 |
Since May 1980 Muse Inc. has been an independent voice for the arts in Canberra. The ACT government has part funded the publication from the beginning. We are proud to have had a free arts monthly on the streets of Canberra ever since.
Many of our readers will remember our former incarnation as Muse magazine. Muse serviced a great need in the community yet it also had its share of crises: each time the both the arts and general community rallied to save it. Twice artsACT intervened to broker a solution: once to set up a joint venture partnership with Federal Capital Press and two years ago to work closely with us to launch a new magazine with a new look and a wider cultural tourism mission.
The joint venture partnership, despite much effort and goodwill on both sides, eventually came to a close. There was never a totally happy match between the newspaper system and an arts magazine whose objectives were not purely profit driven.
Despite a wide misconception, artlook was not completely funded by artsACT; their grant covered less than one third of the publishing cost. Consistently over the years we, and many other arts organizations, have been funded less than we applied for: a short term fix which puts undue pressure on staff and Boards and which is a fund-to-fail strategy in the final analysis.,. The remainding income had to be raised through advertising and any short-fall through sponsorship. Sponsorship, as many in the arts know, is increasingly hard to find, and while we have had much appreciated support over the years, the bulk of the income comes from advertising.
Artlook, and Muse before it, had an editorial policy of the highest ambition and integrity. We continued to broaden the cultural landscape we covered, recently including architecture, design and food into our brief that includes music, craft, dance, theatre, film, and art. Sadly, our advertising base did not widen correspondingly. Consequently the burden of advertising support rested on the national institutions and the visual arts sector. Cinemas and bookshops remained resolutely uninvolved, despite monthly reviews, listings and profiles on film and literature, and our commitment to publishing new writing.
The Muse Inc. Board wish to thank all of the writers who have contributed to our pages; the advertisers, sponsors and partners; the artists whose stories we have told - dancers, filmmakers, directors, designers, artists, singers, actors, thinkers and musicians. Our thanks also go to the Arts Ministers, artsACT staff and Cultural Council members, who have in the past supported the magazine.
We believe that artlook will be missed as we provided a voice for the arts in Canberra non-aligned to business interests or membership organizations; arms length from government; responsive to the interests of our readers and the arts community. We have nurtured reviewers and critics who have learned their trade working with professional and dedicated editors. We have avoided the common trend of simply publishing press releases; neither have we made the advertorial pact: 'pay for a page get one page free'. We have been a most effective communication chanel bringing the story of the arts to the Canberra community giving them the opportunity to engage and participate in our very rich arts culture. We were the envy of art communities in other states, and we are no more.
As we enter a period when freedom of speech is going to be increasingly curtailed through the introduction of industrial relations laws and sedition laws that silence criticism and foster a climate of fear we need a free press more than ever.
Merryn Gates, December 2005
Chair, Muse Inc. 2002 - 2005
DANCE: Viv O'Connell has had a varied career in the arts, as the station manager of ArtSound FM, at the ANU Schools of Music and Art, and as the executive director of Ausdance ACT, the local arm of the natioanl peak body.
THEATRE: Rhys Holden is a stage director and producer. He has worked in the areas of sound, lighting and set design. He has completed directoships with various CAnberra theatre companies, including Free-Rain Theatre and Canberra Philharmonic.
MUSIC: Seth Jordan is a freelance writer, reviewer and broadcaster. The Tiki Lounge is his new national radio program on Canberra’s ArtSound FM 92.7
MUSIC: Helen Saunders studied contemporary music at Southern Cross University and 16th century church music at the School of Music, ANU. She has written about and performed music of many different styles, including rock, jazz, and Renaissance liturgical music.
MUSICAL THEATRE: Bill Stephens has directed musicals, cabaret, opera, ballet, charity spectaculars and fashion parades. Currently he hosts the Cabaret Headliners series for the National Press Club and is a regular presenter for Artsounds Dress Circle.
CLASSICAL MUSIC: Joan Livermore graduated from the NSW Conservatorium and later studied with Irwin Freundlich in New York. She has worked as a teacher, performer, accompanist and musical director. She was Senior Lecturer in Music Education at the University of Canberra, and is a member of the ACT Cultural Council.
VISUAL ART: Chris Chapman is a writer, lecturer and artist. He has worked directly with artists on a range of multimedia projects for art museums and independent venues including the National Gallery of Australia, Art Gallery of South Australia, and Adelaide’s Experimental Art Foundation.
