this 1984 act is no longer in effect, as it has been superceded by the Associations Act 2009.
The notes on the Association Act
see under Brain/CAcertInc/AssociationRules ... hmmm where did this come from?
The 1984 Act
Some old notes on the NSW Associations Act 1084. For some historical understanding of CAcert Inc, look (old) Associations Incorporation Act 1984 No 143 (last updated on the 4th of December 2006).
Preamble
The legislation that covered incorporated associations in Australia NSW until 2010 was pretty straight forward and easy to read. It was called the Associations Incorporation Act 1984, and you can find it here.
- What follows here is some interpretation of this law, an attempt to highlight issues and to show where to look for if you want to know more. By no means is this summary any law or rules over the CAcert Inc, the Association that manages the assets of the Community.
- The compact information highlights some aspects of the Associations Incorporation Act 1984 No 143 (latest changes on 4th of December 2006). There are penalty (max) definitions (for each association committee member) for each rule, in case the rule is not obeyed, usually only for committee members. A conclusion is that the committee (board) of the association is the grip for the Director-General of NSW on the association. The Public Officer is the most important committee member for the outside world!
Notes
Part 1 Preliminary: merely definitions (officers, Public Officer, members).
Part 2 Incorporation
7: There is a minimum amount of members for an association: 5
8: Initially there should be at least 2 association members in the committee (board). The association should have a name (add .Inc), principal address in NSW.
11: Rules of incorporation association (should comply with model for Rules; they bind all members)
16: Liability: members and/or officers of the association are not liable to payments of debts, liabilities of Inc., costs, charges and expenses for winding up of the association, have no rights on properties of the Inc.
19: Object and rules (see Rules of Association separate document).
20: Alteration of objects and rules (within 1 month lodged with General-Director by Public Officer)
21: There is a register of the members of the committee (name, date of entrance, address) kept on residential address of the Public Officer.
22: Public Officer: Original a person who did the association application. Change of Public Officer withing 14 days noticed to Director-General in NSW. Within 14 days vacancy of Public Officer to be filled (if not, each committee member gets a penalty). Public Officer must be residential in NSW (and of course healthy, and economically OK).
26: AGM: each year before July an AGM (General Director may extent this requirement. Agenda: income/expenditure, assets and liabilities, anything which affects properties of the association last financial year.
27: Within one month after each AGM lodge the financial year report with Director-General. 28 Keeping of proper accounts and minutes of committee meetings and general meetings.
Part 5 Contracts, debts of the association
29: Any person acting under express or implicit authority of the association may enter, change or discharge a contract in the name of the association. This is binding for the association. Even if the person is direct or indirect interest in the contract. Public Officer may authenticate.
30: The association may by writing appoint an Agent for limited or unlimited time frame to execute deeds on behalf of the association.
38: Any person of the committee at the time a debt is occurred is liable to max 50 penalty units (or max 1 year prison) unless proved to be without express or implied authority or consent and knowing that the association would not be able to pay.
Part 6 Insurance
44: requirement to insure against liability of the association
45: unless each member of the association is liable to contribute in winding up the association to an amount not less than the amount of the coverage required (???)
Part 7 Amalgamation of association and transfers of incorporation
Part 8 Winding up and cancellation of incorporation
50: Voluntary winding up by resolution
51: Winding up by court (due to debts, activities not in line with the goal of the association, pecuniary gain for members, by opinion of court).
53: Surplus not distributed to any members, disruption in accordance with special resolution of the association.
54: By Director-General e.g. clearly not operational, clearly for profit of its members, fraud etc, no AGM (and rules for that) in 3 years.
55: Operational rules for vesting of property after cancellation of incorporation.
56: Association may register as company or co-operative under certain restrictions.
Part 9 Miscellaneous
59: Register by Director-General (copy certificate, inspection of registration, reproduction of documents lodged).
60: Constructive notice (association privacy is kept).
61: In compliance with rules and authority of Public Officer.
62: Evidentially provision (certificate statements of Director-General).
63: Service of Documents (how to address the association formally: to address of Public Officer, minimal 2 members of committee, or by direction of Director-General).
64: Documents to Director-General are not lodged until fee is paid to GD.
65: Powers of General-Director (refuse documents e.g. if they are contrary to law, omissions, errors, etc.). General-Director may require error correction, completion or supplementary information.
66: Association may not (also not as trustee): trade, secure pecuniary gain for members. 67: production and inspection (by General-Director) of records
68: False or misleading statements (in lodged documents).
69: Offense of using certain names (with .Inc attached).
70: Offences by officers etc.
71: Proceedings for offenses.
72: Appeals from decisions of Director-General.
73: Regulations.
Schedule 1
Matters to be provided for in rules of an association and in model rules: see Rules for associations incorporated: http://www.cacert.org/docs/CAcert_Rules.pdf
Schedule 1
Matters to be provided for in rules of an association and in model rules: see Rules for associations incorporated: http://www.cacert.org/docs/CAcert_Rules.pdf
The Notes on the CAcert By-Laws
Besides the law for Associations Incorporation Act 1984 No 143 there is a model for the operational Rules for associations under the Association Incorporation Act, 1984. These Rules you can find here. The Rules are basically all taken from the standard model. Note the extra rule about member conflict of interest situations (involvement with other Certificate Authorities is not permitted).
