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TABLE OF CONTENTS
Rule Description
1 Name
2 General Functions of the Society
3 Interpretation
4 Definition of the Society's Duties
5 Membership
6 Register of Members
7 Council
8 Annual Election for President
9 Annual Elections for the Council
10 Election of Members of the Melanie Music Society Council
11 Proceedings of Council
12 Powers of Council
13 Administration
14 Resignation
15 Annual General Meetings
16 Special General Meetings
17 Quorum 18Chair
19 Voting
20 Proxies
21 Minutes
22 Resolutions Binding
23 Misconduct and Breaches of Rules by Associate Members
24 Irregularity of Meeting
25 Finance
26 Levies
27 Common Seal
28 Amending Rules and Making by-laws
29 Notices
30 Repeal Schedule Proxy Form
Rules of Melanie Music Society
1. NAME
1.1 The Society shall be called Melanie
Music Society.
2. GENERAL FUNCTIONS OF THE SOCIETY
2.1 The general functions of the Society
shall be:
(a) To promote the interests of Melanie devotees;
(b) To promote and encourage proper conduct among Melanie devotees;
(c) To suppress illegal, dishonourable, or improper practices by Melanie devotees;
(d) To preserve and maintain the integrity and status of Melanie devotees;
(e) To promote opportunities for the
acquisition and diffusion of Melanie related material
3. INTERPRETATION
3.1 In these Rules unless the context
otherwise requires the following expressions shall bear the following
meanings:
(a) "Annual General Meeting" means an annual general meeting of the Members of the Society referred to in Rule 14.1.
(b) "Executive Director" means the person for the time being appointed to that office by the Council under Rule 12 and includes, unless the context otherwise requires, any other person for the time being performing with the authority of the Council all or any of the duties of the Executive Director under these Rules. The Executive Director shall also hold the office of Secretary to the Society.
(c) "Member" means a person who is a member of the Society in accordance with the provisions of Rules 5.1 and 5.2, and "Members" shall have a corresponding meaning.
(d) "Recently Admitted Member" means a Member who on the date of nomination was first admitted
(e) "Term" means a period
commencing from one Annual General Meeting and terminating on
the succeeding Annual General Meeting.
3.2 The Index and Headings are used for convenience only and do not affect in any way the construction of these Rules.
4. DEFINITION OF THE SOCIETY'S DISTRICT
4.1 The District of the Society comprises
the whole earth..
5. MEMBERSHIP
5.1 Every person who is a holder of
any Melanie record shall be a Member of the Society whether or
not that person applies for membership of the Society, provided
that the Council may exempt any such person from membership of
the Society subject to any conditions which the Council may impose.
5.2 Every person who, up to the wear
and tear of that person's record, was a Member of the Society
and who remains enrolled as a devotee and continues to play her
records after the wear and tear of the said record without a further
record being issued to that person shall remain as a Member of
the Society until that person ceases to play her records.
5.3 The Society may appoint as an honorary
member of the Society without payment of fee or levy any person
who is not the holder of Melanie record, as an expression of the
esteem in which that person is held by members.. Honorary members
shall not be eligible for or remain members of the Council or
for appointment or election as an officer of the Society or to
nominate or vote for members of the Council or to vote at or requisition
meetings of the Society or to receive notice of such meetings,
nor shall honorary members be regarded as part of a quorum at
general meetings.
(a) Subject to the provisions of the Society's rules, any person claiming a significant association with the Melanie devotees through:
(i) being or having been a member of the media; or
(ii) being responsibly employed by or engaged in the practice of Disc Jockey.
shall be eligible to become an associate
member of Melanie Music Society.
5.5 No person shall be eligible to
be or remain an associate member of the Society who:
(a) ceases to be eligible according to rule 5.4;
(b) is or becomes an honorary member of the Society;
(c) is not a fit and proper person
to be an associate member of the Society.
5.6 Nominations for appointment as
an associate member shall be:
(a) made by a Member;
(b) on a form prescribed and supplied by the Society;
(c) accompanied by certified copies of the documents required by the prescribed form;
(d) verified by a statutory declaration made by the nominee;
(e) accompanied by such other information
as the Council may require.