LITERATURE: Glenda Guest is a writer and academic, and is currently completing her doctorate in writing. She writes feature articles for several arts magazines, and works as a freelance editor and writer.
FILM: Patrick Garson has written for Senses of Cinema, Artshub and the Canberra Chronicle on film. He regularly appears on Artsound FM and was a judge in last year's Canberra Short Film Festival.
FOOD AND WINE: Dr Colin Bannerman is an independent scholar and writer who specialises in food history, culture and communication. He is the author of several books on Australian food history and his interest in good food and wine is both theoretical and very practical.
ARCHITECTURE AND DESIGN: Craig Bremner is Professor of Design and Head of the School of Design and Architecture at the University of Canberra. He holds a Masters in Design from Domus Academy (Milan) and a PhD (RMIT) in architecture. He develops new research methods for the design of living and working scenarios.
INDIGENOUS ART: Danie Mellor is a PhD candidate at the ANU in fine art, and currently teaches in the Printmedia and Drawing Workshop, School of Art, ANU and Orana School for Rudolf Steiner Education. He has exhibited nationally and overseas.
CRAFT: Ann McMahon is a freelance artist and writer based in Canberra. She has an Honours degree in Visual Art (textiles) ANU and a Graduate Diploma in Cultural Heritage Management, University of Canberra.
artlook is published monthly, February to December and is available on the first day of the month.
artlook Artlook is indexed in AusLit : The Resource for Australian Literature
(www.austlit.edu.au)
BOARD
Philip Eliason, Merryn Gates (Chair), Pauline Hore (Treasurer), Eulea Kiraly, Carolyn Kidd, Bill McCarthy, Vivienne O'Connell (co-opted), Dominic Buchanan (co-opted).
STAFF
Editor: Julie Ogden
editor@artlook.com.au
Advertising Naomi Hogie
advertising@artlook.com.au
Administrator: Lesley Brompton
admin@artlook.com.au
Muse Inc. is a not for profit, member organisation registered in the ACT.
Membership forms are available on request from the artlook office.
Annual General Meetings are held each year and are announced in artlook magazine the preceding month. All members are welcome.
MUSE INCORPORATED CONSTITUTION
(as last amended April 2004)
SECTION 1 — GENERAL
CONTENTS
1. Name 3
2. Objects 3
3. Address 3
4. Code of Ethics 3
1. Name
The name of the Association is "Muse Incorporated". It is referred to in this Constitution as "the association".
2. Objects
(1) The objects of Muse Inc. are:
(a) To publish quality arts-related titles, especially through its flagship publication artlook, a free, monthly arts magazine, and by so doing to support the arts in Canberra and its surrounding regions
(b) To promote ACT arts and practitioners to an interstate audience
(c) To provide a forum for critical debate on all aspects of the arts
(d) To provide an information channel on arts-related topics which is accessible to all Canberrans
(e) To provide opportunities for individuals to develop skills in arts publishing
(f) To provide opportunities for new and established writers of reviews, features and personality profiles
(g) To provide publication space for quality new writing in short stories, drama and poetry
3. Address
Unless the Board determines otherwise, the address and postal address of the Association are as follows:
Address
7 Pirie Street
Fyshwick ACT 2609
Postal Address
P.O. Box 6096
Kingston ACT 2604
4. Code of Ethics
MUSE INCORPORATED
SECTION 11 — RULES
CONTENTS
PART 1 - PRELIMINARY
1. Interpretation 6
PART 2 - MEMBERSHIP
2. Membership Qualifications 6
3. Voting Rights 6
4. Subscriptions 6
5. Cessation of Membership 6
6. Resignation of membership 7
7. Members Liabilities 7
8. Disciplining of members 7
9. Right of appeal of disciplined member 8
PART 3 - THE BOARD
10. Powers of the Board 8
11. Constitution and membership 8
12. Election of Board members 9
13. Secretary 9
14. Treasurer 9
15. Vacancies 9
16. Removal of Board members 10
17. Board meetings and quorum 10
18. Delegation by Board to sub-committee 10
19. Voting and decisions 11
PART 4 - GENERAL MEETINGS
20. General meetings 11
21. Annual general meeting 11
22. General meetings - calling of 11
23. Notice 12
24. General meetings - procedure and quorum 12
25. Presiding member 12
26. Adjournment 13
27. Making of decisions 13
28. Voting 13
29. Appointment of proxies 13
30. Resolution of business without convening a general meeting 14
PART 5 - MISCELLANEOUS
31. Finance 14
32. Audit 14
33. Custody of books 14
34. Inspection of books 14
35. Service of notices 14
36. Surplus property 15
37. Provision for the Common seal 15
38. Winding up 15
39. Amendment to Constitution 15
40. Public Officer 15
APPENDIX 1:
FORM OF NOMINATION OF BOARD MEMBER 16
APPENDIX 2:
FORM OF APPOINTMENT OF PROXY 17
PART 1 — PRELIMINARY
1. Interpretation
(1) In these rules, terms are defined as follows:
"Board" means the Board of the association.
