Rules of the Adelaide Zen Group

THE RULES OF THE ADELAIDE ZEN GROUP INC.

Adopted July 8, 1991 

THE RULES OF THE ADELAIDE ZEN GROUP INC. 

1. NAME

The name of the Incorporated Association is the Adelaide Zen Group Inc. and is referred to in these rules as ‘the Association’. 

2. DEFINITIONS

In these rules, unless the contrary intention appears – 

‘Committee’ means the Committee of Management of the Association; 

‘general meeting’ means a general meeting of members of the Association convened in accordance with these rules and includes an annual general meeting;

‘member’ means a member of the Association

‘the Act’ means the Associations Incorporation Act, 1985;

‘the Regulations’ means the Associations Regulations, 1985; 

‘consensus’ means in respect to a proposed resolution at a general meeting that each ordinary member present personally or by proxy agrees, or in respect to a decision of the Committee that each Committee member present personally agrees. 

3. OBJECTS

The objects of the Association are: 

(1) To promote the practice of Zen meditation by:

1. providing opportunities for members to come together to practice, 
2. providing facilities and teaching which recognise the origins of Zen meditation in the teachings of the historical Buddha, and 
3. following the form of practice as used in the Diamond Sangha, but not excluding other forms as determined by the Committee from time to time.

(2) To provide a community of support for individuals engaged in Zen meditation irrespective of religious or non-religious orientation.

4. POWERS

The Association shall have all the powers conferred by section 25 of the Act. 

5. CLASSES OF MEMBERSHIP

(1) The membership of the Association shall be open to natural persons only and shall consist of ordinary members and associate members. 

(2) Ordinary members shall be persons who wish to support and participate in the activities of the Association and have done so on a regular basis prior to applying for membership.

(3) Associate members shall be persons who wish to receive the Association’s newsletters and other mailings but only participate in the activities of the Association on an infrequent basis. Associate members shall not have voting rights nor shall they have the right to stand for election to the Management Committee or to be appointed to it.

6. APPLICATION FOR MEMBERSHIP

(1) Application for membership or for a change in membership class shall be made in writing, signed by the applicant, and shall be in such a form as the Committee shall prescribe from time to time.

(2) At the next meeting of the Committee after receipt of the application, the Committee shall determine the acceptance or rejection of the application. Upon the acceptance of the application by the Committee and upon payment of the subscription (if applicable) the applicant shall be a member of the Association in the class so determined.

7. SUBSCRIPTIONS

(1) The subscription fees for each class of membership shall be such sum as the members shall determine from time to time in general meeting, except that the fees for the period after incorporation prior to the first general meeting shall be determined by the Committee.

(2) The subscription fees shall be payable at such time and in such manner as the Committee shall determine from time to time.

8. CESSATION OF MEMBERSHIP

(1) Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Association, provided always that the Committee may reinstate such a person’s membership on such terms as it thinks fit.

(2) A member may resign from membership of the Association by giving written notice thereof to the secretary or public officer of the Association. Such resignation shall take effect at the time such notice is received unless a later date is specified in the notice when it shall take effect on that later date. Any member so resigning shall be liable for any subscriptions outstanding at the time of that resignation.

(3) A member may be suspended or expelled for conduct detrimental to the interests of the Association, but only if so resolved by a resolution of the members at a general meeting at which the member has been given reasonable opportunity to present his/her case.

(4) The expulsion or suspension of a member effective for such periods and subject to such terms and conditions as the members by resolution decide.

(5) In addition to membership class change upon application from a member as provided for under rule 6, the membership class of an ordinary member may be changed to that of Associate upon the recommendation of the Committee, but only if so resolved by a resolution of the members at a general meeting at which the member has been given reasonable opportunity to present his/her objection if so desired.

9. THE COMMITTEE

(1) The affairs of the Association shall be managed and controlled exclusively by a Committee which in addition to any powers and authorities conferred by these rules may exercise all such powers and do all such things as are within the objects of the Association, and are not by the Act or by these rules required to be done by the Association in general meeting.

(2) Except as otherwise provided in these rules, the Committee may meet together and regulate its proceedings as it thinks fit.

(3) No resolution made by the Association shall invalidate any prior act of the Committee which would have been valid if that resolution had not been passed.

(4) The Committee shall have the power to appoint such officers and employees as are required to carry out the objects of the Association, including a public officer required by the Act, and may discuss or delegate any of its powers to such officers and employees subject to the limitations contained in sub-rule 9(5).

(5) Apart from those activities of a business or legal nature required to be performed by the Secretary and public officer, no one member of the Committee shall act as a spokesperson for the Association in its contact and dealings with other organisations or natural persons unless specifically authorised by the Committee in respect of each such contact or dealing.

10. MEMBERSHIP OF THE COMMITTEE

(1) The Committee shall be comprised of a Chairperson, Secretary and Treasurer and three committee members all of whom shall be Ordinary members of the Association.

(2) The first Committee of the Association shall comprise such persons, unless they are disqualified under the Act from being members of the Committee, as hold office prior to incorporation and shall hold office until the first annual general meeting after incorporation.

(3) At each annual general meeting of the Association all members of the Committee shall retire from office but shall be eligible for reappointment. Members of the Committee shall be chosen from nominations received at each annual general meeting, by secret ballot of OrdinaryMembers of the Association present personally or by proxy.

11. CASUAL VACANCIES ON THE COMMITTEE

(1) A Committee member ceases to be a member of the Committee and a casual vacancy occurs if he or she:

1. dies
2. resigns by notice in writing to another Committee member; 
3. ceases to be an Ordinary member of the Association;
4. is disqualified by the Act;
5. is expelled or suspended under these rules from membership of the Association;
6. is permanently incapacitated by ill health; 
7. is absent without apology from more than three consecutive committee meetings, or more that three committee meetings in a financial year. 