5.7 The Council may make such inquiry
as it considers fit as to the eligibility of the nominee for membership.
5.8 Where the Council is satisfied:
(a) that the nominee is eligible accordingly to the foregoing provisions of this rule;
(b) that the nominee has a significant association with the Melanie devotees; and
(c) that such association is likely
to promote the interests of the Melanie the Council may, in its
absolute discretion, appoint the nominee to be an associate member
of the Society subject to the Society's rules. The Council shall
not be required to give any reasons if it does not appoint any
nominee as an associate member and the Council may in any case
in its absolute discretion dispense with the requirement for references.
5.9 Any person appointed as an associate
member shall become an associate member on payment of the entrance
fee (if any) and annual subscription fixed by the Council.
5.10 The Council may in its discretion
at any time revoke the appointment of any person as an associate
member of the Society.
5.11 Any associate member who fails
to pay the entrance fee (if any) or any annual subscription within
one calendar month after the due date for payment shall thereupon
cease to be an associate member of the Society unless the Council
otherwise resolves in any particular case or cases.
5.12 Associate members of the Society
shall be eligible for election or appointment to such committee,
sub-committees or sections as the Council may determine either
generally or in respect of a particular member.
5.13 Associate members of the Society
shall be entitled to receive such privileges and services from
the Society and to designate their associate membership in such
manner as the Council may from time to time determine.
5.14 In accordance with section 16(2)
of the Act associate members of the Society shall not be eligible
for appointment or election as an officer of the Society or a
member of the Council or to nominate or vote for members of the
Council or to vote at elections or to vote at or requisition meetings
of the Society or to receive notice of such meeting nor shall
associate members be regarded as part of a quorum at general meetings.
5.15 All or any of the powers and duties
of the Council under this rule may be delegated to any committee
or the Executive Director as appointed by the Council.
5.16 The Council may at any time require
all or any associate members to produce evidence of their eligibility
to retain associate membership.
6. REGISTER OF MEMBERS
6.1 The name, classification and place
of business of every Member shall be recorded by the Executive
Director and these records shall constitute and be called the
Register of Members. The Register of Members at any meeting of
the Society shall prima facie be deemed to be a correct and complete
list and classification of the Members. The Register of Members
shall be amended and corrected by the Executive Director as necessary.
6.2 A Member changing his or her e-mail
address shall forthwith notify the Executive Director of his or
her new e-mail address.
7. COUNCIL
7.1 The affairs of the Society shall
be managed by a Council consisting of a President, one Recently
Admitted Member, and two other members all of whom shall be Members
of the Society. The Council shall be elected annually and shall
hold office until the election of its successor.
7.2 At its first meeting after the
Annual General Meeting the Council shall appoint two of the councillors
as Vice-Presidents.
7.3 No councillor shall be disqualified
from being appointed as a Vice-President by reason of length of
service as a councillor class of members he or she represents
and a Vice- President may be re appointed to that position.
7.4 If any casual vacancy occurs in
the office of President, the Vice- President who has served longer
on the Council shall take the office of President. If the Vice-Presidents
have equal length of service then the casual vacancy shall be
filled by the Vice- President selected by the Council.
7.5 If any casual vacancy occurs in
the office of Vice-President the Council shall appoint a member
of the Council to fill that vacancy.
7.6 If any casual vacancy occurs in
the office of members of the Council then the Council may appoint
a Member, or hold an election on a date to be fixed by the Council
to fill that vacancy, such election to be conducted as nearly
as the circumstances may allow in the manner set out in Rule 9.
8. ANNUAL ELECTION FOR PRESIDENT
8.1 The Executive Director shall by
1 November in each year call for the nomination by Members for
the office of President. Nominations for the office of President
must be by e-mail with the consent of the nominee endorsed and
must be left with the Executive Director not later than 30 November
in that year. The nominee must be a Member who is eligible (or
subject to remaining a Council member until the next Annual General
Meeting) will be eligible, in terms of Rule 8.6, to be President
for the Term commencing from the next Annual General Meeting.