"Chairperson" means the Chairperson of the association or any person authorised to act in that capacity.
"Editor" means a person appointed by the Board to fulfil the role of Editor for the duration of his or her appointment in that position.
"Secretary" means the Honorary Secretary of the association or any person authorised to act in that capacity.
"Treasurer" means the Honorary Treasurer of the association or any person authorised to act in that capacity.
"Member" means a member, however qualified, of the association.
"Ordinary Board Members" means a member of the Board who is not an office bearer.
"Month means a calendar month.
"Year" and "financial year" means a calendar year.
"the Act" means the Associations Incorporation Act 1991.
"the Regulations" means the Associations Incorporation Regulations.
(2) In these rules:
(a) a reference to a function includes a reference to a power, authority and duty: and
(b) a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to an exercise of the power or authority or the performance of the duty.
(3) The provision of the Interpretation Act 1967 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.
PART II — MEMBERSHIP
2. Membership Qualifications
(1) Any person who has paid the annual membership fee shall be deemed to be a member of the association for the period covered by the subscription
(2) Membership is not transferable and all rights privileges and obligations terminate on cessation of membership;
(3) membership is effective from the date of receipt;
(4) the Secretary shall register the new member's name, and the date of effect of the membership, in the Association's register.
3. Voting Rights
(1) Each financial member present at any properly constituted meeting shall be entitled to one vote.
4. Subscriptions
(1) Subscriptions shall be paid annually by each member of the Association at a rate determined by the Board and approved by members at a general meeting. Subscriptions shall be due at the Annual General Meeting each year.
(2) A member whose subscription remains unpaid by the Annual General Meeting in each year shall cease to be a member of the association.
5. Cessation of membership
(1) A person ceases to be a member of an association if the person:
(a) dies or, in the case of a body corporate, the body corporate is wound up;
(b) resigns from membership of the association;
(c) is expelled from the association; or
(d) fails to renew membership of the association .
6. Resignation of Membership
(1) A member who has paid all amounts payable by the member to the association may resign from membership of the association by first giving notice in writing to the secretary of the member's intention to resign and, upon the expiration of the period of notice, the member ceases to be a member.
(2) Where a person ceases to be a member, the secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
7. Members' Liabilities
(1) A member of the association shall not be liable to contribute towards the payment of the debts of the association or the costs, charges and expenses of a winding-up of the association.
8. Disciplining of Members
(1) Where the Board is of the opinion that a member has acted in a manner likely to bring the association into disrepute or lessen public confidence in it, or to reflect unfavourably upon any members in their conduct of the crafts, or who is convicted of any offence in the Australian Capital Territory or elsewhere which may be punishable by a term of imprisonment, or
(2) has persistently and wilfully acted in any other manner prejudicial to the interests of the association, the Board may, by resolution:
(a) reprimand the member
(b) suspend the member from such rights and privileges of membership of the association as the Board may determine for a specified period
(c) expel the member from the association, and in addition, may bar the member from applying for membership for such period as it thinks fit.
(3) A resolution of the Board under sub-rule 8(1) is of no effect unless the Board, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under sub-rule 8(5), confirms the resolution in accordance with this rule.
(4) Where the Board passes a resolution under sub-rule 8(1), the secretary shall, as soon as practicable, cause a notice in writing to be served on the member:
(a) Setting out the resolution of the Board and the grounds on which it is based;
(b) stating that the member may address the Board at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;
(c) stating the date, place and time of that meeting; and
(d) informing the member that the member may do either or both of the following:
(i) attend and speak at the meeting;
(ii) submit to the Board at or prior to the date of that meeting written representations relating to the resolution.
