Purpose & Rules

ASSOCIATIONS INCORPORATION ACT 1981 STATEMENT OF PURPOSES

1. The name of the proposed incorporated association is

AUSTRALIAN PRODUCT LIABILITY ASSOCIATION (INC.)

2. The purposes for which the proposed incorporated association is established are:

(a) To promote the common interests of members by representing and otherwise assisting members in product liability issues.(b) To inform members on aspects of product liability including international aspects.

(c) To assist in the evaluation of existing of proposed product liability law in Australia and to act as a centralised resource facility in relation to existing law and recent statutory and common law developments in respect of product liability.

(d) To formulate proposals for reform of laws relating to product liability.

(e) To promote a better understanding among members of the practices and the potential costs which are associated with product liability and in particular, insurance, prevention, recovery and risk management and other measures to minimise these costs.

(f) To make representations to other associations, government and semi-government bodies, organisations and persons to further the common interests of members of the Association.

(g) To co-operate with other organizations with similar objectives.

(h) To publicise and disseminate information and views of product liability.

In this clause “product liability” includes liability in respect of goods and services relating to goods.

MODEL RULES FOR AN INCORPORATED ASSOCIATION

1. The name of the incorporated association is AUSTRALIAN PRODUCT LIABILITY ASSOCIATION (INC.) (in these rules called “the association”.

INTERPRETATION

2. (1) In these rules, unless the contrary intention appears:

“Committee” means the Committee of Management of the Association.
“eligible person” means any person, which supplies or provides goods or services (including manufacturers, distributes, retailers and others involved in the chain of distribution and other suppliers or providers of goods or services) and includes:

(a) an association (whether corporate or unincorporated) which represents any such person, firms or companies, and(b) any other person, declared by the Committee to be an eligible person in accordance with rules 3(9) and 3(10) hereof.
“Financial Year” means the year ending on 30th June.
“General Meeting” means a general meeting of members convened in accordance with Rule 11.
“Member” means a member of the Association.
“Ordinary Member of the Committee” means a member of the committee who is not an officer of the Association under Rule 21.
“person” includes a firm, company or association (whether corporate or unincorporated)
“the Act” means the Associations Incorporation Act 1981 (Vic.).
“the Regulations” means regulations under the Act.

(2) A corporate member or an association member may be represented by an individual nominated by it in the application for membership or otherwise from time to time in writing.

(3) In these Rules, a reference to the secretary of the Association is a reference:

(c) where a person holds office under these Rules as secretary of the Association – to that person; and(d) in any other case, to the public officer of the Association.

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

MEMBERSHIP

3. (1) Subject to these Rules, an eligible person may apply to be a member of the Association.

(2) An application of an eligible person for membership of the Association:

(a) shall be made in writing in the form set out in Appendix 1; and(b) shall be lodged with the secretary of the Association.

(3) As soon as it practicable after the receipt of an application, the secretary shall refer the application to the Committee.

(4) Upon application being referred to the Committee, the Committee shall determine whether the applicant is an eligible person as defined herein and whether to approve or to reject the application. The Committee shall have the fullest discretion in approving or rejecting an application. The Committee’s decision shall be final and may be made without assigning any reason.

(5) Upon an application being approved by the Committee, the secretary shall, with as little delay as possible, notify the applicant in writing that he is approved for membership of the Association and request payment within the period of 28 days after receipt of the notification of the sum payable under these rules as the entrance fee and the first year’s annual subscription.

(6) The secretary shall, upon payment of the amounts referred to in sub-clause (5) within the period referred to in that sub-clause, enter the application’s name in the register of members kept by him and, upon the name being entered, the applicant becomes a member of the Association.

(7) A right, privilege, or obligation of a person by reason of his membership of the Association:

(a) is not capable of being transferred to or transmitted to another person;(b) terminates upon the cessation of his membership whether by dissolution, expulsion, resignation or death in the case of individuals or otherwise.

(8) Representatives of Government and semi-Government bodies and others who may not be eligible persons may, with the approval of the Committee, be invited as observers for all or some only of the meetings and proceedings of the Association.

(9) A person, firm, company, or association (whether corporate or unincorporated) wishing to be declared an eligible person may make application to the Committee.

(10) The Committee shall have the fullest discretion in approving or rejecting an application for a person to be an eligible person and in any event it shall not declare a person, to be an eligible person unless it is reasonably satisfied that membership of such person is consistent with the purposes of the Association. The Committee’s decision shall be final and may be made without assigning any reason.

