugural Board meeting of the inaugural Directors elected under these Rules;
(iii) must cause the expeditious election of Directors by the respective Regional Councils;
(b) the State Council shall cease to exist; and
(c) the members of the various Regional Councils in office immediately prior to the commencement of these rules, shall remain in Office until the next election of Regional Councillors by Local Units to be held during between 1 February 2008 and 31 March 2008.
27. Election of the Board
27.1 Directors on the Board will be elected or appointed as follows:
(a) one Regional Councillor will be elected as a Director by the North East Regional Council;
(b) one Regional Councillor will be elected as a Director by the East Regional Council;
(c) one Regional Councillor will be elected as a Director by the South West Regional Council;
(d) one Regional Councillor will be elected as a Director by the North West Regional Council;
(e) one Regional Councillor will be elected as a Director by the Mid West Regional Council;
(f) one Regional Councillor will be elected as a Director by the Central (East) Regional Council;
(g) one Regional Councillor will be elected as a Director by the Central (West) Regional Council; and
(i) an independent Chairman may be appointed by the Board.
27.2 Where a director’s term of office will expire within the current calendar year, the relevant Regional Council shall hold a meeting between 1 May and 31 May in that year, to elect a director for a two year terms commencing immediately after the conclusion of the next VICSESVA annual general meeting.
27.3 Nominations for election of director on the Board:
(a) shall be made in writing, signed by two proposers who must be members of the respective Regional Council and include the written consent of the candidate (who must be member of the same Regional Council);
(b) must be received by the respective Regional Council secretary, not less than 21 days before the date of the meeting referred to in rule 27.2; and
(c) shall be circulated to all members of the respective Regional Council at least 14 days before the date of the meeting referred to in rule 27.2.
27.4 If insufficient nominations are received from a region to fill all vacancies assigned to that region, the regional candidate(s) nominated shall be deemed to be elected and further nominations shall be received at the meeting referred to in rule 27.2.
27.5 If the number of nominations received in respect of any region is equal to the number of vacancies to be filled in that region, the person(s) nominated shall be deemed to be elected.
27.6 If the number of nominations received exceeds the number of vacancies assigned to that region, a ballot shall be held.
27.7 The ballot by each Regional Council for election of a Director on the Board shall be conducted by show of hands, unless the meeting first resolves to use a secret ballot.
27.8 If any Regional Council fails to elect a Director or Alternate Director as required by these Rules, the Board may appoint a member from the respective region to fill the vacancy.
27.9 A Regional Council cannot elect an employee of the Service to be a Director or Alternate Director.
27.10 Where an individual is nominated for election as director and alternate director, the nomination for election as alternate director shall lapse if the individual is elected as director.
27.11 Where an exceptional circumstance (necessitating the call out of multiple Local Units) exists on the day of the meeting referred to in rule 27.2, which prevent Regional Councillors from attending the meeting, the Secretary of the Regional Council may, with the prior approval of the Association Chairman:
(a) postpone the meeting to another date, time or location; or
(b) agree to accept a proxy on behalf of the Regional Councillor who, due to the exceptional circumstance, prevented from attending the meeting.
27.12 The secretary of every regional council must immediately convey the results of any elections to the Secretary of the Association.
28. Alternate directors
28.1 Every respective Regional Council shall elect one Alternate Director for every Director it is entitled to elect.
28.2 The role of the Alternate Director is to represent the elected Director when he/she is unable to attend Board meetings or associated functions.
28.3 The process outlined for the election of Directors is to be applied for the election of Alternate Directors.
29 Directors & alternates - ex-officio Regional Council members
29.1 Directors and Alternate Directors are ex-officio members of their respective Regional Councils for the duration of their terms as Director and Alternate Director.
30. Triggers for casual vacancy on the Board
30.1 The office of an Officer of the Association, Member of the Board, or any alternate director, becomes vacant if that individual:
(a) ceases to be a Member of the Association;
(b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code;
(c) resigns his/her Office by notice in writing given to the Secretary; or
(d) becomes an employee of the VICSES.
