Rules of Star Chorale Incorporated
How to Join Us
The name of the incorporated association is “Star Chorale Incorporated”.
The purposes of the association are—
- To promote a high standard of choral music;
- To maintain a choir or choirs;
- To present choral or other music to the public, whether by means of live performances, the sale of recordings or otherwise;
- To foster a musical connection within the wider community associated with Methodist Ladies’ College ACN 003 036 979;
- To honour the traditions of the Star Chorale, a choir formed by the amalgamation of the MLC Old Collegians’ Club Choir and the MLC Male Voice Choir, both founded under the vision, leadership, guidance and baton of Jane Elton Brown OAM (the Director of Music of Methodist Ladies’ College for many years).
The financial year of the Association is each period of 12 months ending on 31 December.
In these Rules—
absolute majority, of the Committee, means a majority of the Committee members currently holding office and entitled to vote at the time (as distinct from a majority of Committee members present at a Committee meeting);
Chairperson, of a general meeting or Committee meeting, means the person chairing the meeting as required under rule 46;
Committee means the Committee having management of the business of the Association;
Committee meeting means a meeting of the Committee held in accordance with these Rules;
Committee member means a member of the Committee elected or appointed under Division 3 of Part 5;
disciplinary appeal meeting means a meeting of the members of the Association convened under rule 23(3);
disciplinary meeting means a meeting of the Committee convened for the purposes of rule 22;
disciplinary subcommittee means the subcommittee appointed under rule 20;
financial year means the 12 month period specified in rule 3;
general meeting means a general meeting of the members of the Association convened in accordance with Part 4 and includes an annual general meeting, a special general meeting and a disciplinary appeal meeting;
member means a member of the Association;
member entitled to vote means a member who under rule 13(2) is entitled to vote at a general meeting;
special resolution means a resolution that requires not less than three-quarters of the members voting at a general meeting to vote in favour of the resolution;
the Act means the Associations Incorporation Reform Act 2012 and includes any regulations made under that Act;
the Registrar means the Registrar of Incorporated Associations.
(1) Subject to the Act, the Association has power to do all things incidental or conducive to achieve its purposes.
(2) Without limiting subrule (1), the Association may—
(a) acquire, hold and dispose of real or personal property;
(b) open and operate accounts with financial institutions;
(c) invest its money in any security in which trust monies may lawfully be invested;
(d) raise and borrow money on any terms and in any manner as it thinks fit;
(e) secure the repayment of money raised or borrowed, or the payment of a debt or liability;
(f) appoint agents to transact business on its behalf;
(g) enter into any other contract it considers necessary or desirable.
(3) The Association may only exercise its powers and use its income and assets (including any surplus) for its purposes.
(1) The Association must not distribute any surplus, income or assets directly or indirectly to its members.
(2) Subrule (1) does not prevent the Association from paying a member—
(a) reimbursement for expenses properly incurred by the member; or
(b) for goods or services provided by the member—
if this is done in good faith on terms no more favourable than if the member was not a member.
PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES
The Association must have at least 5 members.
8 Who is eligible to be a member?
A person is eligible to become a member of the Association if the person is
- willing to participate as a singer in any choir formed by the Association; or
- otherwise prepared to assist in the activities of the Association.
(1) To apply to become a member of the Association, a person must submit a written application to the Association stating that the person—
(a) wishes to become a member of the Association; and
(c) agrees to comply with the Association’s Rules.
(2) The application must be signed by the applicant.
10 Acceptance or rejection of application
(1) The Secretary may accept an application for membership, but if the
Secretary believes that the application should be rejected, it must be
referred to the Committee for decision.
(2) The Secretary must notify the applicant of the decision on the
application as soon as practicable after the decision is made.
If an application for membership is accepted, the Secretary must as soon as practicable enter the name and address of the new member and the date of acceptance in the register of members.
A person becomes a member of the Association, and, subject to rule 13(2),is entitled to exercise his or her rights of membership from the date on
which the application is accepted.
12 Annual subscription and fee on joining
(1) Before the end of each financial year the Committee must determine—
(a) the amount of the annual subscription (if any) for the following financial year; and
(b) the date for payment of the annual subscription for that following financial year.
(2) The Committee may also determine
additional fees payable for attendance at choir rehearsals.
(3) The rights of a member (including the right to vote) who has not paid the annual subscription or applicable rehearsal fees by the due date are suspended until the subscription is paid.
(1) A member of the Association who is entitled to vote has the right—
(a) to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and
(b) to submit items of business for consideration at a general meeting; and
(c) to attend and be heard at general meetings; and
(d) to vote at a general meeting; and
(e) to have access to the minutes of general meetings and other documents of the Association as provided under rule 75; and
(f) to inspect the register of members.
