Constitution and Rules of Reverse Garbage Co-operative Ltd. including the Reverse Garbage Environment Fund

Adopted at the Annual General Meeting of the Co-operative November 2016

Part 1 Preliminary

1. Application of these rules

These rules are the rules of Reverse Garbage Co-operative Ltd.

2. Definitions

1. In these rules:

ballot paper means a ballot paper in paper or electronic form

basic minimum financial statements means the financial statement required of a small co-operative under the National Regulations

board means the board of the co-operative

CNL is a reference to the Co-operatives National Law as applying in this jurisdiction.

environment/environmental refers to the natural environment

director means a director of the co-operative

member means a member of the co-operative

director see section 174 of the Law and rule 37

standard postal times means the times when properly addressed and prepaid letters would be delivered in the ordinary course of post

the co-operative means Reverse Garbage Co-operative Ltd

the Law means the Co-operatives National Law as applying in this jurisdiction

the National Regulations means the Co-operatives National Regulations as applying in this jurisdiction

2. Except so far as the contrary intention appears in these rules, words and expressions used in these rules have the same meanings as they have, from time to time, in the Law or relevant provisions of the Law.

3. Name of the co-operative (CNL ss220-222 & 224)

The name of the co-operative is Reverse Garbage Co-operative Limited.

4. Registered Offices of the Co-operative

The registered office of Reverse Garbage is Hut 8, 142 Addison Road, Marrickville NSW, 2204.

5. Purpose and Objects

Purpose:

Reverse Garbage Co-operative is established to protect and enhance the natural environment by educating individuals, communities and businesses about the value of conserving resources through waste avoidance, waste minimization and life-long resource use.

Reverse Garbage Co-operative members recognise the detrimental impact that excessive resource use and waste has on the natural environment. The Co-operative and it’s members seek to contribute to protecting and enhancing the natural environment by fulfilling the aims, and promoting the objectives of Reverse Garbage Co-operative.

In particular, Reverse Garbage seeks to contribute to a culture of environmental responsibility in the community and among businesses in order to ensure a sustained approach to protecting and enhancing the natural environment into the future.

Aims:

1. To work co-operatively with all interested parties to achieve waste minimisation through promotion of life-long use of resources, and reuse of waste materials in order to preserve and protect the natural environment.
2. To implement active education programs and mutual benefit projects with the community, education, industry and Government. These programs focus on decreasing human impact on the natural environment by changing patterns of behaviour in industry and the community regarding materials usage, organisational procedures and government legislation.
3. To be a democratic, social enterprise committed to internationally accepted principles of cooperation, creating a framework for active involvement of members, and encouraging the participation of stakeholders.

Objectives:

1. To provide advice, services and products which foster increasing environmental responsibility and sustainable resource management processes in industry, government and communities.
2. To foster the development of recycling practices in the community through the provision of clean industrial waste and associated advocacy and education programs promoting long life use of waste materials, environmentally responsible procedures and resource efficient packaging.
3. To develop education and training programs for community, government and industry to promote and support environmentally responsible and creative practices in resource management.
4. To establish and maintain a public fund to be called the Reverse Garbage Environment Fund the specific purpose of supporting the environmental objects and purposes of Reverse Garbage Co-operative Ltd. The Fund is established to receive all gifts of money or property for this purpose and any money received because of such gifts must be credited to its bank account. The Fund must not receive any other money or property into its account and it must comply with subdivision 30-E of the Income Tax Assessment Act 1997.
5. To enter into collaborative business ventures with, and provide support to communities in other regions establishing similar environmental co-operative activities.
6. To seek to achieve its aims in collaboration with individuals, businesses, other co-operatives and organisations, both nationally and internationally.