8.2 If there is more than one nomination
for the office of President then the President shall be elected
by e-mail ballot conducted in accordance with the provisions set
out in Rules 9.9, 9.10, 9.11, 9.13 and 9.14 modified to such extent
and in such manner as the Council shall determine is appropriate
or desirable.
8.3 On completion of the count the
scrutinisers shall prepare a certificate showing the number of
valid votes cast for each candidate and shall deliver such certificate
to the Executive Director who shall thereafter publish the results
of the election.
8.4 If the highest polling candidates
each receive an equal number of votes ("the tied candidates")
then a further election shall be held but the further election
shall be restricted to the tied candidates. Further elections
shall be held as necessary until one candidate receives more votes
than any other candidate. Any further election shall be conducted
in accordance with the provisions of Rule 8.2.
8.5 If the President-elect is not a
sitting Council member then he or she shall be entitled to attend
Council meetings from the time of his or her election but shall
not be entitled to vote at the Council meetings.
8.6 In order to be eligible for the
office of President a Member must at the time of taking office
have served as a Council member for at least three terms (not
necessarily consecutively).
8.7 A person shall not be entitled
to serve as President for more than three consecutive terms provided
that if a person assumes such office by reason of a vacancy occurring
in the term of the previous President then the period of office
shall be deemed to commence from the date of the next Annual General
Meeting.
8.8 The President shall take office
at the next Annual General Meeting succeeding the date of his
or her election.
9. ANNUAL ELECTIONS FOR THE COUNCIL
9.1 Nominations for all elections (other
than President) to the Council must be in writing signed by two
Members with the consent of the nominee endorsed and must be left
with the Executive Director at least fourteen clear days before
the date on which the Annual General Meeting is to be held.
9.2 No person shall be eligible for
election to the Council during the Term which immediately succeeds
eight Terms of continuous service by that person as a Council
member provided however that this provision shall not affect the
election of the President- elect and provided further that the
Council members who on July 10, 1997 were in their first or more
Term of continuous service on the Council shall be deemed as at
that date to be in their third Term of continuous service for
the purpose of this rule.
9.3 Notice of the date on which nominations
for Council close shall be embodied in or accompany the notice
of the Annual General Meeting.
9.4 If the number of nominees for any
category of Council Member equals the number of vacancies, the
person chairing the Annual General Meeting shall declare the nominees
elected.
9.5 At any annual election a Member
may be a candidate for election for any category or categories
of Council member as defined by Rule 7.1 for which he or she is
eligible.
9.6 If a person is a candidate for
more than one category of Council member then the election shall
be decided in the following order:
The area members
The Member from Lawyers in Commerce and the Public Sector
The Recently Admitted Member
Other Council Members
9.7 If a person is successful in any
election then that person shall be ineligible for any election
decided later in the order set out above.
9.8 If the number of candidates nominated
for any office is less than the number of vacancies the person
chairing the Annual General Meeting shall declare those nominated
to be elected and shall call for nominations for the remaining
vacancies. Only Members who hold a current practising certificate
at the time of the Annual General Meeting shall be eligible to
stand. If nominations exceed the vacancies a secret ballot shall
be held at the meeting.
9.9 If the number of candidates for
any office is more than the number of vacancies a postal ballot
shall be held in the following manner:
(a) The Executive Director shall within five working days after the date on which nominations close send to each Member at the address appearing in the Register of Members a voting paper containing in alphabetical order of surnames a list of all the duly nominated candidates for all offices and also directions for voting. Any Member who satisfies the Executive Director that he or she has not received or has lost or spoiled his or her voting papers shall be entitled to receive a voting paper and complete it in the required manner at any time before the closing of the ballot. The voting paper shall be delivered to the office of the Executive Director no later than 4.00 p.m. on the day preceding the Annual General Meeting at which time the ballot shall close. The voting paper shall be in form from time to time prescribed by the Council.
