Rules of the West Australian-German Business Association Inc.
1. Name and Details
The name of the association is West Australian-German Business Association Incorporated, referred below as "WAGBA" or "the Association".
Registered No: A 1000046X (Department of Mines, Industry Regulations and Safety)
Australian Business Number: 94 759 853 844, registered 01 November 1999
GST Status: registered since 01 July 2000
The Associations Incorporations Act 2015 (WA), as amended from time to time, is referred to in these rules as "the Act."
The Association fosters bi-lateral business relations between German and West Australian enterprises.
It also provides a platform to promote social and cultural ties between Germany and Western Australia.
3.1 Voting Members
5 different levels of voting membership are available to enterprises and individuals with a business background at the discretion of the WAGBA Executive Committee:
Ordinary-, Bronze-, Silver-, Gold- and Platinum-Members ("Voting Members") have voting rights at general meetings (1 vote per enterprise) and pay Membership Subscription Fees in accordance with rule 5. Representatives of these Members are eligible to hold office on the Executive Committee.
Voting Members have the right to receive notices of General Meetings, attend, and vote and be heard at a General Meeting and receive a copy of the annual financial report (if any) of the Association in accordance with the any time limit prescribed in the Act
3.2 Non-voting Members
The Executive Committee may at its discretion also grant non-voting memberships as follows:
Granted to persons for a nominated period to cover exceptional circumstances
Granted to former members’ representatives and to associations with similar objectives as WAGBA
Granted to individuals in recognition of services to WAGBA
Granted to students, young professionals or individuals, nominated by the Executive Committee
Honorary-, Associated-, Life- and Sponsored Members have the right to attend general meetings but do not have voting rights, cannot hold office and do not pay Membership Subscription Fees.
4. Register of Members:
4.1 Maintaining the Register
A member register will be maintained in accordance with the Act by the Executive Committee on behalf of the Association.
4.2 Inspection and Copy of the Register of Members
The Association must make the Register of Members available for inspection by a member upon request by a member.
Subject to rules 4.2(c) and 4.3, a Member inspecting the Register of Members may make a copy of, or take an extract from, the Register of Members but is not entitled to remove the Register of Members for that purpose
A Member may make a request in writing to the Executive Committee for a copy or extract of the Register of Members.
The Executive Committee may require a member who requests a copy or extract of the Register of Members to provide a statutory declaration setting out the purpose of the request and declaring that the purpose is directly connected with the affairs of the Association.
4.3 Restrictions on Use of Register
A member must not use or disclose the information on the Register of Members:
to gain access to information that a member has deliberately denied them;
to contact or send material to the Association or a member for the purpose of advertising for political, religious, charitable or commercial purposes unless the use of the information is approved by the Executive Committee; or
for any other purpose, unless the purpose is directly connected with the affairs of the Association or is related to the administration of the Act.
Annual membership subscription fees for membership will be determined each year at the Annual General Meeting or a Special General Meeting.
An applicant for membership of the Association becomes a member when —
the Executive Committee accepts the application; and
the applicant pays any membership subscription fees payable to the Association under rule 5.1.
6. Executive Committee Appointment and Meetings:
An Executive Committee will be appointed at each Annual General Meeting, consisting of a President, Treasurer and additional office holders, including a Secretary, as the Executive Committee may deem fit, and will consist of a minimum of 3 Executive Committee Members. Members of the Executive Committee may be appointed by ordinary resolution at an Annual General Meeting.
If, at any time, the membership of the Association falls below 3 Voting Members, the Executive Committee may act only for the purpose of increasing the number of members to a number sufficient to meet the minimum requirements of the Act.
If, at any time, the composition of the Executive Committee is less than the minimum specified in rule 6.1, the Executive Committee may act only for the purpose of increasing the number of Executive Committee Members to a number sufficient to meet the minimum requirements of rule 6.1.
All positions of the Executive Committee shall become vacant at each Annual General Meeting. Existing office holders shall be eligible for re-election. The same person shall not hold the position of the President for more than five consecutive terms.
The Executive Committee may determine the procedures governing the nomination or recommendation of Executive Committee Members for appointment (including, but not limited to, notice and time limits, and vetting of any candidates) and rules which govern the appointment of Executive Committee Members at an Annual General Meeting.
A person is only eligible for appointment as an Executive Committee Member if that person is eligible to serve as an Executive Committee Member under the requirements of the Act, and meets any additional criterium, qualification or experience requirements determined by the Executive Committee from time to time (if any).