31. Conduct of Board meetings
31.1 The Board shall meet at least four times in each year at such place and at such times as the Board may determine.
31.2 Special meetings of the Board may be convened by the Chairman or by any four Directors.
31.3 Notice shall be given to Directors of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.
31.4 The quorum of the Board shall be:
(a) five, if an Independent Chairman has been appointed; and
(b) four, if an Independent Chairman has not been appointed;
provided that in any instance where a casual vacancy exists on the Board, the quorum shall be equal to the next highest whole number achieved by dividing the number of remaining directors by two.
31.5 No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same place and at the same hour on the same day in the following week unless the meeting was a special meeting in which case it lapses.
31.6 At meetings of the Board:
(a) the Chairman or in his/her absence the Vice Chairman shall preside; or
(b) if the Chairman and the Vice Chairman are absent, one of the remaining directors as may be chosen by the directors present shall preside.
31.7 Questions arising at a meeting of the Board or of any sub-committee appointed by the Board shall be determined on a show of hands.
31.8 Each member present at a meeting of the Board or of any Sub-Committee appointed by the Board (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a casting vote.
31.9 Written notice of each Board meeting shall be served on each director by delivering it to his/her usual or last known place of abode at least two business days before the date of the meeting
31.10 Subject to rule 31.4 the Board may act notwithstanding any vacancy on the Board.
32.1 The Secretary of the Association:
(a) shall keep minutes of the resolutions and proceedings of each Board, Board and General Association meeting in books provided for that purpose together with a record of the names of persons present at Committee meetings; and
(b) shall assume the duties and responsibilities of Public Officer of the Association, as described in the Act.
33.1 The Treasurer of the Association:
(a) shall collect and receive all monies due to the Association and make all payments authorised by the Association;
(b) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association;
(c) shall present at the annual general meeting of Board an Audited Balance of the financial affairs of the Association; and
(d) shall present a report on the financial affairs of the Association to every Board meeting.
33.2 The accounts and books referred to in rule 33.1 shall be available for inspection by members.
34. Removal of directors
34.1 The Association in general meeting may by resolution remove any director before expiration of his/her term of Office.
34.2 Where a director is removed in accordance with rule 34.1, the relevant alternate director shall complete the balance of the term of the outgoing director.
34.3 Where, before the general meeting, the director to whom a proposed resolution referred to in rule 34.1 makes representations in writing to the Chairman of the Association (not exceeding a reasonable length) and request that it be conveyed to the members of the Association, the Secretary of the Association shall at his or her discretion:
(a) send a copy of the representation to every member of the Association; or
(b) ensure the representation is read aloud at the general meeting referred to in rule 34.1.
35. Executive Officer or other employees
35.1 The Board may at its discretion, engage an Executive Officer or other staff.
35.2 Without limiting the Board’s discretion, the Executive Officer’s role may encompass:
(a) all administrative, financial, management, membership services, marketing and governance responsibilities;
(b) representing the Association professionally in a wide range of forums;
(c) liaising with Regional Councillors;
(d) assisting the Board achieve the objectives set in the Corporate Plan;
(e) liaising with individuals appointed to manage VICSESVA enterprises;
(f) responding to enquiries from members; and
(g) regular liaison with officers at VICSES Regional Officers, Head quarters and State Head quarters.
35.3 The Board may by resolution, delegate to the Executive Officer any of its powers, duties or functions. Any such delegation:
(a) may be subject to any limitations or conditions the Board determines;
(b) may be revoked at any time by resolution; and
(c) must be recorded in a register which is available for inspection by any member.
35.4 At the Board’s discretion, the Executive Officer may participate in discussions at Board meetings but cannot vote on any matter.
35.5 The Executive Officer may participate in discussions at any sub-committee meeting but cannot vote on any matter.
36.1 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by:
(a) the Treasurer plus any one director; or
(b) the Executive Officer plus any one director.
36.2 Payments made via direct debit shall be authorised by:
(a) the Treasurer plus any one director; or
(b) the Executive Officer plus any one director.
37.1 The Common Seal of the Association shall be kept in the custody of the Secretary.
37.2 The Common Seal shall not be affixed to any instrument except by the authority of the Board and the affixing of the Common Seal shall be attested by the signatures either of two members of the Board or of one of the Board and of the Public Officer of the Association.