ENTRANCE FEE AND ANNUAL SUBSCRIPTION

4. (1) The entrance fee is the amount decided by the Committee from time to time and is payable on acceptance of membership or in installments as determined by the Committee from time to time.

(2) The annual subscription is to be computed by the Committee from time to time and is payable in advance on or before the 1st day of July in each year on in installments as determined by the Committee from time to time.

(3) Notwithstanding anything else in these rules, if a member is in arrears concerning the payment of the entrance fee or the annual subscription (including any installments thereof), the Committee may serve a notice on the member and if the arrears are not brought up to date within fourteen (14) days of the service of the notice, the membership shall automatically cease.

REGISTER OF MEMBERS

5. (1) The secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member and the register shall be available for inspection by members at the address of the Public Officer.

(2) Subject to these rules, where a member ceases to be a member for any reason the secretary shall enter the date of cessation of membership in the register.

(3) A member who has ceased to be a member is not prohibited from re-applying for membership.

RESIGNATION AND EXPULSION OF MEMBER

6. (1) A member of the Association who has paid all moneys due and payable by him to the Association may resign from the Association by giving one month’s prior notice in writing to the secretary of his intention to resign and up on the expiration of that period of notice, the member shall cease to be a member.

(2) Upon the expiration of a notice given under sub-clause (1),the secretary shall make in the register of members an entry recording the date on which the member by who the notice was given, ceased to be a member.

7. (1) Subject to these rules, the Committee may be 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 Committee is of the opinion that the member –

(i) has refused or neglected to comply with these rules; or
(ii) has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.

(2) A resolution of the Committee under sub-clause (1):

(a) does not take effect unless the Committee, at a meeting held not earlier than 14 and not later than 28 days after the service on the member of a notice under sub-clause (3) confirms the resolution in accordance with this clause; and(b) where the member exercises a right of appeal to the Association under this clause does not take effect unless the Association confirms the resolution in accordance with this clause.

(3) Where the Committee passes a resolution under sub-clause (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 Committee and the grounds on which it is based;(b) stating that the member may address the Committee at a meeting to be held not earlier than 14 and not later than 28 days after service of that notice;
(c) stating the date, place and time of that meeting;

(d) informing the member that he may do one or more of the following –

(i) Attend that meeting;
(ii) Give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution;
(iii) Not later than 24 hours before the date of the meeting, lodge with the secretary a notice to the effect that he wishes to appeal to the association in general meeting against the resolution.

(4) At a meeting of the Committee held in accordance with sub-clause (2), the Committee:

(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 to revoke the resolution.

(5) Where the secretary receives a notice under sub-clause (3), he shall notify the Committee and the Committee shall convene a general meeting of the Association to be held within 21 days after the date on which the secretary receive the notice.

(6) At a general meeting of the Association convened under sub-clause (5):

(a) no business other than the question of the appeal shall be transacted;(b) the Committee 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) If at the general meeting:

(a) two-thirds of the members present 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.

ANNUAL GENERAL MEETING

8. (1) The Association shall in each calendar year convene an annual general meeting of its members.

(2) The annual general meeting shall be held on such day as the Committee determines.

(3) The annual general meeting shall be specified as such in the notice convening it.

(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 Committee reports upon the transactions of the Association during the last preceding financial year;

(c) to elect officers of the Association and the ordinary member of the Committee; and
(d) to receive and consider the statement submitted by the Association in accordance with Section 30 (3) of the Act.

(5) The annual general meeting may transact special business of which notice is given in accordance with these rules.

(6) The annual general meeting shall be in addition to any other general meetings that may be held in same year.

SPECIAL GENERAL MEETING

9. All general meeting other than the annual general meeting shall be called special general meetings.

10. (1) The Committee may, whenever it thinks fit, convene a special general meeting of the Association and, where, but for this sub-clause, more than 15 months would lapse between annual general meetings, shall convene a special general meeting before the expiration of that period.

(2) The Committee shall, on the requisition in writing of members representing not les then 5% of the total number of members, convene a special general meeting of the Association.

(3) The requisition for a special general meeting shall state the object of the meeting and shall be signed by the members making the requisition and be sent to the address of the secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.

(4) If the Committee 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 of them, may convene a special general meeting to be held not later than 3 months after that date.

(5) A special general meeting convened by member in pursuant of these rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expenses incurred in convening the meeting shall be refused by the Association to the persons incurring the expenses.

