OF AUSTRALIA INC.
Remco Van Santen
10 Bretby Close
Carine W.A. 6020
1. Name of Association
3. Objects of Association
4. Powers of Association
5. Qualifications for Membership of Association
6. Resignation of Members of Association
7. Expulsion of Members of Association
8. Board of Management
12. Casual Vacancies in Membership of Board
13. Proceedings of Board
14. General Meetings
15. Quorum in Proceedings at General Meetings
16. Minutes of Meetings of Association
17. Voting Rights of Members of Association
18. Proxies of Members of Association
19. Rules of Association
20. Common Seal of Association
21. Inspection of Records, etc of Association
22. Distribution of Surplus Property on Winding
up of Association
RULES OF THE CHEMICAL FEDERATION
OF AUSTRALIA INC.
The name of the Association is the “Chemical
Federation of Australia Inc.”.
In these Rules unless the contrary intention
“Act” means the Association’s Incorporation
“Association” means the Association referred
to in Rule 1;
“Board Meeting” means the meeting referred to
in Rule 13.1;
“Board Member” means a person referred to in
paragraphs (a), (b), (c), (d) or (e) of Rule 8.1;
“Board” means the Board of Management of the
Association referred to in Rule 8.1;
in relation to the proceedings at a Board Meeting or a General
Meeting the person presiding at the Board Meeting or General Meeting in
accordance with Rule 9; or
(b) otherwise than in relation to the
proceedings referred to in paragraph (a) the person referred to in Rule 8.1(a)
or if that person is unable to perform his or her functions the Deputy Chairman;
“Chemicals” means substances resulting from a
chemical process in which substances are changed into different substances, as
differentiated from other kinds of changes.
“Deputy Chairman” means the person referred
to in Rule 8.1(b);
“Financial Year” has the meaning given by
Section 3(1) of the Act, a reference in that section to:-
“an incorporated association” or “the association” being
construed as a reference to the Association; and
“the committee” being construed as a reference to the Board;
“General Meeting” means a meeting convened
under Rule 14;
“Member” means member of the Association;
“Ordinary Resolution” means a resolution
other than a special resolution;
“Secretary” means the Secretary referred to
in Rule 8.1(c);
“Special Resolution” has the meaning given by
Section 24 of the Act;
“Treasurer” means the Treasurer referred to
in Rule 8.1(d).
The objects of the Association are to advance
enterprise involving chemicals in particular promoting opportunities, technologies,
excellence and innovations in Australia to assist linking industry,
institutions and government:
to promote public awareness, consultation and debate on issues
relevant to the chemicals and their application.
to promote cooperation, education and discussion concerning
and involving chemicals in Australia to promote excellence, innovation,
entrepreneurship skills, pioneering, research and activities of value to the
community in relation to the use and understanding of chemicals;
to promote the advancement of management, administration,
technology and marketing in all branches of the chemical and related enterprise
by the dissemination and application of knowledge gained from experience,
experiment, education and research;
to promote study and discussion of procedures, practices and
processes in the Australian chemical industry and any related enterprise with a
view to their improvement for the benefit of the Australian community;
to work in conjunction with other organisations to achieve all
of the objects of the Association.
The property and income of the Association shall be applied
solely towards the promotion of the objects of the Association and no part of
that property or income may be paid or otherwise distributed, directly or
indirectly to members except in good faith in the promotion of the objects.
The powers conferred on the Association by Section 13 of the
Act are subject to the following additions, exclusions and modifications:
acquire, hold, deal with and dispose of any real or personal
open and operate bank accounts;
invest its money:-
in any security in which trusts may be invested; or
in any other manner authorised by the Rules of the
borrow money on such terms and conditions as the Association
give such security for the discharge of liabilities incurred
by the Association as it thinks fit;
appoint agents to transact any business with the Association
on its behalf; and
enter into any other contract it considers necessary or
to undertake and execute any trust that may be lawfully
undertaken by the Association and collect, receive and hold subscriptions,
gifts, donations, legacies and bequests or real or personal property and apply
such monies in furtherance of the objects of the Association or any of them
generally or as may be directed by the donors;
to purchase, take on, lease or in exchange, hire or otherwise
acquire any land, buildings, rooms, easements and other interests in real
estate, goods, chattels and other property for the purpose of the Association;
to make such by-laws as the Association may deem fit and from
time to time rescind or vary such by-laws and make others in their stead;
to do all acts and things that may be necessary for procuring
that the Association be registered, incorporated or legally recognised in any
of the States or Territories of the Commonwealth of Australia;
to do all other lawful things as may appear to be incidental
or conducive to the attainment of the objects and the exercise of the powers of
The income and property of the Association whence so ever
derived shall be applied solely towards the promotion of the objects of the
Association as set forth in these Rules and it shall be improper for any
portion therefore to be paid or transferred directly or indirectly by way of
profit to any person whether a Member of the Association or not and any monies
paid in contravention of this limitation shall be recoverable at law by the
Association; provided that nothing herein contained shall prevent the payment
in good faith or remuneration to any person whether a Member of the Association
or not for services rendered in connection with any professional work or other
work, advice or service or of any remuneration to any officers or servants of
the Association nor prevent the payment of any interest at a rate not exceeding
the current overdraft interest rate of the Commonwealth Trading Bank or its
successors on money lent by any Member of the Association or of reason and
proper rent for premises demised or let by any Member of the Association.