If there are insufficient recommended candidates to fill all vacancies on the Executive Committee; or the recommended candidates do not receive endorsement of 50% or more of the Members at the Annual General Meeting and therefore the positions remain vacant, any vacant position shall be dealt with under rule 9.3.
The Executive Committee may appoint sub-committees for the purpose of carrying out specific projects. An Executive Committee Member may be replaced at the discretion of the Committee.
The Executive Committee will meet together to conduct the Association’s business as often as the President determines, provided that the Executive Committee must meet at least once every 3 months (or 4 times per year).
The President or Secretary will call the Executive Committee for a meeting. A quorum of 3 members of the Executive Committee is required. Each Executive Committee member has one deliberative vote.
At every Executive Committee Meeting the President will preside as chairperson of the Executive Committee Meeting. In the absence of the President, the remaining Executive Committee Members must elect a Executive Committee Member to preside as chairperson.
Every Executive Committee Member present at a Executive Committee Meeting has a deliberative vote.
Any resolution put forward at a Executive Committee Meeting must be passed by a majority of the Executive Committee Members present and voting at the Executive Committee Meeting. Where there is an equality of votes, the chairperson has a casting vote in addition to their deliberative vote.
An Executive Committee Member may not receive from the Association any remuneration unless decided by Association Members at a General Meeting by ordinary resolution.
An Executive Committee Member is entitled to be paid out of the funds of the Association for any out-of-pocket expenses for travel and accommodation properly incurred:
in attending an Executive Committee meeting or
in attending a general meeting; or
otherwise in connection with the Association’s business.
The Honorary Consul of the Federal Republic of Germany will be granted as Patron of WAGBA during his/her term in office.
The Executive Committee has the following duties, which it may delegate to an Executive Committee Member, office-bearer or other person appointed by the Executive Committee:
co-ordinating the correspondence of the Association;
consulting with the President regarding the business to be conducted at each Executive Committee Meeting and General Meeting;
preparing the notices required for General Meetings and Executive Committee Meetings and for the business to be conducted at General Meetings and Executive Committee Meetings;
maintaining on behalf of the Association the Register of Members, and recording in the Register of Members any changes in the Membership, as required under the Act and these rules;
maintaining on behalf of the Association an up-to-date copy of these rules, as required under the Act;
maintaining on behalf of the Association a record of the names and address of persons who:
are Executive Committee Members; and
ensuring the safe custody of the books of the Association and records; and
maintaining full and accurate minutes of Executive Committee Meetings and General Meetings.
8. Financial Management
The Executive Committee has the following duties, which it may delegate to an Executive Committee Member, office-bearer or other person appointed by the Executive Committee:
ensuring that any amounts payable to the Association are collected and issuing receipts for those amounts in the Association’s name;
ensuring that any amounts paid to the Association are credited to the appropriate account of the Association, as directed by the Executive Committee;
ensuring that any payments to be made by the Association that have been authorised by the Executive Committee or at a General Meeting are made on time;
ensuring that the Association complies with the relevant requirements of Part 5 of the Act;
ensuring the safe custody of the Association’s financial records, financial statements and financial reports, as applicable to the Association;
coordinating the preparation of the Association’s financial statements before their submission to the Annual General Meeting;
providing any assistance required by an Auditor or reviewer conducting an audit or review of the Association’s financial statements or financial report under Part 5 Division 5 of the Act; and
open and operate bank accounts of the Association.
The Association’s financial year commences on 1 July and expires on 30 June the following calendar year.
9. Executive Committee vacancies
The position of any Executive Committee Member will be vacated if the holder of that position:
resigns by notice in writing to the Association;
if an individual, is incapacitated by physical ill health or certified as unfit; or
is no longer eligible to be an Executive Committee Member under rule 6.6.
The Executive Committee may act notwithstanding a vacancy occurring in any position on the Executive Committee.
The Executive Committee may appoint any person who is eligible under rule 6.6 to fill a vacant position of an Executive Committee Member on the Executive Committee (including the appointment of an office-bearer), and such person shall hold office until the end of the next Annual General Meeting following their appointment.
10. Validity of Acts of the Executive Committee
All acts done at any Executive Committee Meeting, or by the Executive Committee, will, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Executive Committee Member or that any Executive Committee Member was disqualified, be valid as if such defect did not in fact exist or such Executive Committee Member was not disqualified, as the case may be.
11. Use of Technology at Executive Committee Meeting
The Executive Committee may hold an Executive Committee Meeting at 2 or more venues using any technology that gives the Executive Committee Members entitled to be heard at an Executive Committee Meeting, a reasonable opportunity to participate.