(5) At a meeting of the Board, the Board shall:
(a) give to the member mentioned in sub-rule 8(1) an opportunity to make oral representations; or
(b) give due consideration to any written representations submitted to the Board by that member at or prior to the meeting; and
(c) by resolution determine whether to confirm or to revoke the resolution of the Board made under sub-rule 8(1).
(6) Where the Board confirms a resolution under sub-rule 8(5), the secretary shall, within 7 days after that confirmation, by notice in writing inform the member of that confirmation and of the member's right of appeal.
(7) A resolution confirmed by the Board under sub-rule 8(5) does not take effect
(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
(b) where within that period the member exercises the right of appeal, unless and until the association confirms the resolution in accordance with sub-rule 8(5).
9. Right of Appeal of Disciplined Member
(1) A member may appeal to the association in general meeting against a resolution of the Board which is confirmed under sub-rule 8(5), within 7 days after notice of the resolution is served on the member, buy lodging with the secretary a notice to that effect.
(2) Upon receipt of a notice under sub-rule 9(1), the secretary shall notify the Board which shall convene a general meeting of the association to be held within 21 days after the date on which the secretary received the notice or as soon as possible after that date.
(3) At a general meeting of the association convinced under sub-rule 9(2)
(a) no business other than the question of the appeal shall be transacted;
(b) the Board and the member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and
(c) the members present shall vote by secret ballot on the question of whether the resolution made under sub-rule 8(5), that the resolution is confirmed.
(4) If the meeting passes a special resolution in favour of the confirmation of the resolution made under sub-rule 8(5), that resolution is confirmed.
PART III — THE BOARD
10. Powers of the Board
(1) The Board subject to the Act, the Regulation, these rules, and to any resolution passed by the association in general meeting:
(a) shall control and manage the affairs of the association
(b) may exercise all functions as may be exercised by the association other than those functions that are required by these rules to be exercised by the association in general meeting: and
(c) has the power to perform all such acts and do all such things as appear to the Board to be necessary or desirable for the proper management of the affairs of the association.
11. Constitution and membership of the Board
(1) The Board shall be comprised of voting members of the association and consist of:
(a) the office-bearers of the association; and
(b) up to five (5) ordinary members of the association; each of whom shall be elected pursuant to rule 12; and
(c) the editor shall be an ex-officio member of the Board.
(2) The office-bearers of the association shall be:
(a) the Chair
(b) up to two Deputy Chairs
(c) the Treasurer and
(d) the Secretary.
(3) Each member of the Board shall, subject to these rules, hold office until the conclusion of the annual general meeting following the date of the member's election, but is eligible for re-election.
(4) In the event of a vacancy in the membership of the Board, the Board may appoint a voting member of the association to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting following the date of the appointment.
(5) The Board will appoint a Public Officer for the association at the first meeting immediately after the Annual General Meeting.
12. Election of Board members
(1) Nomination of candidates for election as office-bearers of the association or as ordinary Board members:
(a) shall be made in writing, signed by 2 voting members of the association and accompanied by the written consent of the candidate (which may be endorsed on the nomination form); and
(b) shall be delivered to the secretary of the association before the annual general meeting at which the election is to take place.
(2) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be taken to be elected.
(3) If insufficient nominations are received, any vacant positions remaining on the Board shall be deemed to be vacancies.
(4) If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.
(5) The ballot for the election of office bearers and ordinary Board members shall be completed at the Annual General Meeting in such manner as the Board may direct.
13. Secretary
(1) The secretary of the association shall, as soon as practicable after being appointed as secretary, notify the association of his or her address.
(2) The secretary shall be responsible for and oversee the keeping of minutes of:
(a) all elections and appointments of office-bearers and ordinary Board members;
(b) the names of members of the Board present at a Board meeting or a general meeting; and
(c) all proceedings at Board meetings and general meetings.
(3) minutes of proceedings at a meeting shall be signed by the person presiding at the meeting or by a person presiding at the next meeting.
(4) The secretary shall give oral or written notice to all members of the Board at least 48 hours before the time appointed for the holding of the meeting.
14. Treasurer
(1) The treasurer of the association shall be responsible for and oversee the financial management of the association by which the association
(a) collects and receives all moneys due to the association and makes payments authorised by the association, and
(b) keeps correct accounts and books showing the financial affairs of the association with full details of all receipts and expenditure connected with the activities of the association.
