Home

OZeWAI Incorporation Constitution

Rules of OZeWAI

As an incorporated association

Under the Associations Incorporation Act 1981 (Vic) Schedule 4

Table of rules

  1. Name
  2. Definitions
  3. Alteration of the rules
  4. Membership, entry fees and subscription
  5. Register of members
  6. Ceasing membership
  7. Discipline, suspension and expulsion of members
  8. Disputes and mediation
  9. Annual general meetings
  10. Special general meetings
  11. Special business
  12. Notice of general meetings
  13. Quorum at general meetings
  14. Presiding at general meetings
  15. Adjournment of meetings
  16. Voting at general meetings
  17. Poll at general meetings
  18. Manner of determining whether resolution carried
  19. Proxies
  20. Committee of management
  21. Office holders
  22. Ordinary members of the committee
  23. Election of officers and ordinary committee members
  24. Vacancies
  25. Meetings of the committee
  26. Notice of committee meetings
  27. Quorum for committee meetings
  28. Presiding at committee meetings
  29. Voting at committee meetings
  30. Removal of committee member
  31. Minutes of meetings
  32. 32. Funds
  33. 33. Seal
  34. 34. Notice to members
  35. 35. Winding up
  36. 36. Custody and inspection of books and records
  37. 37. Objects
  38. 38. Income and property of the association
  39. 39. Technology for meetings
  40. 40. Circulating Resolutions
  41. 41. Foundation members
  42. 42. Partners and sponsorships

Table of appendices

Appendix 1:  Application for membership of OZeWAI

Appendix 2: Form of appointment of proxy for meeting of association convened under rule 7(7)

Appendix 3: Form of appointment of proxy

Appendix 4: Schedule of fees

Appendix 5: Foundation members of OZeWAI

Appendix 6:  Example of Memorandum of Understanding / agreement for conference partners

Appendix 7:  Example of Memorandum of Understanding / agreement for sponsors

1. Name

(1) The name of the incorporated association is OZeWAI (in these Rules called "the Association").

2. Definitions

(1) In these Rules, unless the contrary intention appears—

Constitution means these rules of the association;

OZeWAI is the registered business name of the Association;

OZeWAI may stand for Australian Web Accessibility Initiative or Australian Web Adaptability Initiative;

committee means the committee of management of the Association;

financial year means the year ending on 30 December;

general meeting means a general meeting of members convened in accordance with rule 12;

member means a member of the Association;

ordinary member of the committee means a member of the committee who is not an officer of the Association under rule 21;

‘Regulations’ means regulations under the Act;

relevant documents has the same meaning as in the Act;

The Act means the Associations Incorporation Act 1981 (Vic);

Law means the Associations Incorporation Act 1981 (Vic) and includes any amendment or re-enactment of it or any legislation passed in substitution for it;

One gender includes the others;

The singular includes the plural and the plural includes the singular;

A person includes a body corporate;

An expression has in this Constitution the same meaning as in the law;

'including' and similar expressions are not words of limitation;

Headings are for convenience only and do not form part of this Constitution or affect its interpretation;

‘Objects’ means the statement of purposes of the association which are provided in rule 37;

sponsor means a person or organisation providing some support to the association;

Conference partner means a person or organisation that is partnering with the association to assist and support the annual OZeWAI conference in a substantial way.

(2) If an expression is given different meanings for the purposes of different provisions of the law, the expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the law, the same meaning as in that provision of the law.

(3) In these Rules, a reference to the Secretary of an Association is a reference—

(a) if a person holds office under these Rules as Secretary of the Association—to that person; and

(b) in any other case, to the public officer of the Association.

3. Alteration of the rules

(1) These Rules and the statement of purposes of the Association must not be altered except in accordance with the Act.

4. Membership, entry fees and subscription

(1) A person who applies and is approved for membership as provided in these Rules is eligible to be a member of the Association on payment of the entrance fee and annual subscription payable under these Rules.

(2) A person who is not a member of the Association at the time of the incorporation of the Association (or who was a member at that time but has ceased to be a member) must not be admitted to membership unless—

(a) he or she applies for membership in accordance with subrule (3); and

(b) the admission as a member is approved by the committee.