(2) A member is entitled to vote if—
(a) more than 5 business days have passed since he or she became a member of the Association; and
(b) the member’s membership rights are not suspended for any reason.
(3) If in the case of any particular member –
(a) the member has failed to pay the relevant rehearsal fees determined and charged by the Association (whether by instalments or otherwise) for any rehearsals of choral work mounted or arranged by the Association;
(b) the member has been prohibited from performing as a chorister by the Committee; or
(c) the member’s membership rights have been suspended for any reason,
the Committee may prohibit that member from attending those rehearsals or performing as a chorister in the performance of the relevant choral work.
(4) For the avoidance of doubt, a person who is not a member of the Association may not perform as a chorister in any choral performance mounted or arranged by the Association unless invited to do so by the Committee and on terms determined by the Committee.
The rights of a member are not transferable and end when membership ceases.
(1) The membership of a person ceases –
(a) on the member’s resignation;
(b) if the Committee so resolves once 8 weeks have passed since the member has been advised in writing that fees payable by the member are in arrears, unless by the time of that resolution all arrears have been paid; or
(c) on the member’s death.
(2) If a person ceases to be a member of the Association, the Secretary must, as soon as practicable, enter the date the person ceased to be a member in the register of members.
A member may resign by notice in writing given to the Association.
(1) The Secretary must keep and maintain a register of members that includes—
(a) for each current member—
(i) the member’s name;
(ii) the address for notice last given by the member;
(iii) the date of becoming a member;
(v) any other information determined by the Committee; and
(b) for each former member, the date of ceasing to be a member.
(2) Any member may, at a reasonable time and free of charge, inspect the register of members.
Division 2—Disciplinary action
19 Grounds for taking disciplinary action
The Association may take disciplinary action against a member in accordance with this Division if it is determined that the member—
(a) has failed to comply with these Rules; or
(b) refuses to support the purposes of the Association; or
(c) has engaged in conduct prejudicial to the Association.
(1) If the Committee is satisfied that there are sufficient grounds for taking disciplinary action against a member, the Committee must appoint a disciplinary subcommittee to hear the matter and determine what action, if any, to take against the member.
(2) The members of the disciplinary subcommittee—
(a) may be Committee members, members of the Association or anyone else; but
(b) must not be biased against, or in favour of, the member concerned.
(1) Before disciplinary action is taken against a member, the Secretary must give written notice to the member—
(a) stating that the Association proposes to take disciplinary action against the member; and
(b) stating the grounds for the proposed disciplinary action; and
(c) specifying the date, place and time of the meeting at which the disciplinary subcommittee intends to consider the disciplinary action (the disciplinary meeting); and
(d) advising the member that he or she may do one or both of the following—
(i) attend the disciplinary meeting and address the disciplinary subcommittee at that meeting;
(ii) give a written statement to the disciplinary subcommittee at any time before the disciplinary meeting; and
(e) setting out the member’s appeal rights under rule 23.
(2) The notice must be given no earlier than 28 days, and no later than 14 days, before the disciplinary meeting is held.
(1) At the disciplinary meeting, the disciplinary subcommittee must—
(a) give the member an opportunity to be heard; and
(b) consider any written statement submitted by the member.
(2) After complying with subrule (1), the disciplinary subcommittee may—
(a) take no further action against the member; or
(b) subject to subrule (3)—
(i) reprimand the member; or
(ii) suspend the membership rights of the member for a specified period; or
(iii) expel the member from the Association.
(3) The disciplinary subcommittee may not fine the member.
(4) The suspension of membership rights or the expulsion of a member by the disciplinary subcommittee under this rule takes effect immediately after the vote is passed.
(1) A person whose membership rights have been suspended or who has been expelled from the Association under rule 22 may give notice to the effect that he or she wishes to appeal against the suspension or expulsion.
(2) The notice must be in writing and given—
(a) to the disciplinary subcommittee immediately after the vote to suspend or expel the person is taken; or
(b) to the Secretary not later than 48 hours after the vote.
(3) If a person has given notice under subrule (2), a disciplinary appeal meeting must be convened by the Committee as soon as practicable, but in any event not later than 21 days, after the notice is received.
(4) Notice of the disciplinary appeal meeting must be given to each member of the Association who is entitled to vote as soon as practicable and must—
(a) specify the date, time and place of the meeting; and
(b) state— (i) the name of the person against whom the disciplinary action has been taken; and
(ii) the grounds for taking that action; and
(iii) that at the disciplinary appeal meeting the members present must vote on whether the decision to suspend or expel the person should be upheld or revoked.