Principles:

1. To provide education and training, advocacy and opportunity for individuals, communities, companies and governments to behave with environmental responsibility to decrease our impact on the environment.
2. To utilise contacts, knowledge and access to advocate minimisation of waste in industry through productive recycling of waste, either by community or industry, brokerage of current waste materials in volumes too great for our use, support of product development utilising current waste materials for the duration of their existence and advocacy of waste minimisation in the industrial process to industry and government.
3. To practice exemplary behaviour in our own packaging and manufacturing processes and actively educate our customers to do likewise.
4. To seek to support the development of innovative reusable packing systems.
5. To encourage the use of Reverse Garbage products for long life products.
6. At no time, to allow the demand for a particular reusable materials to compromise the aim of minimising output of such materials at the source.
7. To maintain open and honest relationships with suppliers, in relation to the use of their waste.
8. To seek agreement from suppliers of any materials which we “value add”.
9. To price our services to ensure the financial autonomy of our core activity.
10. To create opportunities for our members to participate fully in the co-operative and its benefits.
11. To seek to create employment opportunities through our programs.
12. To work in co-operation with other agencies and organisations, and particularly other co-operatives in the achievement of our goals.
13. To advocate for and support the development of similar co-operative enterprises managed by local communities in other regions in New South Wales.
14. To develop links and partnership projects with recycling and reuse social enterprises in Australia and internationally.

Part 2  Membership

DIVISION 1 MEMBERSHIP GENERALLY

6. Active membership provisions (CNL ss112(2), 144, 148 & 156–166)

1. Primary activity For the purposes of Part 2.6 of the Law, the primary activities of the co-operative are:
   1. The collection and distribution of reusable industrial offcuts and discards and reject materials to provide affordable materials to the community for a range of purposes, especially as educational resources;
   2. To encourage the creative and practical, extended life reuse of these materials; and
   3. To promote awareness of waste minimisation and environmentally responsible practices.
2. Active membership requirements To establish and maintain active membership of the co-operative, a member must:
   1. pay the annual membership fee, of not more than $25, to be determined from time to time by the members and published at the registered office or on the website of the co-operative.

6 (a). Membership Eligibility

A person is eligible to apply for membership of Reverse Garbage if they:

1. support the purpose of Reverse Garbage and agree with its aims, objectives and principles
2. are able to use or contribute to the services of the co-operative

7. Membership applications

1. Applications for membership must be lodged at the registered office in the application form approved by the board, and should be accompanied by payment of any applicable entry fee or subscription set under rule 6.
2. Every application must be considered by the board.
3. If the board approves of the application, the applicant’s name and any other information required under the Law must be entered in the register of members within 28 days of the board’s approval.
4. The applicant must be notified in writing of the entry in the register and the applicant is then entitled to the privileges attaching to membership.
5. The board may, at its discretion, refuse an application for membership.
6. The board need not assign reasons for the refusal. On refusal any amounts accompanying the application for membership must be refunded within 28 days without interest.

8. Cessation of membership (CNL s117)

A person ceases to be a member in either of the following circumstances:

1. if the membership ceases in any circumstances specified in section 117 of the Law;
2. if the member no longer qualifies for membership under rule 5.

9. Expulsion of members (CNL s117)

1. A member may be expelled from the co-operative by special resolution to the effect:
   1. that the member has seriously or repetitively failed to discharge the member’s obligations to the co-operative under these rules or a contract entered into with the co-operative under section 125 of the Law; or
   2. that the member has acted in a way that has:
      1. prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or
      2. brought the co-operative into disrepute; or
      3. been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.
2. Written notice of the proposed special resolution must be given to the member at least 28 days before the date of the meeting at which the special resolution is to be moved, and the member must be given a reasonable opportunity of being heard at the meeting.
3. At the general meeting when the special resolution for expulsion is proposed the following procedures apply:
   1. at the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross-examine witnesses called against the member;
   2. if the member fails to attend at the time and place mentioned, without reasonable excuse, the member’s alleged conduct must be considered and the co-operative may decide on the evidence before it, despite the absence of the member;
   3. once the alleged conduct is considered, the co-operative may decide to expel the member concerned;
   4. the co-operative must not make a decision on the alleged conduct or on expulsion, except by vote by secret ballot of the members present  and entitled to vote;
   5. a motion for the decision is not taken to be passed unless two-thirds of the members present vote in favour of the motion.
4. An expelled member must not be re-admitted as a member unless the re-admission is approved by special resolution.