Membership is available to individuals and corporations.
Individuals: members, or those eligible for
membership, of the Supported Institutions.
Corporations: that employ persons being members
or eligible for membership of the Supported Institutions.
Employees of corporations that are members of the
Supported Institutions are Associate Members of CFA but shall have no right to
Membership of the Association is open to any person
that is a member of, or eligible for membership of:
Australian Institute of Mining and Metallurgy;
Australian Institute of Petroleum;
Australian Chemicals Specialities Manufacturers Association;
Australian Gas Association;
Australian Paint Manufacturers Federation;
Australian Petroleum Production and Exploration Association;
Australian Pharmaceuticals Manufacturers Association;
Institution of Chemical Engineers in Australia;
Institution of Engineers Australia;
Plastics & Chemical Industries Association;
Surface & Coatings Association of Australia;
The Royal Australian Chemical Institute;
Cosmetic, Toiletry and Fragrance Association of Australia; or
any other body or association that the Board may from time to
time agree shall be admitted as a Supported Association.
A person who wishes to become a member shall:
apply for membership of the Board in writing –
signed by that person and by both of the members referred to
in paragraph (b); and
in such form as the Board from time to time directs; and
be proposed by one member and seconded by another member.
The Board members shall consider each application
made under sub-rule(a) at a Board Meeting and shall at the Board Meeting or a
subsequent Board Meeting accept or reject that application.
Register of Members of Association
The Secretary shall on behalf of the Association keep and
maintain the register of members in accordance with Section 27 of the Act and
that register shall be so kept and maintained at his or her place of residence.
The Secretary shall cause the name of a person who dies or who
ceases to be a member under Rule 6.1, 7.3 or 5.6 to be deleted from the
register of members referred to in Rule 5.4(a).
Subscriptions of Members of Association
The members shall from time to time at a General Meeting
determine the amount of the subscription to be paid by each member.
Each member shall pay to the Treasurer, annually on or before
1 July or such other date as the Board from time to time determines, the amount
of the subscription determined under Rule 5.5(a).
Subject to Rule 5.5, a member whose subscription is not paid
within 3 months after the relevant date fixed by or under Rule 5.5(b) ceased on
the expiry of that period to be a member, unless the Board decides otherwise.
A member is a financial member for the purposes of these rules
if his or her subscription is paid on or before the relevant date fixed by or
under rule 5.5(b) or within 3 months thereafter.
A member who delivers notice in writing of his or her
resignation from the Association to the Secretary or another Board member
ceased on that delivery to be a member.
A person who ceases to be a member under rule 6.1 remains
liable to pay to the Association the amount of any subscription due and payable
by that person to the Association but unpaid at the date of that cessation.
If the Board considers that a member should be expelled from
membership of the Association because of his or her conduct detrimental to the
interests of the Association, the Board shall communicate, either orally or in
writing, to the member –
notice of the proposed expulsion and of the time, date and
place of the Board Meeting at which the question of that expulsion will be
particulars of that conduct,
not less than 30 days before the date of the Board
Meeting referred to in paragraph (a).
At the Board Meeting referred to in a notice communicated
under rule 7.1, the Board may, having afforded the member concerned a
reasonable opportunity to be heard by, or to make representations in writing
to, the Board, expel or decline to expel that member from membership of the
Association and shall, forthwith after deciding whether or not so to expel that
member, communicate that decision in writing to that member.