NOTICE OF MEETING

11. (1) The secretary of the Association shall, at least 14 days before the date fixed for holding a general meeting of the Association, cause to be sent to each member of the Association at his address appearing in the register of members, a notice by pre-paid post stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(2) No business other than that set out in the nature convening the meeting shall be transacted at the meeting.

(3) A member desiring to bring any business before a meeting may give notice of that business in writing to the secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice.

PROCEEDING AT MEETINGS

12. (1) All business that is transacted at the special general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in these rules as being the ordinary business of the annual general meeting shall be deemed to be special business.

(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 in considering that item.

(3) 5 members personally present (being member entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

(4) If within half an hour of the appointed time for the commencement of a general meeting, a quorum is not present, the meeting is convened upon the requisition of member shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place 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 3) shall be a quorum.

13. (1) The President, or in his absence, the Vice-President, shall preside as Chairman at each general meeting of the Association.

(2) If the President and the Vice-President are absent from the general meeting, the members present shall elect one of their number to preside as Chairman at the meeting.

14. (1) The Chairman 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 any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(2) Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of a general meeting.
(3) Except as provided in sub-clause (1) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

15. A question arising at a general meeting of the Association shall be determined on a show of hands a poll is demanded, a declaration by the Chairman that a resolution has, on a 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.

16. (1) Upon any question arising at a general meeting of the Association, a member has one vote only.

(2) All votes shall be given personally or by proxy.

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

17.(1) If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
(2) A poll that is demanded on the election of a Chairman 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 time before the close of the meeting as the Chairman may direct.

18. A member is not entitled to vote on any general meeting unless all moneys due and payable by him to the Association have been paid, including the amount of the annual subscription (or any installments thereof) payable in respect of the current financial year.

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

(2) The notice appointing the proxy shall be in the form set out in Appendix 2.

COMMITTEE OF MANAGEMENT

20.(1) The affairs of the Association shall be managed by a Committee of Management constituted as provided in Rule 21.

(2) The Committee:

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

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

21.(1) The officers of the Association shall be:

(a) a President;(b) a Vice-President;

(c) a Treasurer; and

(d) a Secretary.

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

(3) The President of the Association shall hold office for a term of two years, such term shall expire at the end of the second annual meeting after his election and he shall not be eligible to be President for the term immediately following his term as President.

(4) The other officers of the Association shall hold office until the end of the annual general meeting next after the date of their election but are eligible for re-election.

(5) In the even of a casual vacancy in any office referred to in the sub-clause (1), the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of his appointment.

22.(1) Subject to Section 23 of the Act, the Committee shall consist of:

(a) the officers of the Association;(b) 3 ordinary member –
each of who shall be elected at the annual general meeting of the Association in each year.

(2) Each ordinary member of the Committee shall, subject to these rules, hold office until the end of the annual general meeting next after the date of his election but is eligible for re-election.

(3) In the event of a casual vacancy occurring in the office of an ordinary member of the Committee, the Committee may appoint a member of the Association to till the vacancy and the member so appointed shall hold office, subject to these rules, until the end of the annual general meeting next following the date of his appointment.

ELECTION OF OFFICERS AND VACANCY

23.(1) Nominations of candidates for election as officers of the Association or as ordinary members of the Committee:

(a) shall be made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination; and(b) shall be delivered to the secretary of the Association not less than 7 days before the date fixed for the holding of the annual general meeting.

(2) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.

(3) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

(4) If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.

(5) The ballot for the election of officers and ordinary members of the committee shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.

(6) A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for another office for election at the same election.

24. For the purposes of these rules, the office of an officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member:

(a) ceases to be a member of the Association;(b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code; or

(c) resigns his office by notice in writing given to the secretary.

PROCEEDINGS OF COMMITTEE

25.(1) The Committee shall meet at least 3 times in each year at such place and such times as the Committee may determine.

(2) Special meetings of the Committee may be convened by the President or by any 4 members of the Committee.

(3) Notice shall be given to member of the Committee 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.

(4) Any 4 members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

(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 of the same day in the following week unless the meeting was a special meeting in which case it lapses.

(6) At meetings of the Committee:

(a) the President or in his absence the Vice-President shall preside; or(b) if the President and the Vice-President are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside.

(7) Questions arising at the meeting of the Committee or of any sub-committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member by a poll taken in such a manner as the person presiding at the meeting may determine.

(8) Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee (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 second or casting vote.