15. Vacancies
(1) For the purposes of these rules, a vacancy in the office of a member of the Board occurs if the member -
(a) dies;
(b) ceases to be a member of the association;
(c) resign from office;
(d) is removed from office pursuant to rule 16;
(e) becomes an insolvent under administration within the meaning of the Corporations Law;
(f) is disqualified from office under subsection 63(1) of the Act; or
(g) is absent without the consent of the Board for three successive meetings.
16. Removal of Board Members
(1) The association in general meeting may by resolution, subject to section 50 of the Act, remove any member of the Board from the office of member of the Board before the expiration of the member's term to office.
17. Board Meeting and Quorum
(1) The Board shall meet not less than once in every two months in each calendar year at such place and time as the Board may determine.
(2) Additional special meetings of the Board may be convened by any member of the Board.
(3) Oral or written notice of a special meeting of the Board shall be given by the secretary to each member of the Board at least 48 hours (or such other period as may be unanimously agrees upon by the members of the Board) before the time appointed for the holding of the meeting.
(4) Notice of a special meeting given under sub-rule 17(3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the Board members present at the meeting unanimously agree to treat as urgent business.
(5) A quorum at any Board meeting shall be any four or fifty percent of members whichever is the greater.
(6) No business shall be transacted by the Board unless a quorum is present and if within half an hour after the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same day and at the same place and at the same hour of the day in the following week.
(7) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall be dissolved.
(8) At meetings of the Board:
(a) the chair or in the absence of the chair, the deputy chair shall preside; or
(b) if the chair and the deputy chair are absent, 1 of the remaining members of the Board may be chosen by the members present to preside.
(c) At any meeting of the Board the Chairperson may, with the concurrence of the members present, offer the chairmanship of the meeting to any member of the association.
18. Delegation by Board to sub-committee
(1) The Board may, by instruction in writing, delegate to one or more sub-committees (consisting of such member or members of the association as the Board thinks fit) the exercise of such of the functions of the Board as are specified in the instrument, other than:
(a) this power of delegation; and
(b) a function which is a function imposed on the Board by the Act, by any other law of the Territory, or by resolution of the association in general meeting.
(2) A function, the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
(3) A delegation under this rule may be made subject to such conditions or limitation as to the exercise of any function, or as time or circumstances, as may be specified in the instrument of delegation.
(4) Notwithstanding any delegation under this rule, the Board may continue to exercise any function delegated.
(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had done or suffered by the Board.
(6) The Board may, by instrument in writing, revoke wholly or in part any delegation under this rule.
(7) A sub-committee may meet and adjourn as it thinks proper.
19. Voting and decisions
(1) Questions arising at the meeting of the Board of any sub-committee appointed by the Board shall be determined by a majority of the votes of voting members of the Board or sub-committee present at the meeting.
(2) Each member present at the meeting of the Board or of any sub-committee appointed by the Board (including the person presiding at the meeting) is entitled to 1 vote but, in the event of an equality of votes on any question, the vote shall be decided in the negative.
(3) Subject to there being a quorum, the Board may act notwithstanding any vacancy on the Board.
(4) Any act or thing or suffered, or purporting to have been done or suffered, by the Board or by the sub-committee appointed by the Board, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Board or sub-committee.
PART IV — GENERAL MEETINGS
20. General Meetings
(1) At any general meeting members of the association who are not entitled to vote under rule 3 are entitled to be present and may speak to any question before the chair as the chairperson of the meeting may permit.
21. The Annual General Meeting
(1) The annual general meeting of the members of the association shall be held not later than the last day in May each year. The annual general meeting shall be specified as such in the notice convening it.
(2) In addition to other business which may be transacted, the business of the annual general meeting shall be:
(a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
(b) to receive from the Board reports on the activities of the association during the last preceding financial year;
(c) to elect members of the Board, including office-bearers
(d) to receive and consider the statement of accounts and the reports that are required to be submitted to members pursuant to subsection 73(1) of the Act; and
(e) to ratify the annual membership fees for the forthcoming year and the current Magazine subscription fees payable.
22. General meetings — calling of
(1) The Board may, whenever it thinks fit, convene a general meeting of the association.
(2) The Board shall, on the requisition in writing of not less than five per cent of the total number of voting members, or in writing of three members of the Board, convene a general meeting of the association.