(3) An application of a person for membership of the Association must—

(a) be made in writing in the form set out in Appendix 1;

(b) be accompanied by the appropriate membership fee, and

(c) be lodged with the Secretary of the Association.

(4) As soon as practicable after the receipt of an application, the Secretary must refer the application to the committee.

(5) The committee must determine whether to approve or reject the application.

(6) If the committee approves an application for membership, the Secretary must, as soon as practicable—

(a) notify the applicant in writing of the approval for membership; and

(b) issue a receipt for the sum payable under these Rules as the entrance fee and the annual subscription.

(7) The Secretary must, within 28 days after receipt of the amounts referred to in subrule (6), enter the applicant's name in the register of members.

(8) An applicant for membership becomes a member and is entitled to exercise the rights of membership when his or her name is entered in the register of members.

(9) If the committee rejects an application, the committee must, as soon as practicable, notify the applicant in writing that the application has been rejected.

(10) A right, privilege, or obligation of a person by reason of membership of the Association—

(a) is not capable of being transferred or transmitted to another person; and

(b) terminates upon the cessation of membership whether by death or resignation or otherwise.

(11) The entrance fee is the relevant amount set out in Appendix 4.

(12) The annual subscription is the relevant amount set out in Appendix 4 and is payable in advance on or before 1 July in each year.

(13) Foundation members referred to in Appendix 5 are deemed honorary and life members of OZeWAI and shall not be subject to any fees for membership.

(14) An organisation is eligible to join as a member of the association and shall be referred to as an organisational member and shall be subject to the fees for organisational members in Appendix 4.

(15) The committee, by a vote at a meeting, may agree to invite a person to become a member of the association as an honorary member.

(16) Honorary members of the association will be the same as ordinary members except:

(a) Honorary members will be subject to the fees for honorary members set out in Appendix 4.

(a) Honorary members need only to accept their invitation from the committee and thus do not need to be seconded or otherwise nominated for membership.

(17) Only individual persons, not organisations, may be honorary members of the association.

5. Register of members

(1) The Secretary must keep and maintain a register of members containing—

(a) the name and address of each member; and

(b) the date on which each member's name was entered in the register.

(c) The class of membership (ordinary, honorary or organisational) as determined by the Committee.

(d) Any other information that a member chooses to provide.

(2) Other information referred to in subrule (1)(d) may include, but is not limited to, information about a member’s relevant experience and knowledge in fields of endeavour related to the association and its work.

(3) The register is available for inspection free of charge by any member upon request but is not automatically available to anyone who is not a member of the association.

(4) A member may make a copy of entries in the register but may not disclose information in the register to anyone who is not a member of the association without first obtaining consent from the relevant party or parties whose information would be disclosed.

(5) Each Member must notify the Secretary in writing of any change in that person's name, address, phone number, facsimile number or electronic mail address within 1 month after the change.

(6) Each member’s privacy must be respected and contact information of a member must not be disclosed outside the association without express permission from the member.

(7) A member of the association may choose to have their name and contact information listed or otherwise made available to the public in order to identify themselves as belonging to the association.

(8) With express permission from each member, the association may choose to provide information about members within a public forum such as a web site in order to facilitate external identification of the members of the association.

6. Ceasing membership

(1) A member of the Association who has paid all moneys due and payable by a member to the Association may resign from the Association by giving one month's notice in writing to the Secretary of his or her intention to resign.

(2) After the expiry of the period referred to in subrule (1)—

(a) the member ceases to be a member; and

(b) the Secretary must record in the register of members the date on which the member ceased to be a member.

7. Discipline, suspension and expulsion of members

(1) Subject to these Rules, if the committee is of the opinion that a member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association, the committee may by resolution—

(a) suspend that member from membership of the Association for a specified period; or

(b) expel that member from the Association; or

(c)  fine that member an amount not exceeding $500

(2) A resolution of the committee under subrule (1) does not take effect unless—

(a) at a meeting held in accordance with subrule (3), the committee confirms the resolution; and

(b) if the member exercises a right of appeal to the Association under this rule, the Association confirms the resolution in accordance with this rule.

(3) A meeting of the committee to confirm or revoke a resolution passed under subrule (1) must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with subrule (4).

