Registered Rules

RULES of the HAND WEAVERS and SPINNERS GUILD of NSW Inc

Revised April 2024

NAME

The Guild shall be called Hand Weavers and Spinners Guild of New South Wales Inc, hereinafter referred to as the Guild.

AIM

The aim of the Guild is to bring together, for their mutual benefit, people who practise any of the arts of hand weaving, spinning and associated crafts; to foster and encourage the crafts by instruction, discussion and exhibition of work and for such other purposes as the Guild may determine.

RULES

Definitions
“Post” to include all electronic means of communication as well as Australia Post.
“In person” to include at the venue and by electronic online communications.

1. MEMBERSHIP

A member of the Guild shall be a person who has applied for membership on the form prescribed by the Committee, and paid the annual fee for the current financial year and has agreed to abide by the Rules as set out herein. The Committee may appoint Life Members for outstanding service.

2. REGISTER OF MEMBERS

(a) The Public Officer of the Guild shall maintain a register of members specifying each member's name, address, email address, telephone number and date of joining.

(b) The register of members shall be published annually.

3. FEES

Members shall pay annual fees fixed by the members at the Annual General Meeting or at a specially constituted General Meeting. Any increase in fees requires the consent of three-quarters of the members voting, either in person or by post. The financial year shall end on December 31 each year.

4. MEMBERS' LIABILITIES

The liability of a member of the Guild to contribute towards the payment of debts and liabilities of the Guild or the costs, charges and expenses of winding up the Guild is limited to the amount, if any, unpaid by the member in respect of membership of the Guild as required by Rule 3.

5. RESOLUTION OF DISPUTES

A. Disciplining of members (Resolution of Internal Disputes, see Rule 5C)

(a) A complaint may be made by any member that some other Guild member

(i) has persistently and wilfully acted in a manner prejudicial to the interest of the Guild or

(ii) has persistently refused or neglected to comply with a provision or provisions of these Rules.

(b) On receiving such a complaint, the Committee

(i)must cause notice of the complaint to be served on the member concerned

(ii)must give the member at least 14 days from the time the notice is served to make submissions to the Committee in connection with the complaint and

(iii) must take into consideration any submissions made by the member in connection with the complaint.

(c) The Committee may, by resolution, expel the member or suspend the member from membership if, after considering the complaint and any submissions

made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.

(d) If the Committee expels or suspends a member, the Secretary must, within 7 days, give written notice to the member of the decision and the reasons for the decision and notify the member of the right of appeal under Rule 5B.

(e) The expulsion or suspension does not take effect

(i) until the expiration of the period within which the member is entitled to appeal against the resolution concerned or

(ii) if within that period the member exercises the right of appeal, unless and until the members of the Guild confirm the resolution under Rule B(e), whichever is the later.

B. Right of appeal of disciplined member

(a) The member may appeal to members in a Special General Meeting. Notice of the appeal must be lodged with the Secretary within 7days of receipt of the Committee's resolution.

(b) The notice may, but need not, be accompanied by a statement of the grounds of the appeal.

(c) On receipt of the notice from a member under Rule 5B (a), the Secretary must notify the Committee which is to convene a Special General Meeting of the members to be held within one calendar month after the date on which the Secretary received the notice. (If the timing falls within the December break, then at the January meeting.) A letter to this effect is to be sent to members only. Network Groups are not to be notified.

(d) At this Special General Meeting of the Guild convened under Rule 5B (c), if the quorum of 40 is not present, then the meeting is dissolved, and the Committee's resolution is not confirmed.

(e) At this Special General Meeting if a quorum is present

(i) no business other than the question of the appeal is to be transacted and

(ii) the Committee and the member must be given the opportunity to state their respective cases verbally or in writing, or both and

(iii) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked

(iv) Committee members shall not exercise their right to vote at the appeal.

(f) If the members pass the resolution, the resolution is confirmed. The resolution to expel or suspend a member needs to be passed by three quarters of the members present and voting to adopt such an action. The result of the resolution shall be sent by letter to members only. Network Groups are not to be notified.

C. Resolution of internal disputes

Disputes between members of the Guild (in their capacity as members) and disputes between members and the Guild, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.

6. COMMITTEE

A. Powers of the Committee

The Committee of the Guild is to be called the Committee of Management. The Committee is subject to the Act, the Regulation, these Guild Rules and any resolution passed by the members of the Guild at general meetings.