10. Resignation of members (CNL s117)

A member may resign from a co-operative by giving 14 days notice in writing in the form approved by the board.

11. Monetary consequences of expulsion or resignation (CNL s128)

1. If a member is expelled or resigns from the co-operative, all amounts owing by the former member to the co-operative become immediately payable in full.
2. Subject to section 128 of the Law, payment to the expelled or resigning member of any amount owing by the co-operative to the former member:
   1. must be made at the time decided by the board but within one year from the date of expulsion or resignation; or
   2. may be applied at the time decided by the board, but within one year from the date of expulsion or resignation, in the manner set out in section 128 of the Law, if there is agreement by the board and former member or if the board considers that repayment would adversely affect the financial position of the co-operative.

12. Suspension of members

1. The co-operative may suspend a member for not more than one year, who does any of the following:
   1. contravenes any of these rules;
   2. fails to discharge obligations to the co-operative, whether under these rules or a contract;
   3. acts detrimentally to the interests of the co-operative.
2. In order to suspend a member, the procedure for expulsion of a member set out in rule 9 is to be followed as if references to expulsion were references to suspension.
3. During the period of suspension, the member:
   1. loses any rights arising as a result of membership;  and
   2. is not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the co-operative.

DIVISION 2 DISPUTE RESOLUTION

13. Disputes and mediation (CNL s129)

1. The grievance procedure set out in this rule applies to disputes under these rules between:
   1. a member and another member; or
   2. a member (including a former member) and the co-operative.
2. If a dispute arises, a party cannot commence any court or arbitration proceedings relating to the dispute unless it has complied with the provisions of this rule, except where a person seeks urgent interlocutory relief.
3. The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of:
   1. the dispute coming to the attention of each party; or
   2. a party giving notice, to each of the other parties involved, of the dispute or grievance.
4. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.
5. The mediator is, where possible, to be a person chosen by agreement between the parties, but in the absence of agreement between the parties:
   1. for a dispute between a member and another member, a person appointed by the board; or
   2. for a dispute between a member (including a former member) and the co-operative, a person appointed by a mediation service accredited by the Australian Mediation Association.
6. The mediator may (but need not) be a member of the co-operative, unless the member 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:
   1. give the parties to the mediation process every opportunity to be heard; and
   2. allow due consideration by all parties of any written statement submitted by any party; and
   3. ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
9. The mediator cannot determine the dispute.
10. The mediation must be confidential and without prejudice.
11. The costs of the mediation are to be shared equally between the parties unless otherwise agreed.
12. Nothing in this rule applies to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.
13. Nothing in this rule applies to any dispute involving the expulsion or suspension of a member or the imposition of a fine.
14. If the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Law or otherwise at law.

Part 3 General meetings, resolutions and voting

14. Annual general meeting (CNL s252)

An annual general meeting must be held each year, at a place and on a date and a time decided by the board, within 5 months after the close of the financial year of the co-operative or within the further time allowed by the Registrar.

15. Members’ power to requisition a general meeting (CNL s257)

1. The board may, whenever it considers appropriate, call a special general meeting of the co-operative.
2. The board must call a general meeting of the co-operative on the requisition in writing by members who together are able to cast at least 20% of the total number of votes able to be cast at a meeting of the co-operative.
3. The provisions of section 257 of the Law apply to a meeting requisitioned by members.