(4) For the purposes of giving notice in accordance with subrule (3), the Secretary must, as soon as practicable, cause to be given to the member a written notice—

(a) setting out the resolution of the committee and the grounds on which it is based; and

(b) stating that the member, or his or her representative, may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after the notice has been given to that member; and

(c) stating the date, place and time of that meeting; and

(d) informing the member that he or she may do one or both of the following—

(i) attend that meeting;

(ii) give to the committee before the date of that meeting a written statement seeking the revocation of the resolution; and

(e) informing the member that, if at that meeting, the committee confirms the resolution, he or she may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.

(5) At a meeting of the committee to confirm or revoke a resolution passed under subrule (1), the committee must—

(a) give the member, or his or her representative, an opportunity to be heard; and

(b) give due consideration to any written statement submitted by the member; and

(c) determine by resolution whether to confirm or to revoke the resolution.

(6) If at the meeting of the committee, the committee confirms the resolution, the member may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.

(7) If the Secretary receives a notice under subrule (6), he or she must notify the committee and the committee must convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.

(8) At a general meeting of the Association convened under subrule (7)—

(a) no business other than the question of the appeal may be conducted; and

(b) the committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; and

(c) the member, or his or her representative, must be given an opportunity to be heard; and

(d) the members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked.

(9) A resolution is confirmed if, at the general meeting, not less than two-thirds of the members vote in person, or by proxy, in favour of the resolution.  In any other case, the resolution is revoked.

8. Disputes and mediation

(1) The grievance procedure set out in this rule applies to disputes under these Rules between—

(a) a member and another member; or

(b) a member and the Association.

(2) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.

(3) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.

(4) The mediator must be—

(a) a person chosen by agreement between the parties; or

(b) in the absence of agreement—

(i) in the case of a dispute between a member and another member, a person appointed by the committee of the Association; or

(ii) in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).

(5) A member of the Association can be a mediator.

(6) The mediator cannot be a member who is a party to the dispute.

(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(8) The mediator, in conducting the mediation, must—

(a) give the parties to the mediation process 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 to the dispute throughout the mediation process.

(9) The mediator must not determine the dispute.

(10) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

9. Annual general meetings

(1) The committee may determine the date, time and place of the annual general meeting of the Association.

(2) The notice convening the annual general meeting must specify that the meeting is an annual general meeting.

(3) The ordinary business of the annual general meeting shall be—

(a) to confirm the minutes of the previous annual general meeting and of any general meeting held since that meeting; and

(b) to receive from the committee reports upon the transactions of the Association during the last preceding financial year; and

(c) to elect officers of the Association and the ordinary members of the committee; and

(d) to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.

(4) The annual general meeting may conduct any special business of which notice has been given in accordance with these Rules.

10. Special general meetings

(1) In addition to the annual general meeting, any other general meetings may be held in the same year.

(2) All general meetings other than the annual general meeting are special general meetings.

(3) The committee may, whenever it thinks fit, convene a special general meeting of the Association.

(4) If, but for this subrule, more than 15 months would elapse between annual general meetings, the committee must convene a special general meeting before the expiration of that period.

(5) The committee must, on the request in writing of members representing not less than 5 per cent of the total number of members, convene a special general meeting of the Association.

(6) The request for a special general meeting must—

(a) state the objects of the meeting; and

(b) be signed by the members requesting the meeting; and

(c) be sent to the address of the Secretary.

(7) If the committee does not cause a special general meeting to be held within one month after the date on which the request is sent to the address of the Secretary, the members making the request, or any of them, may convene a special general meeting to be held not later than 3 months after that date.

(8) If a special general meeting is convened by members in accordance with this rule, it must be convened in the same manner so far as possible as a meeting convened by the committee and all reasonable expenses incurred in convening the special general meeting must be refunded by the Association to the persons incurring the expenses.

11. Special business

(1) All business that is conducted at a special general meeting and all business that is conducted at the annual general meeting, except for business conducted under the rules as ordinary business of the annual general meeting, is deemed to be special business.

12. Notice of general meetings

(1) The Secretary of the Association, at least 14 days, or if a special resolution has been proposed at least 21 days, before the date fixed for holding a general meeting of the Association, must cause to be sent to each member of the Association, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.