(b) A voting paper shall be informal in any of the following cases:
(i) If the name of the voter does not appear signed and printed legibly on the outside of the flap of the envelope.
(ii) If the voter has not at least seven days before the day on which the ballot closes paid his or her practising fees for the current year or is otherwise disqualified from voting under Rule 20 of these Rules.
(iii) If the number of candidates whose names have not been struck out is greater than the number of vacancies to be filled.
(iv) If the envelope containing the
voting paper is delivered after the closing of the ballot.
9.10 The Executive Director shall appoint
as scrutinisers no fewer than three Members who are not candidates
for office.
9.11 Between the time fixed for the
closing of the ballot and the commencement of the Annual General
Meeting the envelopes containing the voting papers shall be opened
by the Executive Director and one or more of the scrutinisers
appointed for the purpose by all the scrutinisers. They shall
determine the formality of voting papers in terms of sub-paragraphs
(i), (iii) and (iv) of paragraph 9.8(b) of this Rule. The scrutinisers
shall then count the votes recorded for each candidate. The Executive
Director shall notify the scrutinisers of the names of all Members
whose voting papers will be informal pursuant to sub-paragraph
(ii) of paragraph 9.8(b) of this Rule.
9.12 If, by reason of any equality
of votes given for two or more candidates, the election is not
complete the person chairing the Annual General Meeting shall
decide by lot in such a manner as he or she may determine which
of such candidates shall be elected and thereby complete the election.
9.13 On completion of the count the
scrutinisers shall prepare a certificate showing the number of
valid votes cast for each candidate and deliver such certificate
to the person chairing the Annual General Meeting who shall declare
the result at that meeting.
9.14 Any omission on the part of the
Executive Director to forward a voting paper to any Member entitled
to vote shall not invalidate the election.
10. ELECTION OF MEMBERS OF THE MELANIE
MUSIC SOCIETY COUNCIL
10.1 At its first meeting after the
Annual General Meeting the Council shall consider who (if anyone)
it wishes to nominate for election as members of the Council of
the Melanie Music Society representing Melanie Music Society.
10.2 The Council may resolve to nominate
not more than the number of members allocated to Melanie Music
Society under the rules for the time being of the Melanie Music
Society.
10.3 Following that meeting, the Executive
Director shall call for nominations for the Council of the Melanie
Music Society representing Melanie Music Society. In any notice
calling for nominations, the Executive Director shall advise Members
of any resolution made by the Council under Rule 10.2.
10.4 Anyone who is the subject of a
resolution under Rule 10.2 shall be deemed nominated and no further
nomination shall be required.
10.5 Any other Member may be nominated
and his or her nomination shall be accepted, provided that:
(a) it is in writing with the consent of the nominee endorsed; and
(b) it is left with the Executive Director by a time and date specified by the Council; and
(c) The nominee holds a Melanie record
at the time nominations close.
10.6 If the number of nominees equals
the number of vacancies, no e-mail ballot shall be held.
10.7 If the number of nominees is more
than the number of vacancies, a postal ballot shall be held in
accordance with the procedure set out in Rules 9.9 through 9.14,
modified to such extent and in such manner as the Council shall
determine is appropriate or desirable. The scrutinisers shall
deliver their certificate to the Executive Director who shall
thereupon declare the result. 10.8 If a casual vacancy occurs
in the membership of the Council of the Melanie Music Society
representing Melanie Music Society, the Council of Melanie Music
Society may appoint one of its number to hold office until the
first Council meeting after the next Annual General Meeting.
11. PROCEEDINGS OF COUNCIL
11.1 The Council may meet together
for the despatch of business, adjourn and otherwise regulate its
meetings as it thinks fit. The President or failing the President,
a Vice-President, or failing a Vice-President, some member elected
by the Council shall be the person chairing each meeting. Questions
arising at any meeting shall be decided by a majority of votes.
In case of any equality of votes, the person chairing the meeting
shall have a second or casting vote. The President may, or in
the President's absence a Vice-President may, and the Executive
Director on the requisition of any three members of the Council
shall at any time convene a meeting of the Council.