The Committee:

(a) shall control and manage the affairs of the Guild and

(b) may perform all functions other than those required by these Rules to be exercised by a general meeting of members of the Guild and

B. Structure of the Committee

(a) The Committee of Management shall consist of 7-10 members: the President, Secretary, Treasurer and 4-7 committee members, all of whom must be elected annually by a simple majority of those voting at the Annual General Meeting. If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated are taken to be elected, and further nominations are to be received at the annual general meeting. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected. If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held. The ballot for the election of office-bearers and ordinary committee members of the Committee is to be conducted at the annual general meeting in such usual, and proper manner as the Committee may direct. If the required Committee is not elected at the Annual General Meeting, the incoming Committee shall make any necessary appointments from its number or from the general members. If a vacancy should occur between Annual General Meetings, the Committee shall appoint by a simple majority vote a member to fill the vacancy until the next election.

(b) All positions and appointments are to be declared vacant at the Annual General Meeting. All nominations for election to Committee shall be in writing in the approved manner and be in the hands of the Returning Officer for publication in the Guild News in the month prior to the month of the Annual General Meeting.

(d) The incoming Committee shall appoint all subcommittees and make other appointments as required. This includes confirming or appointing any replacement. All subcommittee recommendations are to be confirmed by the Committee of Management prior to committing the Guild to any obligations.

(e) No elected member of the Committee shall serve in the same position for a term of more than three consecutive years; no elected member shall serve on the Committee for a term of more than six consecutive years. After a standdown period of one year, members may be eligible for reelection. No such standdown period need to apply to appointees.

(f) The office of member of Committee shall become vacant by

(i) resignation or

(ii) non-attendance at three consecutive meetings without the consent of the Committee.

The Editor/s of Guild publications shall have the right to attend committee meetings, and if they do so, shall have the same rights and obligations as the other Committee members.

7. MEETINGS

The Annual General Meeting shall be held during the first half of each year. Other General Meetings shall be held where and when the Committee shall determine, usually monthly except December. A Special General Meeting shall be convened by the Committee within two calendar months on the written request of 12 members.

8. NOTICE OF MEETINGS

All notices of meetings shall be by letter or printed prominently on the front of the Guild News.

(a) Members shall receive at least seven days written notice of general meetings.

(b) Members shall receive at least 28 days written notice calculated from the date of posting for

(i) Annual General Meetings.

(ii) Special General Meetings other than under Rule 5B and Rule 7.

9. MEETING PROCEDURES

A. Quorum

(a) To transact business, the number required for a quorum is as follows:

Committee meeting 4 including at least 2 of the executive; General meeting – 30; Annual General Meeting – 40; Special General Meeting – 40.

(b) No business shall be transacted at these respective meetings unless a quorum is present and, if within half an hour of the time appointed for the meeting a quorum is not present, the meeting stands adjourned to the same place and at the same hour of the same day in the following week for Committee meetings or of the following month for general and any other meetings except under Rule 5B.

(c) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.

(d) Urgent matters may be dealt with by the executive if the matter cannot stand over until the next Committee.

B. Voting

(a) To vote, a member must be a current financial member and owe no monies to the Guild.

(b) Upon any question arising a member has one vote only. In the event of an equality of votes, the person presiding may exercise a second or casting vote.

(d) At Annual General Meetings and Special General Meetings

(i) votes may be given either in person or by post (except under Rule 5B)

(ii) postal votes are to be made on the approved form as printed in the Guild News in the manner stated on the form, to be in the hands of the Returning Officer no later than 48 hours before the meeting

(iii) special resolutions require the consent of three quarters of the members voting, either in person or by post, to confirm the resolution.

10. FUNDS – SOURCE

(a) All funds of the Guild shall be derived from annual fees, subscriptions, donations, bequests, workshops, gallery, equipment rental, supplies and, subject to any resolution passed by the Guild in general meeting, such other sources as the Committee determines.
(b) All money received by the Guild shall be deposited as soon as practicable, and without deduction, to the credit of the Guild's bank account.
(c)The Guild shall, as soon as practicable after receiving any money, issue an appropriate receipt.

11. USE OF FUNDS

(a) The Guild may hold and deal with property for its purposes and apply its funds for the acquisition and maintenance of premises used as a centre for its activities and may repay loans and interest thereon.