(2) Notice may be sent—

(a) by prepaid post to the address appearing in the register of members; or

(b) if the member requests, by facsimile transmission or electronic transmission.

(3) No business other than that set out in the notice convening the meeting may be conducted at the meeting.

(4) A member intending to bring any business before a meeting may notify in writing, or by electronic transmission, the Secretary of that business, who must include that business in the notice calling the next general meeting.

13. Quorum at general meetings

(1) No item of business may be conducted at a general meeting unless a quorum of members entitled under these Rules to vote is present at the time when the meeting is considering that item.

(2) Five members personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting.

(3) If, within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present—

(i) in the case of a meeting convened upon the request of members—the meeting must be dissolved; and

(ii) in any other case—the meeting shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairperson at the time of the adjournment or 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 the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members personally present (being not less than 3) shall be a quorum.

14. Presiding at general meetings

(1) The President, or in the President's absence, the Secretary, shall preside as Chairperson at each general meeting of the Association.

(2) If the President and the Secretary are absent from a general meeting, or are unable to preside, the members present must select one of their number to preside as Chairperson.

15. Adjournment of meetings

(1) The person presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place.

(2) No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.

(3) If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with rule 12.

(4) Except as provided in subrule (3), it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.

16. Voting at general meetings

(1) Upon any question arising at a general meeting of the Association, a member has one vote only.

(2) All votes must be given personally or by proxy.

(3) In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.

(4) A member is not entitled to vote at a general meeting unless all moneys due and payable by the member to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.

17. Poll at general meetings

(1) If at a meeting a poll on any question is demanded by not less than 3 members, it must be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

(2) A poll that is demanded on the election of a Chairperson or on a question of an adjournment must be taken immediately and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the Chairperson may direct.

18. Manner of determining whether resolution carried

(1) If a question arising at a general meeting of the Association is determined on a show of hands—

(a) a declaration by the Chairperson that a resolution has been—

(i) carried; or

(ii) carried unanimously; or

(iii) carried by a particular majority; or

(iv) lost; and

(b) an entry to that effect in the minute record 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.

19.  Proxies

(1) Each member is entitled to appoint another member as a proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

(2) The notice appointing the proxy must be—

(a) for a meeting of the Association convened under rule 7(7), in the form set out in Appendix 2; or

(b) in any other case, in the form set out in Appendix 3.

20. Committee of management

(1) The affairs of the Association shall be managed by the committee of management.

(2) The committee—

(a) shall control and manage the business and affairs of the Association; and

(b) may, subject to these Rules, the Act and the Regulations, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association; and

(c) subject to these Rules, the Act and the Regulations, has power to perform all such acts and things as appear to the committee to be essential for the proper management of the business and affairs of the Association.

(3) Subject to section 23 of the Act, the committee shall include—

(a) the officers of the Association; and

(b) threeordinary members—

each of whom shall be elected at the annual general meeting of the Association in each year.

(4) Subject to section 23 of the Act, the committee shall also include the foundation members of the association.

21.  Office holders

(1) The officers of the Association shall be—

(a) a President; and

(b) a Secretary.

(2) The provisions of rule 23, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices referred to in subrule (1).

(3) Each officer of the Association shall hold office until the annual general meeting next after the date of his or her election but is eligible for re election.

(4) In the event of a casual vacancy in any office referred to in subrule (1), the committee may appoint one of its members to the vacant office and the member appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of the appointment.

22. Ordinary members of the committee

(1) Subject to these Rules, each ordinary member of the committee shall hold office until the annual general meeting next after the date of election but is eligible for re-election.

(2) In the event of a casual vacancy occurring in the office of an ordinary member of the committee, the committee may appoint a member of the Association to fill the vacancy and the member appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting next following the date of the appointment.

23. Election of officers and ordinary committee members

(1) Nominations of candidates for election as officers of the Association or as ordinary members of the committee must be—

(a) made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

(b) delivered to the Secretary of the Association not less than 7 days before the date fixed for the holding of the annual general meeting.

(2) A candidate may only be nominated for one office, or as an ordinary member of the committee, prior to the annual general meeting.

(3) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations may be received at the annual general meeting.