16. Notice of general meetings (CNL ss239, 254 & 611)

1. At least 14 days’ notice of a general meeting must be given. However, if there is to be a special resolution proposed at the meeting, there is a requirement for at least 21 days’ notice of the special resolution including a resolution proposed for the removal of a director.
2. Notice must be given to each member of the co-operative and any other persons who are, under these rules or the Law, entitled to receive notices from the co-operative.
3. The notice must state the place, day and hour of the meeting and include ordinary business as specified in rule 25 and, for special business, the general nature of any special business.
4. The notice must also include any business members have notified their intention to move at the meeting under subrule (6) (but only if the members’ notification has been made under these rules and within time).
5. The notice must be served in the manner provided in the Law or rule 54.
6. Members who together are able to cast at least 20% of the total number of votes that are able to be cast at a meeting of the co-operative and who have a resolution to submit to a general meeting must give written notice of it to the co-operative at least 45 days before the day of the meeting.

17. Business of general meetings

1. The ordinary business of the annual general meeting must be:
   1. to confirm minutes of the last preceding general meeting (whether annual or special); and
   2. to receive from the board, auditors or officers of the co-operative:
   3. the financial reports of the co-operative for the financial year;
   4. a report on the state of affairs of the co-operative.
2. The annual general meeting may also transact special business of which notice has been given to members under these rules.
3. All business of a general meeting, other than business of the annual general meeting that is ordinary business, is special business.

18. Quorum at general meetings

1. An item of business cannot be transacted at a general meeting unless a quorum of members is present when the meeting is considering the item.
2. 15 members present in person, each being entitled to exercise a vote, constitute a quorum.
3. If a quorum is not present within half an hour after the appointed time for a meeting, the meeting, if called on the requisition of members, must be dissolved. In any other case it must be adjourned to the same day, time and place in the next week.
4. If a quorum is not present within half an hour after the time appointed for an adjourned meeting, the members present constitute a quorum.

19. Chairperson at general meetings

1. The chairperson, if any, of the board may preside as chairperson at every general meeting of the co-operative.
2. If there is no chairperson, or if at a meeting the chairperson is either not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the members present must choose someone from their number to be chairperson (until the chairperson attends and is willing to act).
3. The chairperson may, with the consent of a meeting at which a quorum is present (and must if directed by the meeting) adjourn the meeting from time to time and from place to place. However, the only business that can be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given just as for the original meeting. Apart from this it is not necessary to give notice of an adjournment or the business to be transacted at an adjourned meeting.

20. Attendance and voting at general meetings (CNL ss228 & 256)

1. The right to vote attaches to membership.
2. A resolution, other than a special resolution, must be decided by simple majority.
3. Subject to sub-rules (4) and (5), a question for decision at any general meeting must be decided on a show of hands of members present at the meeting.
4. A poll may be demanded on any question for decision.
5. If before a vote is taken or before or immediately after the declaration of the result on a show of hands:
   1. the chairperson directs that the question is to be determined by a poll; or
   2. at least 5 members present in person demand a poll, the question for decision must be determined by a poll.
6. The poll must be taken when and in the manner that the chairperson directs.
7. A poll on the election of a chairperson or on the question of adjournment must be taken immediately and without debate.
8. Once the votes on a show of hands or on a poll have been counted then, subject to subrule (5), a declaration by the chairperson that a resolution has been carried (unanimously or by a particular majority) or lost is evidence of that fact.
9. The result of the vote must be recorded in the minutes of the meeting.

21. Voting on a show of hands (CNL ss234 & 256)

On a show of hands at a general meeting, each member may exercise only one vote.

22. Voting on a poll

On a poll called at a general meeting, each member has one vote.

23. Determining the outcome where equality of votes (s228)

1. This rule applies where the votes in favour and against a resolution are equal.
2. If the chairperson of the meeting is a member of the co-operative, he or she may exercise a second or casting vote.
3. If the chairperson is not a member of the co-operative or decides not to exercise a second or casting vote, the outcome of an equality of votes is taken to have been decided in the negative.

24. Proxy votes (s229)

Voting by proxy is not permitted at a general meeting.