24 Conduct of disciplinary appeal meeting
(1) At a disciplinary appeal meeting—
(a) no business other than the question of the appeal may be conducted; and
(b) the Committee must state the grounds for suspending or expelling the member and the reasons for taking that action; and
(c) the person whose membership has been suspended or who has been expelled must be given an opportunity to be heard.
(2) After complying with subrule (1), the members present and entitled to vote at the meeting must vote by secret ballot on the question of whether the decision to suspend or expel the person should be upheld or revoked.
(3) A member may not vote by proxy at the meeting.
(4) The decision is upheld if not less than three quarters of the members voting at the meeting vote in favour of the decision.
Division 3—Grievance procedure
(1) The grievance procedure set out in this Division applies to disputes under these Rules between—
(a) a member and another member;
(b) a member and the Committee;
(c) a member and the Association.
(2) If a member has initiated a grievance procedure in respect of a dispute between the member and the Association, the Association must not take disciplinary action against any of the following persons in relation to the matter which is the subject of the grievance procedure until the grievance procedure has been completed—
(a) the member who initiated the grievance procedure ( complainant member );
(b) a member of the association appointed by the complainant member to act on behalf of the complainant member in the grievance procedure.
26 Parties must attempt to resolve the dispute
The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.
(1) If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 26, the parties must within 10 days—
(a) notify the Committee of the dispute; and
(b) agree to or request the appointment of a mediator; and
(c) attempt in good faith to settle the dispute by mediation.
(2) The mediator must be—
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement—
(i) if the dispute is between a member and another member—a person appointed by the Committee; or
(ii) if the dispute is between a member and the Committee or the Association—a person appointed or employed by the Dispute Settlement Centre of Victoria.
(3) A mediator appointed by the Committee may be a member or former member of the Association but in any case must not be a person who—
(a) has a personal interest in the dispute; or
(b) is biased in favour of or against any party.
(1) The mediator to the dispute, in conducting the mediation, must—
(a) give each party every opportunity to be heard; and
(b) allow due consideration by all parties of any written statement submitted by any party; and
(c) ensure that natural justice is accorded to the parties throughout the mediation process.
(2) The mediator must not determine the dispute.
29 Failure to resolve dispute by mediation
If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
PART 4—GENERAL MEETINGS OF THE ASSOCIATION
(1) The Committee must convene an annual general meeting of the Association to be held within 5 months after the end of each financial year.
(2) Despite subrule (1), the Association may hold its first annual general meeting at any time within 18 months after its incorporation.
(3) The Committee may determine the date, time and place of the annual general meeting.
(4) The ordinary business of the annual general meeting is as follows—
(a) to confirm the minutes of the previous annual general meeting and of any special general meeting held since then;
(b) to receive and consider—
(i) the annual report of the Committee on the activities of the Association during the preceding financial year; and
(ii) the financial statements of the Association for the preceding financial year submitted by the Committee in accordance with Part 7 of the Act;
(c) to elect the members of the Committee;
(d) to confirm or vary the amounts (if any) of the annual subscription and joining fee.
(5) The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.
(1) Any general meeting of the Association, other than an annual general meeting or a disciplinary appeal meeting, is a special general meeting.
(2) The Committee may convene a special general meeting whenever it thinks fit.
(3) No business other than that set out in the notice under rule 33 may be conducted at the meeting.
32 Special general meeting held at request of members
(1) The Committee must convene a special general meeting if a request to do so is made in accordance with subrule (2) by at least 10% of the total number of members.
(2) A request for a special general meeting must—
(a) be in writing; and
(b) state the business to be considered at the meeting and any resolutions to be proposed; and
(c) include the names and signatures of the members requesting the meeting; and
(d) be given to the Secretary.
(3) If the Committee does not convene a special general meeting within one month after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.
(4) A special general meeting convened by members under subrule (3)—
(a) must be held within 3 months after the date on which the original request was made; and
(b) may only consider the business stated in that request.
(5) The Association must reimburse all reasonable expenses incurred by the members convening a special general meeting under subrule (3).
(1) The Secretary (or, in the case of a special general meeting convened under rule 32(3), the members convening the meeting) must give to each member of the Association—
(a) at least 21 days’ notice of a general meeting if a special resolution is to be proposed at the meeting; or
(b) at least 14 days’ notice of a general meeting in any other case.
(2) The notice must—
(a) specify the date, time and place of the meeting; and
(b) indicate the general nature of each item of business to be considered at the meeting; and
(c) if a special resolution is to be proposed—
(i) state in full the proposed resolution; and
(ii) state the intention to propose the resolution as a special resolution; and
(d) comply with rule 34(5).
(3) This rule does not apply to a disciplinary appeal meeting.