(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

(5) If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held.

(6) The ballot for the election of officers and ordinary members of the committee must be conducted at the annual general meeting in such manner as the committee may direct.

24. Vacancies

The office of an officer of the Association, or of an ordinary member of the committee, becomes vacant if the officer or member—

(a) ceases to be a member of the Association; or

(b) becomes an insolvent under administration within the meaning of the Corporations Act; or

(c) resigns from office by notice in writing given to the Secretary.

25. Meetings of the committee

(1) The committee must meet at least 3 times in each year at such place and such times as the committee may determine.

(2) Special meetings of the committee may be convened by the President or by any 4 members of the committee.

26. Notice of committee meetings

(1) Written notice of each committee meeting must be given to each member of the committee at least 2 business days before the date of the meeting.

(2) Written notice must be given to members of the committee of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting.

27. Quorum for committee meetings

(1) Any 4 members of the committee constitute a quorum for the conduct of the business of a meeting of the committee.

(2) No business may be conducted unless a quorum is present.

(3) If within half an hour of the time appointed for the meeting a quorum is not present—

(i) in the case of a special meeting—the meeting lapses;

(ii) in any other case—the meeting shall stand adjourned to the same place and the same time and day in the following week.

(4) The committee may act notwithstanding any vacancy on the committee.

28. Presiding at committee meetings

(1) At meetings of the committee—

(a) the President or, in the President's absence, the Secretary presides; or

(b) if the President and the Secretary are absent, or are unable to preside, the members present must choose one of their number to preside.

29. Voting at committee meetings

(1) Questions arising at a meeting of the committee, or at a meeting of any subcommittee appointed by the committee, shall be determined on a show of hands or, if a member requests, by a poll taken in such manner as the person presiding at that meeting may determine.

(2) Each member present at a meeting of the committee, or at a meeting of any subcommittee appointed by the committee (including the person presiding at the meeting), is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

30. Removal of committee member

(1) The Association in general meeting may, by resolution, remove any member of the committee before the expiration of the member's term of office and appoint another member in his or her place to hold office until the expiration of the term of the first-mentioned member.

(2) A member who is the subject of a proposed resolution referred to in subrule (1) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.

(3) The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting.

31. Minutes of meetings

(1) The Secretary of the Association must keep minutes of the resolutions and proceedings of each general meeting, and each committee meeting, together with a record of the names of persons present at committee meetings.

(2) The Secretary of the association may delegate the task of minute taking to any other member of the committee, though it remains the responsibility of the Secretary of the association to manage and maintain records as described in subrule (1).

32. Funds

(1) The Secretary of the Association must—

(a) collect and receive all moneys due to the Association and make all payments authorised by the Association; and

(b) keep 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.

(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two members of the committee.

(3) The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the committee determines.

33. Seal

(1) The common seal of the Association must be kept in the custody of the Secretary.

(2) The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures either of two members of the committee or, of one member of the committee and of the public officer of the Association.

34. Notice to members

Except for the requirement in rule 12, any notice that is required to be given to a member, by or on behalf of the Association, under these Rules may be given by—

(a) delivering the notice to the member personally; or

(b) sending it by prepaid post addressed to the member at that member's address shown in the register of members; or

(c) facsimile transmission, if the member has requested that the notice be given to him or her in this manner; or

(d) electronic transmission, if the member has requested that the notice be given to him or her in this manner.

35. Winding up

(1) In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association must be disposed of by donation to a charitable organisation as determined by the Committee.

36. Custody and inspection of books and records

(1) Except as otherwise provided in these Rules, the Secretary must keep in his or her custody or under his or her control all books, documents and securities of the Association.

(2) All accounts, books, securities and any other relevant documents of the Association must be available for inspection free of charge by any member upon request.

(3) A member may make a copy of any accounts, books, securities and any other relevant documents of the Association.