Subject to rule 7.5, a member who is expelled under rule 7.2
from membership of the Association ceased to be a member 14 days after the day
on which the decision so to expel him or her is communicated to him or her
under Rule 7.2.
A member who is expelled under Rule 7.2 from membership of the
Association shall, if he or she wishes to appeal against that expulsion, give
notice to the Secretary of his or her intention to do so within the period of
14 days referred to in Rule 7.3.
When notice is given under Rule 7.4 –
the Association in a General Meeting may, after having
afforded the member who gave that notice a reasonable opportunity to be heard
by, or to make representations in writing to, the Association in the General
Meeting, confirm or set aside the decision of the Board to expel that member;
the member who gave that notice does not cease to be a member
unless and until the decision of the Board to expel him or her is confirmed
under this sub-rule.
The affairs of the Association shall be managed exclusively by
a Board of Management consisting of –
a Deputy Chairman;
a Treasurer; and
one or more persons as the Board determines to allow an odd
number of members, all of whom shall be members of the Association and elected
to membership of that Board at an annual General Meeting or appointed under
At the commencement of the first annual General Meeting to be
held after the incorporation of the Association under the Act there shall be
the election for each of the Board positions as set out above.
Under Rule 8.2 the Chairman shall be elected for a two year
term as a Board Member, as shall the Deputy Chairman, Treasurer and Secretary. The other three Board Members shall be
elected for a one year term.
At the commencement of each successive annual General Meeting
after the annual General Meeting referred to in Rule 8.2, those Board members
who have served for longer periods than the other Board members shall cease to
be Board members, but shall be eligible for re-election to membership of the Board.
Subject to Rule 8.6, a person is not eligible for election to
membership of the Board unless a member has nominated him for election by
delivering notice in writing of that nomination, signed by –
the nominator; and
the nominee to signify his or her willingness to stand for
election, to the Secretary not less than 28 days before the day on which the
annual General Meeting concerned is to be held.
Rules 8.5 and 8.10 do not apply to or in relation to a person
who is eligible for re-election under Rule 8.4.
A person who is eligible for election or re-election under
this rule may at the annual General Meeting concerned –
propose or second himself or herself for election or
vote for himself or herself.
The Secretary shall ensure that notice of all persons seeking
election to membership of the Board is given to all members when notice is
given to those members of the calling of the annual General Meeting at which
that election is to be held.
If the number of persons nominated for election to membership
of the Board does not exceed the number of vacancies in that membership to be
the Secretary shall report accordingly to; and
the Chairman shall declare those persons to be duly elected as
members of the Board at, the annual General Meeting concerned.
When a casual vacancy within the meaning of rule 14 occurs in
the membership of the Board –
the Board may appoint a member to fill that vacancy; and
a member appointed under this sub-rule shall –
hold office until the commencement of; and
be eligible for election to membership of the Board at the
next following annual General Meeting.
Subject to this rule, the Chairman shall preside at all
General Meetings and Board Meetings.
In the event of the absence from –
a General Meeting of –
the Chairman, the Deputy Chairman; or
both the Chairman and the Deputy Chairman, a Board member
elected by the other members present at the General Meeting;
a Board Meeting of –
the Chairman, the Deputy Chairman; or
both the Chairman and Deputy Chairman, a Board member elected
by the other Board members present,
shall preside at the General Meeting or Board
Meeting, as the case requires.
The Secretary shall –
co-ordinate the correspondence of the Association;
keep full and correct minutes of the proceedings of the Board
and of the Association;
comply on behalf of the Association with –
Section 27 of the Act in respect of the register of members of
Section 28 of the Act in respect of the rules of the
Section 29 of the Act in respect of the record of the
officeholders, and ay trustees, of the Association;
have custody of all books, documents, records and registers of
the Association other than those required by rule 11 to be kept and maintained
by, or in the custody of, the Treasurer; and
perform such other duties as are imposed by these rules on the
The Treasurer shall –
be responsible for the receipt of all moneys paid to or
received by, or by him on behalf of, the Association and shall issue receipts
for those moneys in the name of the Association;
pay all moneys referred to in paragraph (a) into such account
or accounts of the Association as the Board may from time to time direct;
make payments from the funds of the Association with the
authority of a General Meeting or of the board and in so doing ensure that all
cheques are signed by two Board members other than himself or herself,
comply on behalf of the Association with Sections 25 and 26 of
the Act in respect of the accounting records of the Association.