11.2 The quorum necessary for the transaction
of the business of the Council shall be five.
11.3 Subject to the presence of the
necessary quorum, the Council may act notwithstanding any vacancies
in its membership or that it may afterwards be discovered that
there was some defect in the election of any member of the Council
or that he or she was disqualified.
11.4 Notice of Council meetings may
be given by:
(a) e-mail sent to the e-mail member's e-mail address; or (b) fax to the member's fax number; or
(c) telephone to the member himself or herself; or
(d) any other method approved in writing
by the member.
11.5 Every notice of a meeting of a
complaints committee shall be deemed to be a notice of a Council
meeting as well and shall be given to all Council members.
11.6 Notwithstanding paragraph 11.1
of this Rule, the contemporaneous linking together by telephone
of members of the Council being not less than a quorum shall be
deemed to constitute a meeting of the Council so long as the following
conditions are met:
(a) All members of the Council shall have received notice of the meeting in accordance with clause 11.4 hereof and shall be linked by telephone for the purposes of such meeting.
(b) At the commencement of each meeting by telephone each member of the Council taking part in that meeting by telephone must be able to hear each of the other members taking part.
(c) At the commencement of the meeting by telephone each member of the Council must acknowledge his or her presence for the purpose of the meeting to each other member taking part.
(d) No member of the Council may leave
a meeting by disconnecting his or her telephone unless such member
has obtained the express approval of the person chairing the telephone
meeting. Each member present at the commencement of the meeting
shall be deemed to have formed part of the quorum at all times
during the meeting by telephone unless express approval to leave
the meeting has been given to that member.
11.7 The Council may make a decision
by signed resolution, provided that:
(a) A copy of the proposed resolution is sent to every member;
(b) At lease twelve members of the
Council approve the resolution and sign and return their copies
of the resolution to the Executive Director.
12. POWERS OF COUNCIL
12.1 The Council may buy real or personal
property or sell, lease, mortgage, exchange or otherwise dispose
of any real or personal property vested in the Society and may
exercise all such powers of the Society as are not by the Act
or by these Rules required to be exercised by the Society in general
meeting and the generality of the foregoing shall not be prejudiced
by any express power given to the Council by the Act or these
Rules or otherwise.
13. ADMINISTRATION
An Executive Director and any other
person or persons deemed necessary for the conduct of the affairs
of the Society shall from time to time be appointed or engaged
by the Council upon such terms as the Council may think fit and
they shall be paid out of the funds of the Society such remuneration
as the Council may from time to time determine.
14. RESIGNATION
Any member of the Council may resign
from the Council by written notice to the President or Executive
Director, and any associate member of the Society may with the
leave of Council resign by written notice to the President or
Executive Director.
15. ANNUAL GENERAL MEETINGS
15.1 An Annual General Meeting of the
Members shall be held each year in February or March (but not
later than the fourteenth day of March). The Council shall decide
the date and venue. All other general meetings shall be called
special general meetings.
15.2 At least fourteen clear days'
notice specifying the place and time of the Annual General Meeting
and the general nature of the business to be transacted at the
meeting shall be given to all Members.
15.3 At each Annual General Meeting
a report of the Council and financial statement and balance sheet
signed by the Society's auditors shall be submitted to Members.
The meeting shall also consider any motion by any Member of which
notice has been given in accordance with Rule 15.4. Any business
not specified in the notice calling the meeting or in any notice
of motion under Rule 15.4 may be transacted by the meeting by
leave of the person chairing the meeting unless, upon the objection
of any Member, a majority of those present at the meeting decides
that such business be not considered or transacted by the meeting.
15.4 Subject to the provisions of Rule
28, any Member desiring to move any motion at any Annual General
Meeting on any matter not covered by the notice convening the
meeting shall notify the Executive Director at least ten clear
days before the meeting. The Executive Director shall then send
a copy of the motion with the proposal's name to each Member or
when this is not practicable, shall send a summary of the motion
and shall state where the full text of the motion may be seen.