38. VICSESVA merchandise and marketing
38.1 The Board may from time to time determine the manner in which VICSESVA merchandise and / or marketing is to be provided.
39. Honorariums and reimbursement of costs
39.1 The Association Treasurer may reimburse any Officers, Directors, Alternate Directors and / or Regional Councillors for out-of-pocket expenses incurred by attending VICSESVA events.
39.2 By resolution passed at an annual general meeting, the Association may determine honorariums to be paid to its various Officers, Directors, Alternate Directors and / or Regional Councillors for (up to) the next two years.
40. Role of Regional Councils
40.1 The individual Regional Councils:
(a) shall distribute all funds and other resources allocated to it by the Board, in accordance with the relevant guidelines determined by the Board;
(b) shall ensure the implementation of Association policy as determined by the Board; and
(c) shall provide a forum for the preliminary evaluation of proposals developed by the Member Units of Individual Members of the Association represented by the Regional Council. The Regional Council may accept, reject or modify such proposals.
40.2 Where a proposal is accepted, in a modified or unmodified form, the Regional Council shall refer the proposal for consideration by the Board.
40.3 Where a proposal is modified or rejected under rule 40.1 (c), the proponent may submit the original proposal direct to the Board for consideration, provided such proposal is accompanied by the signatures of not less than twenty Members of the Association, all of whom shall be registered within the respective Region.
41. Officers of the Regional Council
41.1 The Officers of each individual Regional Council shall be:
(a) a President
(b) a Secretary; and
(c) a Treasurer
41.2 Each individual Regional Council shall annually elect from amongst its number: a President, Secretary and Treasurer, and each incumbent will be eligible for re-election.
42. Composition and election of Regional Councils
42.1 Regional Councils will comprise of up to two delegates elected by each respective Local Unit from within the region.
42.2 Every Local Unit Controller is to hold a Local Unit meeting to elect up to two delegates to the respective Regional Council. This meeting must be held between 1 February and 31 March in the same year in which the Unit’s respective Regional Council is scheduled to elect a Director to the Board.
42.3 The election conducted by the Unit Controller:
(a) is to be held at a Local Unit meeting of which at least seven days notice (stating the purpose of the meeting) has been given to all Unit members; and
(b) is to be by show of hands unless the meeting resolves to conduct a secret ballot.
42.4 The Unit Controller is to advise the Regional Secretary of the results of the election within seven days.
43. Triggers for casual vacancies on Regional Councils
43.1 The Office of an Officer of the Regional Council or of an ordinary Member of the Regional Council becomes vacant if the Officer or the ordinary Member:
(a) ceases to be a member of the Association;
(b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code;
(c) resigns his/her Office by notice in writing given to the Secretary of the Regional Council; or
(d) is the subject of a resolution of a Regional Council in general meeting to remove that Officer of Ordinary Member before the expiration of his/her term of office.
44. Filling casual vacancies on a Regional Council
44.1 In the event of any casual vacancy occurring on a Regional Council, the Local Unit from which the vacancy stems may elect another member to complete the balance of the remaining term of the casual vacancy.
44.2 In the event of a casual vacancy occurring in the Office of President, Secretary or Treasurer, the Regional Council shall elect one of its number to fill the balance of the remaining term of that casual vacancy.
45. Conduct of Regional Council meetings
45.1 The provisions of Rule 31, so far as they are applicable, apply to the conduct of Regional Council meetings.
45.2 The quorum of a Regional Council meeting shall be equal to the next highest whole number achieved by dividing the number of elected members on that Regional Council, by four.
46. Frequency of Regional Council meetings
46.1 Each Regional Council shall meet at least twice each calendar year at such place and at such times as the respective Regional Council may determine.
46.2 Where a Regional Council fails to comply with rule 46.1, the Regional Council shall be deemed to have gone into recess and the affairs of the Regional Council shall be managed by the Board until such time as the Regional Council can be re-established.
46.3 Where, for any reason a Regional Council is not established, the affairs of the Region shall be managed in accordance with rule 46.2.