The Executive Committee Members may only withdraw their consent for the use of technology by a resolution of the Executive Committee at an Executive Committee Meeting.
12. Minutes of Executive Committee Meetings
Subject to rule 12.3, the Executive Committee must cause proper minutes of all proceedings of every Executive Committee Meeting to be entered in a minute book within 30 days after the holding of each such Executive Committee Meeting.
The minutes must contain:
the names of all Executive Committee Members present and those whose apologies for non-attendance were accepted by the Executive Committee Meeting;
details of any material personal interest disclosed by an Executive Committee Member present; and
all resolutions made, passed or rejected by the Executive Committee at the Executive Committee Meeting.
If the Secretary is not present at the Executive Committee Meeting, the Executive Committee must nominate and authorise a person to be responsible for complying with the requirements set out in rule 12.1 in relation to that particular Executive Committee Meeting.
The minutes created under rule 12.1 when signed by the President will be, until the contrary is proved, evidence that:
(i) the Executive Committee Meeting was duly convened and held;
(ii) all proceedings recorded as having taken place at the Executive Committee Meeting did in fact take place; and
(iii) all appointments reported to have been made at the Executive Committee Meeting have been validly made.
Subject to these rules and the Act, the Executive Committee may pass a circular resolution without an Executive Committee Meeting being held.
A circular resolution is passed if all of the Executive Committee Members entitled to vote on the resolution sign or otherwise agree to the resolution in the manner set out in rule 13.3 or 13.4.
Each Executive Committee Member may sign:
a single document setting out the resolution and containing a statement that they agree to the resolution; or
separate copies of that document, provided that the wording of the resolution is the same in each copy.
The Association may send a circular resolution by electronic means to the Executive Committee Members and the Executive Committee Members may agree to the resolution by sending an electronic reply to that effect, including the text of the resolution in their reply.
14. Annual General Meeting:
14.1 Annual General Meetings and Special General Meetings
The Executive Committee:
must convene an Annual General Meeting of the Association within the period required by the Act;
may at any time convene a Special General Meeting of the Association; and
must give notice under rule 14.3 below to convene a Special General Meeting of the Association, for the purpose which will be specified in the request, within 45 days of receiving a written request to do so signed by not less than 20% of the members (Percentage), unless this Percentage is greater than the prescribed percentage under the Act, in which case the prescribed percentage under the Act will apply.
14.2 Rights of Members convening Special General Meeting
When a Special General Meeting is convened under rule 14.1.(c):
the Executive Committee must:
provide notice to all members of the Special General Meeting in accordance with rule 14.3 below; or
ensure that the members convening the Special General Meeting are supplied with the Register of Members for the purpose of convening the Special General Meeting; and
the Association must pay the reasonable expenses of convening and holding the Special General Meeting.
14.3 Notice of General Meeting
A notice of every General Meeting must:
be given to all members and the auditor (if any) at least 14 days prior to the date of the General Meeting, except in the case of a General Meeting at which a Special Resolution is to be considered, in which case at least 21 days notice must be given;
state the time, date and place of the General Meeting and the particulars of the business to be transacted at the General Meeting, including (where applicable), the wording of any proposed Special Resolutions, and the order in which the business is to be transacted;
state that Voting Members may appoint an individual as a proxy for the General Meeting or may cast a postal vote and include a copy of any form that the Executive Committee has approved for the appointment of a proxy or postal vote;
contain details of the Association’s voting procedures, including how to vote by post, electronic transmission, and proxy; and
be delivered by hand, sent by prepaid post or sent by electronic transmission to every member in accordance with each member’s contact details appearing in the Register of Members.
A quorum of a General Meeting is 20% of Voting Members in person, by proxy or postal vote.
If a quorum is not obtained within thirty minutes of the time appointed for the General Meeting:
in the case of a meeting convened pursuant to rule 14.1.(c), the General Meeting will lapse; and
in the case of any other General Meeting, the General Meeting will be adjourned to a date and time as determined by the Executive Committee.
There will not be transacted at any adjourned General Meeting any business other than the business left unfinished at or on the agenda of the General Meeting which was adjourned.
When a General Meeting is adjourned for a period of 30 days or more, the Association must give notice under rule 14.3 of the adjourned General Meeting as if that General Meeting was a new General Meeting.
14.5 Chair of General Meetings
Subject to rule 14.5.(b), at every General Meeting the President will preside as chairperson of the General Meeting.