whenever directed to do so by the Chairman, submit to the
Board a report, balance sheet or financial statement in accordance with that
have custody of all securities, books and documents of a
financial nature and accounting records of the Association, including those
referred to in paragraphs (d) and (e); and
perform such other duties as are imposed by these rules on the
A casual vacancy occurs in the office of a Board member and
that office becomes vacant if the Board member –
resigns by notice in writing delivered to the Chairman or, if
the Board member is the Chairman, to the Deputy Chairman;
is convicted of an offence under the Act;
is permanently incapacitated by mental or physical ill-health;
is absent from more than –
3 consecutive Board Meetings; or
3 Board Meetings in the same financial year, of which he or
she has received notice without tendering an apology to the person presiding at
each of those Board Meetings; or
ceases to be a member of the Association.
The Board shall meet together for the dispatch of business not
less than once per three months and the Chairman may at any time convene a
meeting of the Board.
Each Board member, excluding the person presiding, has a
A question arising at a Board Meeting shall be decided by a
majority of votes but, if there is an equality of votes, the person presiding
at that Meeting shall have a casting vote.
At a Board Meeting five Board members constitute a quorum.
Subject to these rules, the procedure and order of business to
be followed at a Board Meeting shall be determined by the Board members present
at the Board Meeting.
A Board member having any direct or indirect pecuniary
interest referred to in Sections 21 or 22 of the Act shall comply with that
The Board –
may at any time convene a special General Meeting;
shall convene annual General Meetings within the time limits
provided for the holding of annual General Meetings by Section 23 of the Act;
shall, within 30 days of –
receiving a request in writing to do so from not less than 5
members, convene a special General Meeting for the purpose specified in that
the Secretary receiving a notice under Rule 7.4, convene a
special General Meeting for the purpose of dealing with the appeal to which
that notice relates.
The members making a request referred to in Rule 14.1(c)(i)
state in that request the purpose for which the special
General Meeting concerned is required; and
sign that request.
If a special General Meeting is not convened within the
relevant period of 30 days referred to –
in sub-rule 14.1(c)(i), the members who made the request
concerned may themselves convene a special General Meeting as if they were the
in sub-rule 14.1(c)(ii), the member who gave the notice
concerned may himself convene a special General Meeting as if he or she were
When a special General Meeting is convened under sub-rule
14.3(a) or (b) –
the Board shall ensure that the members or member convening
the special General Meeting are supplied free of charge with particulars of all
the Association shall pay the reasonable expenses of convening
and holding the special General Meeting.
Subject to Rule 14.8, the Secretary shall give to all members
not less than 14 days notice of a General Meeting and of any motions to be moved
at the General Meeting.
A notice given under Rule 14.5 shall specify –
when and where the General Meeting concerned is to be held;
particulars of the business to be transacted at the General
Meeting concerned and of the order in which that business is to be transacted.
In the case of an annual General Meeting, the order in which
business is to be transacted is –
first, the consideration of the accounts and reports of the
second, the election of Board members to replace outgoing
Board members; and
third, any other business requiring consideration by the
Association in a General Meeting.
The Secretary shall give to all members not less than 21 days
notice of a General Meeting at which a special resolution is to be proposed and
of any other motions to be moved at that General Meeting.
The Secretary may give a notice under Rule 14.5 or 14.8 by –
serving it on a member personally; or
sending it by post or e-mail to a member at the address of the
member appearing in the register of members kept and maintained under Section
27 of the Act.
When a notice is sent by post under Rule 14.9(b), sending of
the notice shall be deemed to be properly effected if the notice is
sufficiently addressed and posted or sent by e-mail to the member concerned by
ordinary prepaid mail.
At a General Meeting ten members present in person or by proxy
constitute a quorum.
If within 30 minutes after the time specified for the holding
of a General Meeting in a notice given under Rule 14.5 or 14.8 –
as a result of a request or notice referred to in Rule 14.1(c)
or as a result of action taken under Rule 14.3, a quorum is not present, the
General Meeting lapses; or
otherwise than as a result of a request, notice or action
referred to in paragraph (a), the General Meeting stands adjourned to the same
time on the same day in the following week and to the same venue.
If within 30 minutes of the time appointed by Rule 15.2(b) for
the resumption of an adjourned General Meeting a quorum is not present, the
members who are present in person or by proxy may nevertheless proceed with the
business of that General Meeting as if a quorum were present.
The Chairman may, with the consent of a General Meeting at
which a quorum is present, and shall, if so directed by such a General Meeting,
adjourn that General Meeting from time to time and from place to place.