46.4 In the event of rule 46.2 being invoked, the Board may appoint one or more Members to administer the affairs of that Region until such time as the Regional Council may be reconstituted.
47. Secretary of Regional Council
47.1 The Secretary of the Regional Council shall keep minutes of the resolutions and proceedings of each Regional Council meeting in books provided for that purpose together with a record of the names of persons present at Regional Council meetings
47.2 The Secretary shall, within 14 days of a meeting of the Regional Council, forward a copy of the minutes of the meeting to the Secretary of the Association
48. Treasurer of Regional Council
48.1 The Regional Council Treasurer shall:
(a) keep accounts and books showing the financial affairs of the Regional Council with full details of all receipts and expenditures connected with the activities of the Regional Council; and
(b) provide the Secretary of the Association an audited statement of the Regional Council's financial position within 14 days of the expiration of each financial year
49. Account signatures (Regional Council)
49.1 All cheques drawn on account of the Regional Council shall be signed by any two of the President, Secretary or Treasurer.
50. Alteration of rules and statement of purposes
50.1 The Rules and the Statement of Purpose of the Association shall not be altered except in accordance with the Act.
51.1 A notice may be served by or on behalf of the Association upon any Member whether personally or by sending it by post to the Member at his/her address shown in the Register of Members.
51.2 Where a document is properly addressed pre-paid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.
52. Winding up or cancellation
52.1 In the event of the winding up of or the cancellation of the Incorporation of the Association, any and all assets remaining after full settlement of all just debts and liabilities incurred by VICSESVA shall be given or transferred back to financial SES units and / or its members.
53. Custody of records
53.1 Except as otherwise provided in these Rules, the Secretary shall keep in his/her custody or under his/her control all books, documents and securities of the Association
54.1 The funds of the Association shall be derived from annual subscriptions, donations and such other sources as the Board determines.
55. Membership other than ordinary members
55.1 The Board may at its discretion, bestow:
(a) a Life Membership; or
(b) an Honorary Membership.
56. Life membership
56.1 Life membership may be afforded to a member who in the opinion of the Board has made an outstanding contribution to the Association.
56.2 A proposal for Life Membership must be sent to the Secretary of the Association and include evidence supporting the proposal.
56.3 Such a proposal must be dated and signed by the Proposer and two Seconders. The Proposal must also contain the mailing address and after hours telephone number for the Proposer and Seconders.
56.4 Upon the receipt of a Proposal the Secretary shall advise the Board at its next meeting.
56.5 The Board shall investigate the Proposal and may, at its discretion:
(a) confer the Life membership; or
(b) reject, vary of defer the proposal.
56.6 A Life Membership may be presented to the recipient at the next annual general meeting of the Association, or as otherwise determined by the Board.
56.7 All Rights and Privileges of the VICSESVA Constitution shall be afforded to a Life member of the Association.
57. Honorary membership
57.1 Honorary membership may be conferred upon a person who would not normally qualify for Membership as defined under the VICSESVA Constitution.
57.2 Such honorary Members shall have limited Rights under the Constitution which would preclude voting upon issues or at the annual general meeting of the Association.
57.3 Recommendations for the bestowal are required to be sent to the Secretary of the Association and must contain information supportive to the recommendation. The recommendation must be dated and signed by a Proposer and Seconder, and include their mailing address and after hours telephone numbers.
57.4 Upon receipt of such recommendation the Secretary shall advise the Board.
57.5 The Board shall investigate the Proposal and may, at its discretion:
(a) confer the Honorary Membership; or
(b) reject, vary of defer the proposal.
57.6 An Honorary Membership may be presented to the recipient at the next annual general meeting of the Association, or as otherwise determined by the Board.
58 Disputes and mediation
58.1 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.
58.2 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.
58.3 If the parties are unable to solve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting within the presence of a mediator.
58.4 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 Board; 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).
58.5 A member of the Association can be a mediator.
58.6 The mediator cannot be a member who is party to the dispute.
58.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
58.8 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 the parties of any written statement submitted by any party; and
(c) ensure that natural justice is accorded to the parties to the dispute through the mediation process.
58.9 The mediator must not determine the dispute.
58.10 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.