(b) Payments:

i.) The signatures on the primary banking business of the Guild shall be those of the President, Secretary, Treasurer and two members approved/appointed by the Committee, any two to sign cheques, direct debits and documents.

ii). Additionally, there is another trading account with a debit card and a $500.00 balance. It is to be used when direct deposits or cheques cannot be used. Prior to any payment being authorised by the Treasurer as the sole authority, a purchase requisition with two approvals is required.

12. ALTERATION TO AIM AND RULES

(a) Alterations to the Aims and Rules shall only be made by special resolution of the Guild. Members must have received at least 28 days written notice. This special resolution must be passed with the consent of three quarters of the members voting either in person or by

post.

(b) Where it is made to appear to the Commissioner that it is not possible or practical for the resolution to be passed in the manner specified in Rule 12(a), the resolution is passed in a manner specified by the Commissioner.

13. PUBLIC OFFICER

The Committee shall appoint a Public Officer, preferably from among the membership of the Guild. The Public Officer may, but need not, be a member of the Committee. The Public Officer shall carry out duties in accordance with the Act, the Regulation and these Guild Rules.

14. COMMON SEAL

(a) The common seal of the Guild shall be kept in the custody of the Public Officer.

(b) The common seal shall not be affixed to any instrument except by the authority of the Committee. The affixing of the common seal shall be attested by the one member of the executive and of the Public Officer.

15. CUSTODY OF BOOKS, etc

Except as otherwise provided by these Rules, the Public Officer shall keep in his or her control all records, books and other documents relating to the Guild.

16. INSPECTION OF BOOKS, etc

The records, books and other documents of the Guild shall be open to inspection by a Guild member at any reasonable hour.

17. INDEPENDENT REVIEW OF THE FINANCIAL ACCOUNTS

Annually the Financial Accounts will be reviewed by an independent external accountant to ensure they are correct. This consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures to a standard that satisfies the Associations Incorporation Act 2009 of NSW. The accounts will then be presented to the membership at the AGM.

18. PUBLICATIONS OF THE GUILD

The Guild News shall be published periodically.

19. SUBSCRIPTIONS

Subscribers do not have voting rights.

Network Group Subscriptions

Application for a Network Group Subscription may be granted on payment of a special annual subscription.

A Network Group:

(a) shall receive all Guild publications and may nominate one member to accept responsibility for borrowing books from the Library

(d) may be invited to exhibit with the Guild. The number of articles shall be determined by the Committee.

20. BY-LAWS

In addition to the general principles laid down by these Rules members shall be required to abide by such bylaws as are framed by the Committee from time to time, for the smooth day to day internal management of the Guild affairs.

21. INSURANCE

The Guild shall effect and maintain insurance with an approved insurer against liability of the Guild as may be required by the Regulation of Associations Incorporation Act 1984, for a cover of not less than the amount required by the Regulation, for an occurrence causing death or bodily injury to a person or damage to property. The Guild shall maintain insurance on other matters as it deems fit.

22. DISTRIBUTION OF FUNDS

No Guild funds, income or property, however, derived, shall be distributed in any way to Guild member(s). These funds shall be used solely for the stated aims of the Guild. Nothing shall prevent the payment, in good faith, of the usual commercial payments in respect of property, fees for service and employees.

23. WINDING-UP

a. Ordinary funds

If upon the winding up or dissolution of the Guild there remains, after satisfaction of its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among members of the Guild, but shall be given or transferred to some other Association having objects similar to the objects of the Guild, and which will prohibit the distribution of its income and property among its members, such Association to be determined by means of a special resolution, and subject to

compliance with Section 53 of the Associations Incorporation Act, 1984.

b. Deductible Gift Recipient DGR Fund

If the organisation is wound up or its endorsement as a deductible gift recipient is revoked (whichever occurs first), any surplus of the following assets shall be transferred to another organisation with similar objects, which is charitable at law, to which income tax deductible gifts can be made:

• gifts of money or property for the principal purpose of the organisation.

• contributions made in relation to an eligible fundraising event held for the principal purpose of the organisation.

• money received by the organisation because of such gifts and contributions.

This Revised Version of the Rules of the Hand Weavers and Spinners Guild of NSW Inc. was adopted by the members by special resolution on 27 April 2024. A copy of the amended rules was lodged with the NSW Government on 6 May 2024 in accordance with the Association's Incorporation Act 2009 (Section 10).

Signed: Prue Hill (Secretary)

END

Registered Rules

Hand Weavers & Spinners Guild Of NSW Inc.

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