There shall not be transacted at an adjourned General Meeting
any business other than business left unfinished or on the agenda at the time
when the General Meeting was adjourned.
When a General Meeting is adjourned for a period of 30 days or
more, the Secretary shall give notice under rule 16 of the adjourned General
Meeting as if that General Meeting were a fresh General Meeting.
At a General Meeting –
an ordinary resolution put to the vote shall be decided by a
majority of votes cast on a show of hands; and
a special resolution put to the vote shall be decided in
accordance with Section 24 of the Act.
A declaration by the Chairman at a General Meeting that a
resolution has been passed as an ordinary resolution thereat shall be evidence
of that fact unless, during the General Meeting at which the resolution is
submitted, a poll is demanded in accordance with Rule 15.9.
At a General Meeting, a poll may be demanded by the Chairman
at the General Meeting or by three or more members present in person or by
proxy and, if so demanded, shall be taken in such manner as the Chairman
If a poll is demanded and taken under Rule 15.9 in respect of
an ordinary resolution, a declaration by the Chairman of the result of the poll
is evidence of the matter so declared.
A poll demanded under Rule 15.9 on the election of a person to
preside over a General Meeting or on the question of an adjournment shall be
taken forthwith on that demand being made.
The Secretary shall cause proper minutes of all proceedings of
all General Meetings and Board Meetings to be taken and then to be entered
within 30 days after the holding of each General Meeting or Board Meeting, as
the case requires, in a minute book kept for that purpose.
The Chairman shall ensure that the minutes taken of a General
Meeting or Board Meeting under Rule 16.1 are checked and signed as correct by
the Chairman of the General Meeting or Board Meeting to which those minutes
relate or of the next succeeding General Meeting or Board Meeting, as the case
When minutes have been entered and signed as correct under
this rule, they shall, until the contrary is provided, be evidence that –
the General Meeting or Board Meeting to which they relate (in
this sub-rule called “the meeting”) was duly convened and held;
all proceedings recorded as having taken place at the meeting
did in fact take place thereat; and
all appointments or elections purporting to have been made at
the meeting have been validly made.
Subject to these rules, each member present in person or by
proxy at a General Meeting is entitled to a deliberative vote.
A member which is a body corporate may appoint in writing a
natural person, whether or not he or she is a member, to represent it at a
particular General Meeting or at all General Meetings.
An appointment made under Rule 17.2 shall be so made by a
resolution of the Board or other governing body of the body corporate concerned
which resolution is authenticated under the common seal of
that body corporate; and
a copy of which resolution is lodged with the Secretary.
A person appointed under Rule 17.2 to represent a member which
is a body corporate shall be deemed for all purposes to be a member until that
appointment is revoked by the body corporate or, in the case of an appointment
in respect of a particular General Meeting, which appointment is not so
revoked, the conclusion of that General Meeting.
A member (in this rule called “the appointing member”) may
appoint in writing another member who is a natural person to be the proxy of
the appointing member and to attend, and vote on behalf of the appointing
member at, any General Meeting.
The Association may alter or rescind these rules, or make
rules additional to those rules, in accordance with the procedure set out in
Sections 17, 18 and 19 of the Act.
These rules bind every member and the Association to the same
extent as if every member and the Association had signed and sealed these rules
and agreed to be bound by all their provisions.
The Association shall have a common seal on which its
corporate name shall appear in legible characters.
The common seal of the Association shall not be used without
the express authority of the Board and every use of that common seal shall be
recorded in the minute book referred to in Rule 16.
The affixing of the common seal of the Association shall be
witnessed by any two of the Chairman, the Secretary and the Treasurer.
The common seal of the Association shall be kept in the
custody of the Secretary or of such other person as the Board from time to time
A member may at any reasonable time inspect without charge the
books, documents, records and securities of the Association.
If upon the winding up or dissolution of the Association there
remains after satisfaction of all its debts and liabilities any property
whatsoever, the same shall not be paid to or distributed among the members but
shall be given or transferred –
to another association incorporated under the Act; or
for charitable purposes
which incorporated association or purposes, as the
case requires shall be determined by the resolution of the members when
authorising and directing the Board under Section 33(3) of the Act to prepare a
distribution plan of the surplus property of the Association.
In the event of the winding up or dissolution of the
Association, the Commissioner of Taxation shall be advised of the date of
dissolution within 30 days of the dissolution.