16. SPECIAL GENERAL MEETINGS
16.1 The Council may convene a special
general meeting of the Society at any time and shall give reasonable
opportunity for all Members to participate.
16.2 Upon receiving a requisition in
writing signed by at least fifteen financial Members and specifying
the objects of the meeting, the Executive Director shall convene
a special general meeting to be held not less than ten days nor
more than forty days after the Executive Director receives the
requisition. Such a requisition shall be deemed not to be signed
by a financial Member unless either the Member's signature is
legible or has the Member's name printed legibly, in addition
to the Member's signature.
16.3 Subject to the provisions of Rule
28, at least seven days notice of every special general meeting
specifying the time and place of the meeting and the general nature
of the business to be transacted at that meeting shall be given
to all Members.
16.4 No business shall be transacted
at any special general meeting other than that specified in the
notice convening the meeting.
17. QUORUM
No business shall be transacted at
any meeting unless a quorum of Members is present at the time
when the meeting proceeds to business. Five Members having the
right to vote at the meeting present in person or by link shall
constitute a quorum. If within half an hour from the time appointed
for the meeting a quorum is not present, the meeting if convened
upon the requisition of Members, shall be dissolved; in any other
case it shall stand adjourned to the same day in the next week
at the same time and place or to such other day and at such other
time and place as the Council may determine, and if at the adjourned
meeting a quorum is not present within half an hour from the time
appointed for the meeting, the Members present shall constitute
a quorum.
18. CHAIR
18.1 The President, or in the absence
of the President, a Vice- President, shall preside at every meeting
of the Society. In the absence of both the President and both
Vice-Presidents one of the members of the Council to be chosen
by the meeting shall preside and in the absence of the President,
both Vice-Presidents and all members of the Council, then some
Member to be chosen by the meeting shall preside. At every meeting
the person chairing the meeting shall have a deliberative and
casting vote.
18.2 In these Rules, a reference to
'the chair' in relation to a meeting of the Society shall be a
reference to the person chairing the meeting in accordance with
Rule 18.1.
19. VOTING
19.1 At any general meeting a resolution put to the vote of the meeting shall be decided on the voices or a show of hands (as the chair in his or her discretion prefers) unless, before or on the declaration of the result on the voices or a show of hands:
(a) a poll is demanded by at least 6 Members present in person or by proxy; or
(b) a postal ballot is demanded by
at least 15 Members present in person or by proxy.
19.2 Unless a poll or a postal ballot
is so demanded, a declaration by the chair that a resolution has
on the voices or a show of hands been carried or carried unanimously,
or by a particular majority, or lost and an entry to that effect
in the book containing the minutes of proceedings shall be conclusive
evidence of the fact without proof of the number or proportion
of the votes recorded in favour of or against the resolution.
19.3 The demand for a poll or a postal
ballot may be withdrawn.
19.4 If a poll is properly demanded,
anyone wishing to demand a postal ballot on the resolution must
make that demand at that time. The chair shall not accept a demand
for a postal ballot on the resolution at any later time. If both
a poll and a postal ballot are properly demanded, the poll shall
not take place and all discussion on the resolution shall be deferred
so that a postal ballot may take place.
19.5 If a poll is properly demanded
and a postal ballot is not, the result of the poll shall be deemed
to be the resolution of the meeting at which the poll was demanded.
19.6 If a postal ballot is properly
demanded, the Executive Director shall cause such ballot of all
Members to be conducted within 28 days. The result of the postal
ballot shall be deemed to be the resolution of the meeting at
which the postal ballot was demanded.
19.7 No Member shall be entitled to
vote on any ballot or at any meeting of the Society or to join
in a requisition for a meeting under Rule 15.2 or to join in a
demand for a poll or a postal ballot under Rule 19.1 while levy
payable by him or her to the Society is unpaid. In the case of
a postal ballot a Member shall be deemed not to have paid his
or her annual practising fees unless he or she had paid them at
least seven days before the day on which the ballot closes.