(2) The Committee may appoint an Ordinary member of the Association to fill a casual vacancy, and such a committee member shall hold office until the next annual general meeting of the Association and shall be eligible for reappointment.

12. PROCEEDINGS OF COMMITTEE

(1) The Committee shall meet together for the despatch of business at least monthly. Any member of the Committee may convene a meeting of the Committee at any time.

(2) Decisions of the Committee shall be made by consensus unless, in relation to a particular decision, a vote is demanded by at least half of the Committee members present personally in which case that particular decision shall be decided by majority vote on a show of hands or in such other manner as the chairperson directs.

(3) A quorum for a meeting of the Committee shall be four members.

(4) A member of the Committee having a pecuniary interest in a contract with the Association must disclose that interest to the Committee as required by the Act, and shall not vote with respect to that contract.

13. FINANCIAL YEAR

The first financial year of the Association shall be the period ending on 30 June 1992, and thereafter a period of 12 months ending on 30 June in each year.

14. BORROWING POWERS

(1) Subject to this rule the Association may borrow money from banks or other financial institutions upon such terms and conditions as the Committee sees fit, and may secure the repayment thereof by charging the property of the Association.

(2) Subject to section 53 of the Act the Association may invite and accept deposits of money from any person on such terms and conditions as may be determined by the Committee from time to time.

15. RULES

(1) Subject to approval by a resolution of the Ordinary members of the Association, notice and particulars of which had been given to members under sub-rule 17(4), these rules may be altered (including an alteration to name), or be rescinded and replaced by substituted rules. Such an alteration shall be registered with the Commission as required by the Act.

(2) The registered rules shall bind the Association and every member to the same extent as if they had respectively signed them, and agreed to be bound by all of the provisions thereof.

16. THE SEAL

(1) The Association shall have a common seal upon which its corporate name shall appear in legible characters.

(2) The seal shall not be used without the express authorisation of the Committee, and every use of the seal shall be recorded in the minute book of the Association. The affixing of the seal shall be witnessed by the Treasurer and any other two members of the Committee.

(3) The seal shall be kept in the custody of the Secretary or such other person as the Committee may from time to time decide.

17. MEETINGS

(1) The Committee may call a special general meeting of the Association at any time and shall call the first annual general meeting for a date to be held within six months after the incorporation of the Association, and thereafter within three months after the end of its financial year.

(2) Upon a requisition in writing signed by not less than one third of the total number of Ordinary members of the Association, the Committee shall within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.

(3) If a special general meeting is not convened within one month as required by sub-rule (2) the requisitionists may convene a special general meeting. Such a meeting shall be convened in the same manner as a meeting convened by the Committee, and for this purpose the Committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.

(4) At least fourteen days’ notice of any general meeting shall be given to members. The notice shall set our where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting. In the case of an annual general meeting, the order of the business at the meeting shall be the consideration of the accounts and reports of the Committee, the appointment of Committee members, and any other business requiring consideration by the Association in general meeting.

(5) A notice may be given by the Association to any member by serving the member with the notice personally, or by sending it by post to the address appearing in the register of members. Service of the notice by post shall be deemed to be effected if it is properly addressed and posted to the member by ordinary prepaid mail.

18. PROCEEDINGS AT MEETINGS

(1) At any general meeting the number of Ordinary members required to be present personally or by proxy to constitute a quorum shall be half the number of Ordinary members in the register of members of the Association at the commencement of the meeting.

(2) If within thirty minutes after the time appointed for the meeting a quorum of Ordinary members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in two weeks time at the same time and place, or to such other day and at such other time and place as the Committee may determine. If at such adjourned meeting a quorum is not present within thirty minutes of the time appointed for the meeting the Ordinary members present shall form a quorum.

(3) The chairperson of the Committee or if there shall be no chairperson, or the chairperson is absent, or declines to take or retires from the chair, then one of the Committee members chosen by meeting shall preside as chairperson at a general meeting of the Association. If there is no such person present within five minutes after the time appointed for holding the meeting, the Ordinary members present may choose one of their number to be the chairperson.

(4) The chairperson may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place.

(5) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting of members. 

(6) At any general meeting, a resolution shall be decided by consensus   unless, in relation to a particular decision, a vote is demanded by at least half of the Ordinary members present personally or by proxy in which case that particular resolution shall be decided by majority vote on a show of hands or in such other manner as the chairperson directs.

(7) A declaration by the chairperson of the meeting that a resolution has been carried or lost, whether by consensus or by vote, shall be evidence of that fact.

19. MINUTES

(1) Proper minutes of all proceedings of meetings of the Association and of meetings of the Committee, shall be entered within one month after the relevant meeting in minute books kept for the purpose.

(2) The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the Proceedings took place or by the chairperson of the next succeeding meeting.

20. VOTING RIGHTS

(1) Subject to these rules each Ordinary member present at a general meeting in person or by proxy shall be entitled to one vote.

(2) An Ordinary member shall be entitled to appoint in writing a natural person who is also an Ordinary member of the Association to be his or her proxy, and attend and vote at any meeting of the Association. 

21. ACCOUNTS

The Association shall keep such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association.

22. WINDING UP

The Association may be wound up in the manner provided for in the Act.

23. APPLICATION OF SURPLUS ASSETS

(1) If after the winding up of the Association there remains ‘surplus assets’ as defined in the Act, such assets shall be distributed to another incorporated association or associations having objects similar to those of the Association and winding up provisions which prohibit the distribution of surplus assets to their members.

(2) The determination of which association or associations is to receive the distribution is to be made by resolution of the members in general meeting.