What follows is an short and incomplete description of the formal 19 page Rule set. The following are only notes taken by reading the official information and maybe useful (or misleading) for others.
Part 1. Preliminary
Definitions for Director-General, members, secretary, special general meeting, ...
Part 2 Membership
2: Natural persons can qualify for membership: nominated by 2 members (proposer and secunder by e.g. signed email; there is a form for this).
3: Members are lodged by the secretary. Nominee may not be direct or indirect employee or contracted to a Certificate Authority. Committee may reject a nomination. Committee acknowledges the nomination with e.g. a signed email. Fee must be paid within 28 days.
4: End of membership: of course in the natural way or by expulsion.
5: Membership cannot be transferred to other persons.
6: Committee may decide upon conflict of interest situations (no direct or indirect involvement with Certificate Authority). Members are required to lodge conflict of interest situations immediately.
7: Resignation of membership e.g. by signed email (pay all fees up!). Your membership will be ceased if you do not pay fees for three years.
8: Register of members: maintained by Public Officer (name and addresses, entrance date), is open for inspection free of charge by any member (copies or parts thereof costs a fee of 2.50 US$).
9: Annual fee is 10 US$ to be paid before 1st of July each year (special arrangements for new members after 1st of July?).
10: Liability: limited to unpaid (if any) fee.
11: Internal disputes go to community justice center for mediation.
12: Disciplining of members: refused to comply with rules, against interest of association, go via committee (expulsion, suspension for a period of time).
13: Right of appeal via general meeting: special resolution.
Part 3 Committee
14: Board is called Committee of Management: control, management of affairs, all functions to be exercised for the association and has power to act upon.
15: Constitution and membership: office-bearers (president,vice-president, treasurer, secretary) and 3 ordinary members, all elected at AGM. All hold office until next AGM (maybe re-elected). Committee may appoint a member to fill vacancy until next AGM.
16: Election: nominations by 2 members of association and signed email of nominee. Delivered to secretary minimal 7 days before AGM. Insufficient or just sufficient nominations: all nominated candidates are taken elected. Committee decides on ballot if election is needed.
17: Secretary: lodge address. Duties: minutes of appointments, names of members present at meetings, proceedings and minutes of meetings.
18: Treasurer: Duties: keeping books and accounts, collection of fees.
19: Casual vacancies: natural and economic causes (of course), end of membership, remove from office resignation with e.g. signed email to secretary, and is absent from all meetings within 6 months period.
20: Removal of a member: General Meeting resolution (note procedures).
21: Meetings and quorum: Committee meets at least 3 times per year; convened by president or any committee member, notice with agenda at least 48 hours before the meeting by the secretary; at least 3 members need to be present at least 30 minutes from meeting start time. Differs to this only if unanimously.
22: Delegation by committee to sub-committee: in signed writing to sub-committee (may have ordinary members). Need good description of what it is about and limitations. Committee may revoke decisions taken by sub-committee.
23: Voting and decisions: majority of vote of members of (sub-)committee in the meeting. Presiding member may decide on equality of votes. Votes may be done via internet.
Part 4: General Meeting
24: AGM within 6 months after expiration of financial year.
25: Committee decides upon date and time; agenda: minutes last meeting, (committee(s)) report of activities during last period, election committee members, financial report (income/expenditure, assets, etc).
26: Special General Meeting: by order of committee or requisition of members (within 1 month called), at least 5% of members by e.g. signed email, request needs to have: purpose of meeting, signed by members making the requisition, lodged with secretary, documents signed by members making the requisite (note time escape for fault meeting and expenses reimbursement).
27: Notice at least 14 days, 21 days for meeting with a special resolution by secretary. Members can send e.g. signed email to bring any other business to the secretary for a general meeting for inclusion in the upcoming notice of a meeting.
28: Procedure: quorum (at least 5 members) needs to be present at least 30 minutes after official start time (else next week another meeting with quorum of at least 3 members).
29: Presiding member: president or vice-president (or if vacant: elect a chair).
30: Adjournment may be done by majority of members present. If more then 14 days, secretary gives notice.
31: Making decisions: show of hands or by poll. Declaration by the chair. General meeting poll may be demanded by chair, or at least 3 members present or by proxy. The resolution of the poll is taken to be a resolution of that meeting.
32: Special resolution: majority of 3/4 of members in person or by proxy or by secure online methods (notice at least 21 days before the meeting) Director-General may decide differently on this.
33: Voting: on any question raised at meeting, voting by any present member/proxy (no more as 5 proxies per present member), decision by majority (on equal vote chair decides), voting right only when all fees are paid up.
34: Appointment of proxy: appointment at least 24 hours before start meeting to secretary, there is a form for proxy appointments 35: Insurance: the association may do that.
36: Funds-source: entrance fees, yearly fees, donations and subeject to AGM from other sources.
37: Funds-management: subjected to AGM, all payments signed by at least 2 members of committee or authorized persons.
38: Alteration of objects and rules: only via special resolution.
39: Common seal: in the custody of Public Officer
40: Custody of books: with Public Officer