In the absence of the President, the Voting Members must elect an Executive Committee Member to preside as chairperson.
The chairperson may with the consent of the General Meeting,
adjourn any General Meeting from time to time and from place to place; and
impose reasonable time limits on the speakers on any motion.
Each Voting Member present at a General Meeting has a deliberative vote.
Unless otherwise provided in these rules or the Act, any resolution at a General Meeting will be carried by a simple majority of the Voting Members present on a show of hands.
Where there is an equality of votes, the President has a casting vote in addition to their deliberate vote.
At any General Meeting, a declaration by the President that a resolution has been carried and an entry to that effect in the minute book of the proceedings of the Association under rule 14.12 below, is conclusive evidence of the fact unless, during the General Meeting at which the resolution is considered, a poll is demanded in accordance with rule 14.6.(e).
If a poll is demanded and taken under rule 14.6.(e), a declaration by the chairperson of the result of the poll is evidence of the matter so declared.
14.7 Proxies and Postal Votes
A Voting Member may appoint an individual as his or her proxy to vote and speak on his or her behalf at a General Meeting.
A Voting Member may vote by postal vote at a General Meeting.
The appointment of a proxy must be in writing and signed by the Member making the appointment. A postal vote must also be signed by the Member.
The Voting Member appointing the proxy may give specific directions as to how the proxy is to vote on his or her behalf.
If no instructions are given to the proxy, the proxy may vote as the proxy sees fit.
If the Executive Committee has approved a form for the appointment of a proxy or postal vote, the appointing or voting member must use that form.
A form appointing a proxy or a postal vote is of no effect unless it is received by the Association before the commencement of the General Meeting for which the proxy is appointed (or postal vote sent) at a time specified by the Executive Committee.
The proxy or postal vote may be sent by post or email to the Association’s designated address.
14.8 Auditor’s Right to be Heard
The auditor (if any) is entitled to attend and be heard at a General Meeting on any part of the business of that meeting that concerns the auditor (if any) in their professional capacity.
14.9 Use of Technology at General Meeting
The Association may hold a General Meeting at 2 or more venues using any technology that gives the members entitled to be heard at a General Meeting, a reasonable opportunity to participate.
The members may only withdraw their consent for the use of technology by a resolution of the Association at a General Meeting.
14.10 Postponing or Cancelling a Meeting
Subject to rule 14.10(b), the Executive Committee may change the venue for, postpone or cancel a General Meeting at its own discretion, acting reasonably.
If a Special General Meeting is called, the Executive Committee must not cancel it without the consent of the relevant members.
14.11 Annual General Meeting
Each Annual General Meeting must consider the following business in the following order:
the disclosure of the nature and extent of all material personal interests required to be disclosed by an Executive Committee Member (if any);
the consideration of the financial accounts of the Association and reports of the Executive Committee; and
any other business specified in the notice convening the Annual General Meetings
14.12 Minutes of General Meetings
The Secretary, or such other person nominated and authorised by the Executive Committee, must cause proper minutes of all proceedings of every General Meeting to be entered into a minute book within 30 days after the holding of each such General Meeting.
The minutes referred to under rule 14.12.(a)must record:
the names of all members who attended the meeting;
any proxy forms validly received in accordance with rule 14.7;
details of any material personal interest disclosed by a Executive Committee Member at the General Meeting; and
all resolutions passed by the General Meeting.
The minutes created under rule 14.12(a) when signed by the chairperson of the General Meeting are, until the contrary is proved, evidence that:
the General Meeting was duly convened and held;
all proceedings recorded as having taken place at the General Meeting did in fact take place; and
all appointments reported to have been made at the General Meeting have been validly made.
15. Dispute resolution
The dispute resolution procedure set out in this rule 15 applies to disputes arising under or in relation to these rules between:
a member and another member; and
a member and the Association.
The parties to a 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.
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 30 days, arrange to hold a meeting in the presence of a registered mediator.
The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
The costs of the mediation are shared equally between the parties.
The mediator, in conducting the mediation, must:
give the parties to the mediation process every opportunity to be heard;
allow due consideration by all parties of any written statement submitted by any party; and
ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
The mediator must not determine the dispute.
The mediation must be confidential and without prejudice.
If the mediation process does not result in the dispute being resolved during the mediation meeting or any adjournment thereof within 30 days of the mediator’s appointment, the parties must refer the dispute to the Patron designated under rule 6.16, who’s decision will be binding and final on the parties, unless the Patron declares a conflict of interest or is otherwise unavailable, in which case the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
16. Amendments to the Constitution and rules
The Association may, by Special Resolution, resolve to amend these rules.