25. Postal ballots (other than special postal ballots) (CNL ss247 & 250)

1. A postal ballot must be held in respect of a special resolution where members who together are able to cast at least 20% of the total number of votes able to be cast at a meeting of the cooperative may requisition the board to conduct the special resolution by postal ballot.
2. If a postal ballot is requisitioned by members under subrule (1), the requisition should specify whether the postal ballot is to be a secret ballot.
3. A postal ballot requisitioned under subrule (1) is to be conducted in accordance with the National Regulations and in the form and manner determined by the board.
4. The board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.
5. If the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.
6. The board is to appoint a returning officer to conduct the postal ballot. In default of such an appointment, the secretary is the returning officer.
7. Ballot papers (in such form and with such content as the board may approve) must be sent to all voting members giving:
   1. particulars of the business in relation to which the postal ballot is being conducted; and
   2. an explanation of how to lodge a valid vote and the majority required to pass the vote; and
   3. notice of the closing date and closing time of the postal ballot; and must be sent to members so that they arrive (assuming standard postal times) at least 21 days before the closing date of the postal ballot.
8. This rule does not apply in relation to special postal ballots.

 

26. Special postal ballots (CNL ss248 & 249)

1. This rule applies where a special postal ballot is required.
2. Ballot papers (in such form and with such content as the board may approve) must be sent to all voting members so that they arrive (assuming standard postal times) at least 28 days before the closing date of the special postal ballot.
3. The board may determine in a particular case whether the special resolution by Postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.
4. If the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.

27. Special resolutions (CNL ss238–241)

1. A special resolution is a resolution that is passed:
   1. by a two-thirds majority at a general meeting; or
   2. by a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or
   3. by a three-quarters majority in a special postal ballot of members.
2. A notice of special resolution is required to be given to members at least 21 days before the vote or ballot time (or 28 days notice in the case of a special postal ballot).
3. The notice of special resolution must state:
   1. the intention to propose the special resolution; and
   2. the reasons for proposing the special resolution; and
   3. the effect of the special resolution being passed.

Part 4 Board of directors

28. Board (CNL s172)

1. The business of the co-operative is to be managed by or under the direction of the board of directors, and for that purpose the board has and may exercise all the powers of the co-operative that are not required to be exercised by the co-operative in general meeting.
2. The board will have 9 directors.

29. Qualifications of directors (CNL s174)

1. A person is not qualified to be a director of the co-operative unless the person is:
   1. an individual over the age of 18 years;  and
   2. an active member of the co-operative

30. Chief executive officer (CNL ss172 & 178)

 

1. The board may, if it considers appropriate, appoint a person to be responsible for the day to day management of the co-operative. The person may be a member of the co-operative or some other person.
2. The appointed person is the chief executive officer of the co-operative.
3. The conditions and the period of appointment including termination must be decided by the board.
4. The chief executive officer is not entitled to be a director of the co-operative.
5. The chief executive officer cannot be required to be an active member of the co- operative.
6. In the event of any conflict between the terms of the appointment of a person as the chief executive officer and that person’s obligations or privileges under the Law, the terms of the Law prevail over the terms of appointment.

