Preliminary
Who can be a member?
Approval of membership
When a person becomes a member
When a person stops being a member
Dispute resolution
Disciplining members
Preliminary
- Name of the company
The name of the company is Australian Sewing Guild Ltd (the company).
- Limited liability of members
The liability of members is limited to the amount of the guarantee in clause 3.
- The guarantee
Each member must contribute an amount not more than $10 (the guarantee) to the property of the company if the company is wound up while the member is a member, or within 12 months after they stop being a member, and this contribution is required to pay for the:
- debts and liabilities of the company incurred before the member stopped being a member, or
- costs of winding up.
Who can be a member?
A person who supports the purposes of the company is eligible to apply to be a member of the company. ‘Person’ means an individual or incorporated body.
Approval of membership
Directors decide whether to approve membership.
The directors must consider an application for membership within a reasonable time after the application is received.
If the directors approve an application, the secretary must as soon as possible:
- enter the new member on the register of members, and
- write to the applicant to tell them that their application was approved, and the date that their membership started.
If the directors reject an application, the secretary must write to the applicant as soon as possible to tell them that their application has been rejected, but does not have to give reasons.
When a person becomes a member
Other than initial members, an applicant will become a member when they are entered on the register of members.
When a person stops being a member
A person immediately stops being a member if they:
- die;
- are wound up or otherwise dissolved or deregistered (for an incorporated member);
- resign, by writing to the secretary;
- are expelled (refer to Disciplining Members)
- have not responded within three months to a written request from the secretary that they confirm in writing that they want to remain a member; or
- have not paid any fee associated with membership or the renewal of membership within sixty (60) days after the fee first became due and payable.
Dispute resolution
The dispute resolution procedure applies to disputes (disagreements) between a member or director and:
- one or more members
- one or more directors, or
- the company.
A member must not start a dispute resolution procedure in relation to a matter which is the subject of a disciplinary procedure until the disciplinary procedure is completed.
Those involved in the dispute must try to resolve it between themselves within 14 days of knowing about it.
If those involved in the dispute do not resolve it, they must within 10 days:
- tell the directors about the dispute in writing
- agree or request that a mediator be appointed, and
- attempt in good faith to settle the dispute by mediation.
The mediator must:
- be chosen by agreement of those involved, or
- where those involved do not agree:
- for disputes between members, a person chosen by the directors, or
- for other disputes, a person chosen by either the Commissioner of the Australian Charities and Not-for-profits Commission or the president of the law institute or society in the state or territory in which the company has its registered office.
A mediator chosen by the directors
- may be a member or former member of the company
- must not have a personal interest in the dispute, and
- must not be biased towards or against anyone involved in the dispute.
When conducting the mediation, the mediator must:
- allow those involved a reasonable chance to be heard
- allow those involved a reasonable chance to review any written statements
- ensure that those involved are given natural justice, and
- not make a decision on the dispute.
The whole of the cost of the mediation must be borne by the person or persons who raised the dispute to which the mediation relates, unless the contrary is agreed at the mediation.
Disciplining members
Directors may resolve to warn, suspend or expel a member from the company if the directors consider that:
- the member has breached this constitution, or
- the member’s behaviour is causing, has caused, or is likely to cause harm to the company.
At least 14 days before the directors’ meeting at which a resolution will be considered, the secretary must notify the member in writing:
- that the directors are considering a resolution to warn, suspend or expel the member
- that this resolution will be considered at a directors’ meeting and the date of that meeting
- what the member is said to have done or not done
- the nature of the resolution that has been proposed
- that the member may provide an explanation to the directors, and details of how to do so, or
- in the event that the board has resolved to suspend the member on a temporary basis under clause 17.3, that the member has been suspended on a temporary basis under clause 17.3 until a final resolution has been passed.
The board may, in its absolute discretion, resolve to suspend the member to which a proposed resolution relates on a temporary basis during the period between the date on which the notice was sent to the member and the date on which a final resolution is passed.
Before the directors pass any resolution, the member must be given a chance to explain or defend themselves by:
- sending the directors a written explanation before that directors’ meeting, and/or
- speaking at the meeting.
After considering any explanation, the directors may:
- take no further action
- warn the member
- suspend the member’s rights as a member for a period of no more than 12 months
- expel the member, or
- refer the decision to an unbiased, independent person on conditions that the directors consider appropriate (however, the person can only make a decision that the directors could have made under this clause).
The directors cannot fine a member.
The secretary must give written notice to the member of the decision as soon as possible.
Disciplinary procedures must be completed as soon as reasonably practical.
There will be no liability for any loss or injury suffered by the member as a result of any decision made in good faith under this clause.
Contact Us
If you have any questions about these Terms and Conditions, please let us know via the Membership Secretary.
Membership Secretary
PO Box 1048 Hope Island QLD 4212
Email: join@aussew.org.au