37. Objects

(1) The objects for which the Association is established are to:

(a) Advance the progress, welfare, and development of inclusion of information and services in Australia following the United Nations Convention on the Rights of People with Disabilities;

(b) Provide physical and online forums for discussion of matters affecting the providers and users of information and communication technologies including by the provision of conferences, workshops, and meetings, supported by appropriate technology and communications;

(c) Research and disseminate information and provide education relating to the accessibility of online resources and services;

(d) Represent the community in discussions with Federal, State and Municipal Governments relating to increased inclusion of resources and services;

(e) Support a network of publishers and users concerned with technologies, techniques and education related to improving the inclusion of online resources and services;

(f) Encourage and foster community activities supporting improvements in the accessibility of online resources and services;

(g) Research and develop practices, techniques and technologies to increase accessibility;

(h) Research, develop, publish and sell repair, transformation, teaching, testing and certification resources and services for accessibility;

(i) Engage in activities designed to standardise practices, techniques and technologies to improve the accessibility of online resources and services and;

(j) Promote such other charitable, public educational and social objectives as the Members may from time to time approve.

38. Income and property of the association

(1) The Association must pursue charitable purposes only and must apply its income in promoting those purposes.  In doing so the Association shall not make any payments or distributions to its members. The income and property of the Association, from wherever it is derived, must be applied solely towards the promotion of the objects of the Association set out in rule 37. No portion of the income or property of the Association may be paid directly or indirectly by way of bonus or otherwise to the Members of the Association.

(2) Subrule (1) does not prevent:

(a) the payment in good faith of remuneration to any Officer, servant or Member of the Association in return for any services actually rendered to the Association or for goods supplied in the ordinary and usual way of business;

(b) the reimbursement of expenses incurred by any Member on behalf, and at the request of, the Association.

39. Technology for meetings

(1) Any meeting may be held using any combination of technology consented to by all members qualified and intending to attend that meeting. The consent may be a standing one.

(2) A member may only withdraw the consent within a reasonable period before the meeting.

(3) If a meeting is held using any technology and all the intending members take part in the meeting, they shall be deemed to have consented to the use of the technology for that meeting. The following provisions apply to a meeting:

(a) if the meeting involves simultaneous participation, each of the members taking part in the meeting must be able to hear and be heard by each of the other members taking part in the meeting; and

(b) at the commencement of the meeting each member must announce his or her presence to all the other members taking part in the meeting. A member may not leave a meeting by disconnecting his or her link to the meeting unless that member has previously notified the Chair of the meeting.

(c) If the meeting is asynchronous, all members must be notified of the meeting, receive all relevant documentation and respond to formal requests for resolution as soon as possible.

(4) If the Secretary is not participating in a meeting one of the members must take minutes of the meeting. A member is conclusively presumed to have been present and to have formed part of a quorum at all times during a meeting unless that member has previously obtained the express consent of the Chair to leave or not participate in the meeting.

40. Circulating Resolutions

(1) A meeting may pass a resolution without a meeting being held if all the members entitled to vote on the resolution, except a member who has not left a facsimile number or electronic mail address at which he or she may be given notice, sign a document containing a statement that he or she is in favour of the resolution set out in the document.

(2) Separate copies of a document may be used for signing by members if the wording of the resolution and statement is identical in each copy.

(3) The resolution is passed when the last member signs.

(4) A facsimile or electronic mail addressed to or received by the Association and purporting to be signed or sent by a member for the purpose of this Rule 40 must be treated as a document in writing signed by that Member.

41. Foundation members

(1) Members named in Appendix 5 shall be deemed to be foundation members and members of the Committee so long as they choose to participate in this role.

(2) Foundation members shall be eligible for election as officers of the Association.

(3) Foundation members are also honorary members.

42. Partners and sponsorships

(1) The association may engage with sponsors (minor or major) for the annual OZeWAI conference or for any other activities of the association from time to time.

(2) The rules of engagement with a sponsor shall be determined by a memorandum of understanding or a contractual agreement (see Appendix 7 for an example) between the committee of the association and the sponsor which will ordinarily involve financial contribution by the sponsor, in return for which they may receive benefits such as the following examples:

(a) Branding opportunities within communications of the association related to the matters or events for which the sponsor is sponsoring;

(b) free or low costsattendance at the events for which the sponsor is sponsoring,

where the extent of benefits that are agreed upon by the committee of the association are commensurate with the extent of sponsorship – major or minor – that is being provided by the sponsor.

(3) The association may engage with a conference partner in order to support the annual OZeWAI conference.