31. Election of directors (CNL ss173 & 179)

1. The term of office of directors elected is to commence from the annual general meeting at which they are elected and ends on the day of the third annual general meeting thereafter.
2. The members of the board are to be elected in the manner specified in this rule.
3. At an annual general meeting at which a director retires, the vacated office may be filled in the following manner:
   1. At least 4 weeks before an annual general meeting, the board must:
      1. notify all members of the number of directors retiring at the annual general meeting; and
      2. advise the members of:
         1. their eligibility to nominate as a director; and
         2. the duties and responsibilities of a director; and
         3. the nomination and election procedures.
   2. A notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors.
   3. A nomination must:
      1. be signed by 2 or more members; and
      2. provide details of the qualifications and experience of the person nominated; and
      3. be accompanied by a notice in writing signed by the nominee consenting to their nomination.
   4. The nomination and the notice of consent must be lodged with the secretary of the co-operative at least 7 days before the annual general meeting.
   5. The secretary, or an officer nominated by the board, must give details of each person who has been nominated to members at or before the annual general meeting. Details to be provided to members must include:
      1. the nominee’s name; and
      2. the nominee’s qualifications and experience; and
      3. the nominee’s length of any previous service as a director of the co-operative or with any other co-operative or registered environmental organisation.
4. If the number of nominees equals the number of vacancies, the nominees must be declared elected at the annual general meeting.
5. If there are insufficient nominees to fill all vacancies, the nominees to be declared elected at the annual general meeting and nominations for people to fill the remaining vacancies are to be called from the floor and a ballot held if required.
6. If the number of nominees exceeds the number of vacancies, the election of directors must be conducted at the meeting by ballot as follows:
   1. A returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer.
   2. All nominees are to be listed on the ballot form in alphabetical order.
   3. The returning officer is responsible for determining the validity of and counting of the votes.
   4. If there is an equality of votes, the outcome must be determined by lot.
   5. The returning officer is to declare the election results.
7. If any vacancies remain at the end of the meeting, the vacancies are to be casual vacancies and must be filled in accordance with rule  34.

32. Removal from office of director (CNL s180)

The co-operative may by resolution under section 180 of the Law, with special notice as required by that section, remove a director before the end of the director’s period of office, and may by a simple majority appoint another person in place of the removed director. The person appointed must retire when the removed director would otherwise have retired.

33. Vacation of office of director (CNL s179)

In addition to the circumstances set out in the Law, a director vacates office if the director dies.

34. Casual vacancies and alternate directors (CNL ss173 & 177)

1. The board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.
2. The board may appoint a person to act as a director (an alternate director) in the place of an absent director.
3. A person is not qualified to be appointed as an alternate director for unless the person is qualified for appointment as a director
4. An alternate director holds office until the next annual general meeting or until the next general meeting held to elect directors to fill any vacancies (whichever is earlier).
5. An alternate director for a director (the principal director) vacates office:
   1. in similar circumstances or cases to those in which the principal director would vacate office (and for that purpose the provisions of these rules and Division 1 of Part 3.1 of the Law accordingly apply in relation to the alternate director); or
   2. if the alternate director is removed from office by the board as alternate director for failure, without its leave, to attend a meeting of the board at which the principal director is absent (and for that purpose the provisions of section 179(2)(b) of the Law do not apply in relation to the alternate director).

35. Remuneration of directors (CNL s203)

1. The directors will not receive remuneration for their services on the Board but necessary expenses incurred by them in the conducting the business of the co-operative can be repaid by the co-operative.
2. Rules and processes for such repayment may be made by the Board from time to time.

36. Proceedings of the board (CNL ss175 & 176)

1. Meetings of the board (including meetings conducted outside board meetings pursuant to section 176 of the Law) are to be held as often as may be necessary for properly conducting the business of the co-operative and must be held at least every 3 months.
2. A meeting may be held with one or more of the directors participating by using a form of communication that allows reasonably contemporaneous and continuous communication between the directors taking part in the meeting.
3. Questions arising at a meeting must be decided by a majority of votes.
4. If votes are equal, the chairperson has a second or casting vote.
5. Other than in special circumstances decided by the chairperson, at least 14 days notice must be given to the directors of all meetings of the board, without which the meeting cannot be held.
6. When appropriate the Board may transact business outside meetings. In this case the following rules will apply.
   1. The board of a co-operative may, if it considers appropriate, transact any of its business by the circulation of papers among all of the directors of the board.
   2. A resolution in writing approved in writing by a majority of the directors of the board is to be taken to be a decision of the board.
   3. Separate copies of a resolution may be distributed for signing by the directors if the wording of the resolution and approval is identical in each copy.
   4. For the purpose of the approval of a resolution under this section, the chairperson of the board and each director of the board have the same voting rights as they have at an ordinary meeting of the board.
   5. The resolution is approved when the last director required for the majority signs.
   6. A resolution approved under this section must be recorded in the minutes of the meetings of the board within 28 days after the resolution is approved under this section.
   7. Papers may be circulated among directors of the board for the purposes of this section by electronic means or other transmission of the information in the papers concerned.