19.8 If at least 72 hours before the
time appointed for a special general meeting at least 20 Members
entitled to vote have given written notice to the Executive Director
that:
(a) they intend either to be present at the special general meeting personally or, being eligible so to do, to appoint a proxy who intends to be present at the special general meeting personally; and
(b) they intend to demand (either personally
or by proxy) a postal ballot in respect of all business due to
be put to the special general meeting, - then the Council may
elect to cancel the special general meeting and to proceed to
a postal ballot in respect of all business due to be put to the
special general meeting. If the Council does so elect, the postal
ballot shall be deemed properly demanded and the postal ballot
shall proceed in accordance with Rule 19.6
20. PROXIES
20.1 On a poll votes may be given:
(a) personally; or
(b) in the case of a distant Member,
by e-mail.
20.2 The instrument appointing a proxy
must be in the form in the Schedule hereto or a form as near thereto
as circumstances admit. A draft proxy form shall be despatched
to distant Members by the Executive Director with the notice of
meeting and shall contain the resolutions to be put to the meeting.
20.3 A proxy form to be valid must
be signed by the distant Member appointing the proxy.
20.4 A proxy must be a Member entitled
to vote in accordance with Rule 19.7.
20.5 The signed proxy form must be
received by the Society at least 48 hours before the time appointed
for the meeting at which the proxy is to be used.
20.6 The proxy form shall be deemed
to confer authority to demand or join in demanding a poll or a
postal ballot.
20.7 In this Rule, 'a distant Member'
means a Member whose office or principal office is situated outside
a circle of 30km radius, the centre of the circle being Chancery
Chambers.
21. MINUTES
Minutes shall be recorded, on computer
disk to be kept for that purpose, of the proceedings of all meetings
of the Society and of the Council.
22. RESOLUTIONS BINDING
22.1 All resolutions of the Society
shall be passed by the votes of a majority of the Members:
(a) present at a general meeting; or
(b) where a poll is demanded, present at a general meeting or represented by proxy; or
(c) where a postal ballot is demanded,
voting on such a ballot.
22.2 Such resolutions shall be binding
on all Members whether they are at the meeting or not or take
part in the postal ballot or not.
22.3 A declaration by the chair (or,
in the case of a postal ballot, the President) that a resolution
has been carried or lost, together with an entry in the minute
book of the Society, shall be conclusive evidence of the fact.
23. MISCONDUCT AND BREACHES OF RULES
BY ASSOCIATE MEMBERS
23.1 The Council may of its own motion
or on the complaint in writing of any person enquire into the
conduct of any associate member of the Society. If the Council
is of the opinion that the case requires to be answered then full
particulars of the complaint shall be furnished to the associate
member whose conduct is being enquired into or against whom the
complaint has been made not less than ten working days before
the date appointed for hearing of the complaint. The associate
member concerned may be required either to furnish an explanation
in writing to the Council or to attend the Council at the time
appointed with or without counsel and to make such explanation
as that associate member may think fit.
23.2 When on investigating a complaint
against any associate member the Council is of the opinion after
affording him or her reasonable opportunity to be heard that he
or she is guilty of conduct or misconduct, or that he or she is
not a fit and proper person to be an associate member of the Society,
then the Council may if it thinks fit but subject to the right
of appeal, do one or more of the following things:
(a) censure or suspend the associate member;
(b) revoke the member's associate membership;
(c) order the associate member to pay
to the Society such reasonable sum as the Council shall in its
discretion determine in respect of costs and expenses of and incidental
to the investigation.
24. IRREGULARITY OF MEETING
If any irregularity occurs in the convening
or holding of any general meeting or in any proceedings at or
ancillary to any such meeting, and it is not noticed and objected
to at the time, all proceedings at that meeting shall be of the
same force and validity as if no such irregularity had occurred;
but if any irregularity is noticed and objected to the meeting
shall decide whether to uphold that objection and the meeting's
decision shall be final and conclusive.
25. FINANCE
25.1 Each financial year shall close
on the 30th day of September and the Council shall cause to be
prepared as soon as convenient thereafter a full statement of
the financial transactions of the Society during the preceding
year and a full balance sheet showing the financial position of
the Society as at the 30th day of September in each year for presentation
to the Annual General Meeting.
