2.1

In these rules:

2.1.1

“Absolute Majority” means a majority of the votes of all Directors entitled to vote at the time, whether or not those Board members are present, and whether or not they vote

2.1.2

“ACNC Act” means the Australian Charities and Not-for-profits Commission Act 2012 (Cth)

2.1.3

“Act” means the Associations Incorporation Reform Act 2012 (Vic);

2.1.4

“Annual Subscription” means the annual amount determined by the Board in accordance with Rule 9.1.

2.1.5

“Board” means the board of management of the Association;

2.1.6

“By-Law” means any by-law made under Rule 30;

2.1.7

“Chairperson” means the person appointed by the Board under Rule 19.1 as chairperson (if someone has been appointed)

2.1.8

“Code of Conduct” means any By-Laws that may from time to time be made or given by the Board concerning the conduct and behaviour of Members and/or Directors, with a view to promoting sound practice and preventing illegal or dishonourable practices and any other acts the Board thinks fit;

2.1.9

“Commissioner” means:

(a)      the Commissioner of Taxation, a Second Commissioner of Taxation or a Deputy Commissioner of Taxation for the purposes of the Income Tax Assessment Act 1997 (Cth), if that Commissioner has responsibility for the tax or charitable status of the Association; or

(b)      the Commissioner of the Australian Charities and Not-for-Profits Commission, if that Commissioner has responsibility for the tax or charitable status of the Association

2.1.10

“Director” means a member of the Board;

2.1.11

“Employee” includes:

(a)      any person who is a current employee of the Association; and

(b)      any person who was an employee of the Association in the preceding two years

but excludes any person who solely by reason of their position on the Board is deemed to be an employee of the Association (if that is the case);

2.1.12

“Entrance Fee” means the amount determined by the Board in accordance with Rule 9.1 (if any);

2.1.13

“Gift Fund” means a fund created in accordance with Rule 36.2.2 and/or prescribed by the Commissioner;

2.1.14

“Honorary Treasurer” means the person appointed by the Board under Rule 19.1 as honorary treasurer (if someone has been appointed);

2.1.15

“Liability” includes costs, charges, losses, damages, expenses and penalties;

2.1.16

“Member” means a member of the Association and “Membership” has a corresponding meaning;

2.1.17

“Objects” means the objects contained in Rule 3;

2.1.18

“Office” means the registered office for the time being of the Association;

“Officer” has the meaning given to the term “Office Holder” in the Act;

2.1.19

“Proceedings”  means any proceedings, whether civil or criminal, being proceedings in which it is alleged that the person has done or omitted to do some act, matter or thing in his or her capacity as such an Officer, or in the course of acting in connection with the affairs of the Association, or otherwise arising out of the Officer’s holding such office (including proceedings alleging that he or she was guilty of negligence, default, breach of trust, or breach of duty in relation to the Association);

2.1.20

“Rules” means the rules of the Association for the time being in force;

2.1.21

“Secretary” means:

(a)      where a person is appointed to the paid office of Chief Executive Officer, Finance Manager or Administrative Officer (however styled), that person;

(b)      if there is no person appointed to a position described in Rule 2.1.21(a), where a person holds office under these Rules as Secretary of the Board, to that person; and

(c)      in any other case, to the person appointed by the Board to act as the Secretary of the Association.

2.1.22

“Special Resolution” has the meaning given to that term in the Act;

2.1.23

“Specified Majority” means a majority of at least 66% of the votes of all members of the Board entitled to vote at the time, whether or not those Board members are present, and whether or not they vote;

2.1.24

“To the Relevant Extent” means:

(a)      to the extent the Association is not precluded by law from doing so;

(b)      to the extent that a Liability:

(1)      is not a Liability of the Officer to the Association;

(2)      does not arise out of conduct involving a lack of good faith;

(3)      is not a Liability for costs and expenses incurred by the Officer in defending civil or criminal proceedings in which judgement is given against the Officer or in which the Officer is not acquitted; or

(4)      is not a Liability for costs and expenses incurred by the Officer in connection with an unsuccessful application for relief under the Act, in connection with proceedings referred to in Rule 2.1.24(b) 3.; and/or

(c)      to the extent, and for the amount that the Officer is not otherwise entitled, to be indemnified and is not otherwise actually indemnified; and

2.1.25

“Vice Chairperson” means the person appointed by the Board under Rule 19.1 as vice chairperson (if someone has been appointed).

2.2

Unless the contrary intention appears in the Rules:

2.2.1

words importing the singular include the plural, and words importing the plural include the singular;

2.2.2

a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; and

2.2.3

where a word or phrase is defined in the Rules the word or phrase has the same meaning throughout the Rules

2.3

In the Rules headings and boldings are for convenience only and do not affect its interpretation.