(3) A requisition by members for a general meeting
(a) shall state the purpose or purposes of the meeting;
(b) shall be signed by the members making the requisition;
(c) shall be lodged with the secretary; and
(d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
(4) If the Board fails to convene a general meeting within one month after the date on which a requisition of members for the meeting is lodged with the secretary, any 1 or more of the members who made the requisition may convene a meeting to be held not more than three months after that date.
(5) A general meeting convene by a member or members referred to in sub-rule 22(4) shall be covered as nearly as is practicable in the same manner as general meetings are convened by the Board and any member who thereby incurs expense is entitled to be reimbursed by the association for any reasonable expense so incurred.
23. Notice
(1) Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post to each member at the member's address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
(a) Notice to members of a general meeting or other matter may be included with or form part of Muse or other publication of the association provided that Muse or publication bears prominently upon it a reference to the fact that it contains such notice.
(2) Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in sub-rule 23(1) specifying, in addition to the matter required under that sub-rule, the intention to propose the resolution as a special resolution.
(3) No business other then that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to sub-rule 21(2).
(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who shall include that notice from the member.
24. General Meetings - procedure and quorum
(1) No item of business shall be transacted at a general meeting unless a quorum of members entitle under these rules to vote is present during the time the meeting is considering that item.
(2) 1/5th of the financial members present in person not being less than 5 in number constitute a quorum for the transaction of the business of the general meeting.
(3) If within half an hour after the appointment time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of the members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3 shall constitute a quorum).
25. Presiding Member
(1) The Chairperson or if the Chairperson is not present a Vice Chairperson shall preside at every general meeting of the association. If within fifteen minutes of the time appointed for the holding of the meeting neither the Chairperson nor the Vice Chairperson be present and willing to act the voting members present shall choose one of the members of the Board present to be chairperson. If no member of the Board is present and willing to act the voting members present shall choose one of their number to be Chairperson. While the chair is vacant no business other than the election of Chairperson shall be dealt with at a general meeting.
26. Adjournment
(1) The members presiding at a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2) Where a general meeting is adjourned for 14 days or more, the secretary shall give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting. This period of notice shall not be less than 3 days.
(4) Except as provided in suburbs 27(1) and 27(2), notice of an adjournment of a general meeting is not required to be given.
27. Making of decisions
(1) A question arising at a general meeting of the association shall be determined on a show of hands and unless a poll is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
(2) At a general meeting of the association, a poll or secret ballot may be demanded by the person presiding or by not less than 3 members present in person or by proxy at the meeting.
(3) Where the poll is demanded at a general meeting, the poll shall be taken:
(a) immediately in the case of a poll which relates to the election of the person to preside at the meeting or to the question of an adjournment; or
(b) in any other case, in such manner and at such time before the close of the meeting as the person presiding directs, and the resolution of the poll on the matter shall be the resolution of the meeting in that matter.
28. Voting
(1) Upon any question arising at a general meeting of the association a member has one vote only.
(2) All votes shall be given personally or by proxy but no member may hold more than five proxies.
(3) In the case of an equality of votes on a question at a general meeting the motion should be decided in the negative.
(4) A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.
29. Appointment of Proxies
(1) Each member shall be entitled to appoint another member as proxy by notice given to the secretary no later than immediately prior to the commencement of the meetings in respect of which the proxy is appointed.
(2) The notice appointing the proxy shall be in the form out in Appendix 1 to these rules.
30. Resolution of Business Without Convening a General Meeting
(1) If any matter arises affecting the association, apart from a proposal to amend these rules or wind up or dissolve the association, the Board instead of convening a general meeting may give to voting members written notice of the nature of the matter and request their opinion upon it and the voting members within fourteen days of sending of the notice or within such longer period that the Board may determine may give their opinion in writing and the decision of the majority of members so replying shall be deemed for all purposes to be a resolution of voting members carried at a General Meeting.
PART V — MISCELLANEOUS
31. Finance
(1) All money received by or on behalf of the association shall be paid into banking, building society or credit union account in the name of the association, or if the Board so directs, placed on interest bearing deposit with a financial institution providing that facility.
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two member of the Board or employees of the association, being members of the Board or employees authorised to do so by the Board.
(3) Money received by the association on behalf of or which is to be wholly or partly paid to another person may be deposited in any account operated by the association
(4) The association shall, as soon as practicable after receiving any money, issue an appropriate receipt.
(5) Subject to any resolution passed by the association in general meeting, the funds of the association shall be used in pursuance of the objects of the association in such a manner as the Board determines.