(4) The rules of engagement with the conference partner shall be determined by a memorandum of understanding or a contractual arrangement (see Appendix 6 for an example) between the committee of the association and the conference partner which may include arrangements such as:

(a) financial contribution to the conference by the conference partner;

(b) Collaboration in running and organising the conference;

(c) Collaboration in managing websites and electronic communication forums for the conference;

(d) opportunities for the conference partner to market and promote their services and communicate other materials through the avenues of communication related to the conference;

(e) a position on the conference organising subcommittee for the conference partner;

(f) free or reduced cost attendance at the conference for the conference partner;

(g) other in-kind contributions and collaborations as agreed between the committee of the association and the conference partner.

(5) A conference partner may also be a sponsor of the association and a sponsor of the association may also be a conference partner.

(6) Any agreed exclusivity associated with a conference partner does not preclude the association from also having ordinary sponsors for the conference and for any other activities of the association.

(7) Any agreed exclusivity associated with a sponsor does not preclude the association from also having a conference partner for a given OZeWAI annual conference.

(8) Conference partners and sponsors shall not have access to the lists of members of the association or any other lists of people involved with any of the activities of the association without:

(i) express permission from those people, and;

(ii) agreement from the committee of the association.

(9) The conduct of conference partners and sponsors and the terms of any memoranda of understanding must not be contradictory to the rules of the association, and in particular must be coherent and consistent with the objects of the association set out in rule 37.


Appendix 1:  Application for membership of OZeWAI

I, _________________ of _________________ desire to become a member of OZeWAI.

[insert name and address]

In the event of my admission as a member, I agree to be bound by the rules of the Association for the time being in force.

Signature of Applicant: ______________________________

Date: ________ / ________ / ________


Appendix 2: Form of appointment of proxy for meeting of association convened under rule 7(7)

I, _________________ of _________________, a member of OZeWAI, appoint

[insert name and address]

_________________ of _________________, being a member of OZeWAI,

[insert name and address of proxy holder]

as my proxy to vote on my behalf at the appeal to the general meeting of the Association convened under rule 7(7), to be held on:

________ / ________ / ________, and at any adjournment of that meeting.

[insert date]

I authorise my proxy to vote on my behalf at their discretion in respect of the following resolution:

_________________________________________________________

_________________________________________________________

[insert details of resolution passed under rule 7(1)]

Signed: ______________________________

Date: ________ / ________ / ________


Appendix 3: Form of appointment of proxy

I, _________________ of _________________, a member of OZeWAI, appoint

[insert name and address]

_________________ of _________________, being a member of OZeWAI,

[insert name and address of proxy holder]

as my proxy to vote on my behalf at the *annual/*special general meeting of the Association to be held on:

________ / ________ / ________, and at any adjournment of that meeting.

[insert date]

My proxy is authorised to vote in favour of/*against the following resolution:

_________________________________________________________

_________________________________________________________

[insert details of resolution]

Signed: ______________________________

Date: ________ / ________ / ________


Appendix 4: Schedule of fees

Entrance fee for ordinary members: $10

Annual subscription fee for ordinary members: $10

(Note that the entrance fee does not contain the first annual fee.  Thus, in the first year the total payable is $20)

Entrance fee for honorary members: $0

Annual subscription fee for honorary members: $0

Entrance fee for foundational members: $0

Annual subscription fee for foundational members: $0

Entrance fee for organisational members: $100

Annual subscription fee for organisational members: $100

(Note that the entrance fee does not contain the first annual fee.  Thus, in the first year the total payable is $200)


Appendix 5: Foundation members of OZeWAI

The following people are foundation members of OZeWAI:

Charles Nevile

Liddy Nevile

Jonathan O'Donnell

Mathew Mirabella

Sarah Pulis

Peter Batchelor


Appendix 6:  Example of Memorandum of Understanding / agreement for conference partners

Memorandum of Understanding (MOU) / Agreement

Between

OZeWAI

and

[insert name of Party B]

This is an agreement between “Party A”, hereinafter called OZeWAI and “Party B”, hereinafter called [insert name of Party B]

1. Purpose

The purpose of this MOU / agreement is to clearly identify the roles and responsibilities of

each party as they relate to conference partnership for the annual OZeWAI conference

2. Scope

The scope of this MOU / agreement is to cover the OZeWAI conference for;

[Insert date and year]

and by reference to the effective dates included in rule 8 of this MOU / agreement, this MOU  / agreement shall operate over the preparation time leading up to the conference.