25.2 All moneys paid to or received
by the Society shall be paid to the credit of the Society at the
bank or banks appointed by the Council. All cheques drawn on that
bank or those banks and all withdrawals from that bank or those
banks shall be signed by such persons as the Council may determine.
25.3 The Council may refund to Members
any travelling or other expenses properly incurred in attending
meetings of the Council or any committee or subcommittee of the
Society or of the Council or any meeting of the Council of the
Melanie Music Society or any committee thereof or in connection
with any other business of the Society. The Council may pay the
President:
(a) an honorarium; and/or
(b) a fixed allowance for general entertainment,
travelling and other expenses not specifically refunded to the
President pursuant to this Rule.
26. LEVIES
The Society may, by resolution carried
at any Annual General Meeting or special general meeting, impose
on Members or any class or classes of Members an annual levy to
be payable in one or more instalments at a time or times fixed
by the Society or the Council. Each such instalment shall be recoverable
as a debt due to the Society. The Society may, by similar resolution,
decide that a levy already imposed shall no longer be payable
or shall be reduced in amount. The Council shall have a discretion
to remit in whole or in part the annual levy of any Member who
may apply for remission.
27. COMMON SEAL
The common seal of the Society shall
be kept in the custody of the Executive Director, or of anyone
else the Council may appoint for the purpose. It shall not be
affixed to any document except upon a resolution of the Council
and in the presence of three members of the Council who shall
also sign the document.
28. AMENDING RULES AND MAKING BY-LAWS
28.1 These Rules may be altered or
added to at any annual or special general meeting. Notice in writing
of any proposed alteration or addition and of the terms of such
alteration or addition shall be delivered to the Executive Director
not less than forty clear days before the meeting in the case
of an Annual General Meeting and together with the requisition
for the meeting in the case of a special general meeting. Not
less than twenty-eight clear days' notice of the proposal to alter
or add to the Rules shall be given to the Members by the Executive
Director in accordance with these Rules.
28.2 The Council may make, alter, add
to or revoke any by-laws (consistent with these Rules) it considers
advisable for the management and control of any library established,
maintained or controlled by the Society and for the carrying out
of these Rules. Every Member shall observe and comply with the
by-laws. A breach or non-observance of any by-laws shall be and
be deemed to be also a breach of these Rules.
28.3 A copy of these Rules and any
amendments made to them and of any by-laws made under these Rules
shall be made available to any financial Member upon request in
writing from that Member.
29. NOTICES
A notice may be given to any Member
by or on behalf of the Society, or the Council, or Executive Director
of the Society, either personally or by sending it to that Member
to his or her usual or last known place of business. Where a notice
is sent by post, service of the notice shall be deemed to be effected
by properly addressing, prepaying and posting an envelope containing
the notice. A notice of a meeting shall be deemed to be effected
24 hours after the letter containing the notice is posted. The
accidental omission to give notice of a meeting to or the non-receipt
of notice of a meeting by any Member shall not invalidate the
proceedings at any meeting.
30. REPEAL
These Rules repeal and revoke all previously
existing Rules of the Society, provided however that all things
done, all appointments made, all by-laws enacted and all acts
of authority originated under the Rules hereby repealed or revoked
and subsisting or in force at the commencement of these Rules
shall enure for the purposes of these Rules as fully and effectively
as if they had done, made, enacted or originated under the corresponding
provisions of these Rules and accordingly shall, where necessary,
be deemed to have so been done, made, enacted or originated. The
repeal or revocation of those previously existing Rules shall
not affect the liability of any person for any offence against
or capable of being dealt with under any of the provisions thereof
or of any by-law made pursuant thereto and proceedings in respect
of any such offence may be taken, continued or completed as if
these Rules had not been adopted or made. Subject to the above,
all matters and proceedings commenced under the previous Rules
and pending or in progress at the coming into operation of these
Rules may be continued and completed under these Rules.