All previous acts and appointments legal and valid under these rules, prior to the amendment or repeal of these rules or under the former rules (subject to any later rules), will remain legal and valid.
Any amendment or repeal of these rules or any new rules only has force or effect as set out under the Act.
17. Inspection of Records:
In accordance with the requirements of the Act, a member may inspect:
the Register of Members in accordance with rule 4.2; and
the record of Executive Committee members in accordance with rule 7.1(f).
The Association must appoint an auditor or reviewer, as the case may be, in accordance with the provisions of the Act.
The Association must have its financial report for each Financial Year audited or reviewed in accordance with the provisions of the Act.
19. Expiration of Membership, Suspension and Expulsion:
19.1 Cessation of membership
A person ceases to be a member when any of the following takes place
for a member who is an individual, the individual dies;
for a member who is a body corporate, the body corporate is wound up;
the member resigns from the Association;
the person is expelled from the Association under rule 19.4;
19.2 Record of cessation
The secretary must keep a record, for at least one year after a person ceases to be a member, of —
the date on which the person ceased to be a member; and
the reason why the person ceased to be a member.
A member may resign from the Association by giving written notice of their resignation to the Association. The Member’s resignation will be effective at the time the Association receives the notice of resignation.
19.4 Suspension and expulsion
The Executive Committee may decide to suspend a member’s membership or to expel a member from the Association if —
the member contravenes any of these rules;
does not pay its annual subscription fee by within 3 months of the due date as determined under rule 5; or
the member acts detrimentally to the interests of the Association.
The Executive Committee must give the member written notice of the proposed suspension or expulsion at least 28 days before the Executive Committee meeting at which the proposal is to be considered.
The notice given to the member must state —
when and where the committee meeting is to be held; and
the grounds on which the proposed suspension or expulsion is based; and
that the member, or the member’s representative, may attend the meeting and will be given a reasonable opportunity to make written or oral (or both written and oral) submissions to the committee about the proposed suspension or expulsion;
At the committee meeting, the committee must —
give the member, or the member’s representative, a reasonable opportunity to make written or oral (or both written and oral) submissions to the committee about the proposed suspension or expulsion; and
give due consideration to any submissions so made; and
decide whether or not to expel the member or to suspend membership and, if the decision is to suspend the membership, the period of suspension; or
A decision of the Executive Committee to suspend the member’s membership or to expel the member from the Association takes immediate effect.
The Executive Committee must give the member written notice of its decision, and the reasons for the decision, within 7 days after the meeting at which the decision is made.
A member whose membership is suspended or who is expelled from the Association may, within 14 days after receiving notice of the Executive Committee’s decision under rule 19.4(f), give written notice to the Secretary requesting the appointment of a mediator under rule 15.
If notice is given under rule 19.4(f), the member who gives the notice and the committee are the parties to the mediation.
20. Winding up or Dissolution:
The Association may, by Special Resolution, resolve that its incorporation under the Act be cancelled, or that it be voluntarily wound up.
In this rule, surplus property, in relation to the Association, means property remaining after satisfaction of —
the debts and liabilities of the Association; and
the costs, charges and expenses of winding up or cancelling the incorporation of the Association but does not include books relating to the management of the Association.
On the cancellation of the incorporation or the winding up of the Association, its surplus property must be distributed as determined by Special Resolution by reference to the persons mentioned in section 24(1) of the Act.
21. Members not to profit
The property and income of the Association shall be applied solely toward the promotion of the objects or purposes of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the Association, except in good faith in the promotion of those objects or purposes.
22. Indemnity –rules and Decisions Binding
Each member agrees to comply with these rules, and each member is bound by the decisions of the Executive Committee.
No Executive Committee Member is liable for the acts of any other Executive Committee member, or for any loss or damage or expense suffered or incurred by the Association, unless the same is caused by the Executive Committee Member’s own wilful act, wilful neglect or wilful default.
Each Executive Committee Member is indemnified out of the funds of the Association against any losses, costs or expenses incurred by the Executive Committee Member in the discharge of the Executive Committee Member’s duties, except where such losses, costs and expenses are incurred by the Executive Committee Member’s own wilful act, wilful neglect or wilful default.
23. Executing documents
The Association may execute a document if the document is signed by 2 Executive Committee Members, or an Executive Committee Member and a person authorised by the Executive Committee. The Association does not have a common seal.