3. Background

Brief description of agencies involved in the MOU / agreement with mention of any current/historical ties and a description of the conference and potential mutual benefits of involvement.

4. Party A responsibilities under this MOU / agreement

Party A shall undertake the following activities: …

Collaboration in running and organising the conference;

Collaboration in managing websites and electronic communication forums for the conference;

5. Party B responsibilities under this MOU / agreement

Party B shall undertake the following activities: …

Collaboration in running and organising the conference;

Collaboration in managing websites and electronic communication forums for the conference;

6. Party A benefits under this MOU / agreement

Party A shall receive the following benefits: …

A financial contribution from party B to the value of [x]

7. Party B benefits under this MOU / agreement

Party B shall receive the following benefits: …

Opportunities to market and promote their services and communicate other materials through the avenues of communication related to the conference;

a position on the conference organising subcommittee for the conference partner;

Reduced cost attendance at the conference

8. Understanding

IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES  THAT: …

9. Funding

This MOU / agreement does (does not) include the reimbursement of funds between the two parties.

10. Effective date

This MOU / agreement shall be effective upon the signature of Parties A and B authorized officials. It shall be in force from

[insert date]   To       [insert date]

It is understood that these dates are intended to cover an appropriate amount of time leading up to the conference to be held at:

[insert date of conference]

Parties A and B indicate agreement with this MOU / agreement by their signatures.

I, _________________ of _________________, an authorised official of party A,

[insert name and address]

Authorise and endorse this MOU / agreement on behalf of party A.

Signed: ______________________________

Date: ________ / ________ / ________

I, _________________ of _________________, an authorised official of party B,

[insert name and address]

Authorise and endorse this MOU / agreement on behalf of party B.

Signed: ______________________________

Date: ________ / ________ / ________


Appendix 7:  Example of Memorandum of Understanding / agreement for sponsors

Memorandum of Understanding (MOU) / Agreement

Between

OZeWAI

and

[insert name of Party B]

This is an agreement between “Party A”, hereinafter called OZeWAI and “Party B”, hereinafter called [insert name of Party B]

1. Purpose

The purpose of this MOU / agreement is to clearly identify the roles and responsibilities of

each party as they relate to sponsorship for OZeWAI, either the annual OZeWAI conference or other activities of the association.

2. Scope

The scope of this MOU / agreement is to cover sponsorship for: …

3. Background

Brief description of agencies involved in the MOU / agreement with mention of any current/historical ties and a description of the conference and potential mutual benefits of involvement.

4. Party A responsibilities under this MOU / agreement

Party A shall undertake the following activities: …

5. Party B responsibilities under this MOU / agreement

Party B shall undertake the following activities: …

Agreement to be a major / minor sponsor of party A

6. Party A benefits under this MOU / agreement

Party A shall receive the following benefits: …

A financial contribution from party B to the value of $500 or $1000 depending on whether party B is a major sponsor or a minor sponsor.

7. Party B benefits under this MOU / agreement

Party B shall receive the following benefits: …

Opportunities to market and promote their services and communicate other materials through the avenues of communication related to the conference;

8. Understanding

IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES  THAT: …

_________________________________________________________

_________________________________________________________

_________________________________________________________

9. Funding

This MOU / agreement does (does not) include the reimbursement of funds between the two parties.

10. Effective date

This MOU / agreement shall be effective upon the signature of Parties A and B authorized officials. It shall be in force from

[insert date]   To       [insert date]

Parties A and B indicate agreement with this MOU / agreement by their signatures.

I, _________________ of _________________, an authorised official of party A,

[insert name and address]

Authorise and endorse this MOU / agreement on behalf of party A.

Signed: ______________________________

Date: ________ / ________ / ________

I, _________________ of _________________, an authorised official of party B,

[insert name and address]

Authorise and endorse this MOU / agreement on behalf of party B.

Signed: ______________________________

Date: ________ / ________ / ________

Additional information