(6) Proper accounts shall be kept of funds received and expended by the association, and of the assets and liabilities of the association. The accounts of the association shall be audited at 31 December each year.
32. Audit
(1) At the Annual General Meeting of the association the voting members shall appoint a person who is not a member of the association and is a registered company auditor to be Auditor.
(2) If an appointment is not made at the Annual General Meeting or if a casual vacancy occurs in the office of Auditor, the Board shall appoint an Auditor for the balance of the term of that Board.
(3) The auditor shall certify the correctness of the accounts of the association and shall report thereon to the Annual General Meeting.
33. Custody of books
(1) Subject to this Act, the Regulations and these rules, the secretary shall be responsible for and oversee the keeping of all records, and other documents or securities relating to the association.
34. Inspection of books
(1) The records, books and other documents of the association shall be open to inspection at a place in the Territory, free of charge, by a member of the association at any reasonable hour.
35. Service of Notices
(1) For the purpose of these rules, a notice may be served by or on behalf of the
association upon any member at the member's address shown in the register of members.
(2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
36. Surplus property
(1) At the first general meeting of the association, the association shall pass a special resolution nominating:
(a) another association for the purpose of paragraph 92(1)(a) of the Act; or
(b) a fund, authority or institution for the purpose of paragraph 92(1)(b) of the Act, in which it is to vest its surplus property in the event of the dissolution or winding up of the association.
(2) An association nominated under paragraph (1)(a) must fulfil the requirements specified in subsection 92(2) of the Act.
37. Provision for the Common Seal
(1) The Common Seal of the association shall be in the form of a rubber stamp inscribed with the name "Muse Incorporated" and the words "Common Seal". The Seal of the association shall not be affixed to any instrument except by the authority of the Board and affixing shall be attested by the signatures of two members of the Board.
38. Winding Up
(1) If more than 51 per cent of the voting members of the association so determine at a General Meeting, at which due notice of the winding up has been given, the association shall be wound up.
(2) If upon the winding-up or dissolution of the association, there remains after satisfaction of all its debts and liabilities, any property, the property shall not be paid to or distributed among its members, but shall be given or transferred to some other organisation or organisations having objects similar to the objects of this association, and whose rules shall prohibit the distribution of its or their income among its or their members, such organisations to be eligible for tax deductibility of donations under subdivision 30-B of the Income Tax Assessment Act 1997.
(3) In the event of its being wound up or dissolved; ever member of the association shall not be liable to contribute any amount for payment of the debts and liabilities of the association and costs, charges and expenses of winding up.
39. Amendment to Constitution
(1) Subject to the Associations Incorporation Act 1991, Muse may, by special resolution, alter its Constitution in whole or in part.
40. Public Officer
(1) The Board shall appoint a person of at least 18 years of age and who resides in the Australian Capital Territory to be the Public Office in accordance with the Act in particular regulation 57, 58, 59 and 64.
(
2) If the office of Public Officer becomes vacant the Board shall within 14 days after the vacancy occurred, appoint some other person to be the Public Officer in their place in accordance with the Act.
APPENDIX 1
muse inc.
7 Pirie Street
Fyshwick, ACT, 2609
Ph: (02) 6162 0072
Fax: (02) 6162 0073
Email: editor@artlook.com.au
NOMINATION FORM
I, .....................…………... being a financial member of Muse Incorporated, nominate ................ (also a financial member of Muse Inc) for a position on the Muse Inc. Management Committee, the election for which is to be held
at the association’s Annual General Meeting on ……………….. (date) at ..................(am/pm).
NOMINATED: ________________________
Ordinary Member c Chair c Deputy Chair cTreasurer c Secretary c
SECONDED: ________________________
ACCEPTED: .
APPENDIX 2
FORM OF APPOINTMENT AS PROXY
Sub-rule 30 (2)
I .....................................................
(full name)
of ....................................................
(address)
being a member of .....................................
(name of association)
hereby appoint ........................................
(full name of proxy)
of ....................................................
(address)
being a member of Muse Incorporated, as my proxy to vote for me on my behalf at the general meeting of the association (annual general meeting or other general meeting, as the case may be) to be held on the ...............................day of .......... 20….
* My proxy is authorised to vote in favour of/against (delete as appropriate) the resolution (insert details).
..................................
(Signature of member appointing proxy)
Date .............................
(* to be inserted if desired)