(9) Written notice of each committee meeting shall be served on each member of the Committee by delivering it to him at a reasonable time before the meeting or by sending it by pre-paid post address to him at his usual or last known place of abode at lease two business days before the date of the meeting.

(10) Subject to sub-clause 4, the Committee may act notwithstanding any vacancy on the Committee.

SECRETARY

26. The secretary of the Association shall keep minutes of the resolutions and proceedings of each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present at committee meetings.

TREASURER

27.(1) The Treasurer of the Association:

(a) shall collect and receive all moneys due to the Association and make all payments authorized by the Association; and(b) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connect with the activities of the Association.

(2) The accounts and books referred to in sub-clause (1) shall be available for inspection by members.

REMOVAL OF MEMBER OF COMMITTEE

28.(1) The Association in general meeting may be resolution remove any member of the Committee before the expiration of his term of office and appoint another member in his stead to hold office until the expiration of the term of the first-mentioned member.

(2) Where the member to whom a proposed resolution referred to in sub-clause (1) has been applied makes representations in writing to the secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the member so the Association, the secretary or the President my send a copy of the representations to each member of the Association or, if they are not so sent, the member may require that they read out at the meeting.

CHEQUES

29. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members of the Committee.

SEAL

30.(1) The Common Seal of the Association shall be kept in the custody of the secretary.

(2) The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by signatures either of two members of the Committee or of one member of the Committee and of the Public Officer of the Association.

ALTERATIONS OF RULES AND STATEMENT OF PURPOSE

31. These rules and the statement of the purpose of the Association shall not be altered expect in accordance with the Act.

NOTICES

32.(1) A notice may be served by or on behalf of the Association upon any member with personally or by sending it by post to the member at his address in the Register of Members.

(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.

WINDING UP OR CANCELLATION

33. In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association shall be disposed of in accordance with the provisions of the Act.

CUSTODY OF RECORDS

34. Except as otherwise provided in these rules, the secretary shall keep his custody or under his control all books, documents and securities of the Association.

FUNDS

35. The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines.

LIABILITY AND INDEMNITY

36.(1) Except as otherwise provided by this Act or the rules, a member or officer of the Association shall not, by reason only of his being such a member or officer, be liable to contribute towards payment of debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association.

(2) Except where otherwise expressly provided by the Act or rules, membership of the Association shall not be deemed to confer upon members any right, title or interest, whether legal or equitable, in the property of the incorporated Association.

(3) Each officer of the Association or member of the Committee shall be indemnified and kept indemnified out of the property of the Association in respect of or relating to any claim, demands, costs, expenses and proceedings and liabilities incurred by the officer or the member of the Committee in the course of or in respect of or relating to the performance of his duties and obligations as an officer or a member of the Committee.

PUBLIC OFFICER

37.(1) The first public officer of the Association shall be the person upon whose application the Association was incorporated.

(2) Where the Office of public officer of the Association at any time becomes vacant, the Committee shall within 14 days after the vacancy arises, appoint a person to fill the vacancy.

(3) A person is incapable of being appointed as a public officer of the Association unless:

(a) he has attained the age of eighteen years and has not attained the age of 72 years; and(b) he is resident in the State of Victoria

(4) The acts of a public officer are not invalid by reason only of any defect that may be discovered in his appointment or qualification.

(5) The public officer of the Association may, unless its rules otherwise provide, hold any other office in the incorporated association.

(6) The Committee of the Association may remove a public officer from his office.

(7) The office of the public officer of the Association becomes vacant if the person holding that office is:

(a) dies;(b) resigns his office by writing under his hand addressed to the Committee;

(c) is removed from office;

(d) becomes bankrupt or applies to take or takes advantage of any law relating to bankrupt or insolvent debtors or compound with his creditors or makes an assignment of his estate for their benefit;

(e) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

(f) ceases to be resident in the State of Victoria; or

(g) attains the age of 72 years.

(8) Notwithstanding anything else herein, the first public officer may:

(a) exercise the powers of the Committee for the purpose of accepting or otherwise dealing with applications for membership of the Association;(b) (i) appoint the first officers of the Association, and
(ii) appoint the first Committee of the Association,
PROVIDED ALWAYS that the first officers of the Association and the first Committee of the Association shall only hold office until the first general meeting of the Association which shall be held within 6 months from the date of the incorporation of the Association.

(9) The powers of the first public officer under the preceding sub-clause shall cease on the due appointment of the first officers and the first Committee by the public officer pursuant to the preceding sub-clause.