37. Quorum for board meetings (CNL s175)

The quorum for a meeting of the board is 50% of the number of directors (or if that percentage of the number of directors is not a whole number, the whole number next higher than one half).

38. Chairperson of board

 

1. The chairperson of the board is to be elected by the board.
2. If no chairperson is elected or the chairperson is not present within 15 minutes after the time fixed for holding the meeting or is unwilling to act as chairperson of the meeting, the directors present may choose one of their number to be chairperson of the meeting until the chairperson attends and is willing to act as chairperson.
3. The chairperson may be removed, and a new chairperson elected, by:
   1. ordinary resolution of the board, unless paragraph (b) applies; or
   2. ordinary resolution at a general meeting, if these rules provide that the chairperson is elected at a general meeting of the co-operative.

39. Delegation and board committees (CNL s178)

1. The board may by resolution delegate to:
   1. a director; or
   2. a committee of 2 or more directors; or
   3. a committee of members of the co-operative; or
   4. a committee of members of the co-operative and other persons if members form the majority of persons on the committee; or
   5. a committee of directors and other persons; the exercise of the board’s powers (other than this power of delegation) specified in the resolution. The co-operative or the board may by resolution revoke all or part of the delegation.
2. A power delegated under this rule may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.
3. A delegation under this rule may be given on conditions limiting the exercise of the power delegated, or time or circumstances.
4. Despite any delegation under this rule, the board may continue to exercise the power delegated.
5. If a power is exercised by a director (alone or with another director) and the exercise of the power is evidenced in writing, signed by the director in the name of the board or in his or her own name on behalf of the board, the power is taken to have been exercised by the board. This is so whether or not a resolution delegating the exercise of the power to the director was in force when the power was exercised, and whether or not any conditions mentioned in subrule (3) were observed by the director exercising the powers.
6. A committee may elect a chairperson of their meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.
7. A committee may meet and adjourn as it thinks appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal, the chairperson has a second or casting vote.

40. Other committees

1. The board may by resolution appoint committees of members or other persons or both, to act in an advisory role to the board and to committees of directors.
2. Rule 46 (6) and (7) apply to committees appointed under this rule, with the changes approved by the board.
3. The quorum for a meeting of the committee is half the number of committee members (or if half is not a whole number the whole number next higher than one half).

Minutes

1. The board must keep minutes of meetings and, in particular, of:
   1. all appointments of officers and employees made by the directors; and
   2. the names of the directors present at each meeting of the board and of a committee of the board; and
   3. all resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors.
2. Minutes must be entered in the appropriate records within 28 days of the meeting to which they relate was held.
3. The minutes are to be adopted as correct or amended to be corrected and then adopted by a resolution at the next meeting.

Part 5 Rules

42. Amendments and copies of rules (CNL ss57 & 60–63)

1. Any amendment of the rules must be approved by special resolution. However, if model rules are adopted in the manner specified under section 65(a) of the Law, any amendments to the model rules as notified by the Registrar are included in the co-operative’s rules without the need for a special resolution.
2. A proposal to amend the rules of the co-operative must be made in a form approved by the board which clearly shows the existing rule or rules concerned and any proposed amendment to the rules.
3. A member is entitled to a copy of the rules. Printed copies must be made available upon payment of the amount of $50 to the co-operative. Electronic copies can be made available free of charge.

Part 6 Administrative matters

42. Amendments and copies of rules (CNL ss57 & 60–63)

1. Any amendment of the rules must be approved by special resolution. However, if model rules are adopted in the manner specified under section 65(a) of the Law, any amendments to the model rules as notified by the Registrar are included in the co-operative’s rules without the need for a special resolution.
2. A proposal to amend the rules of the co-operative must be made in a form approved by the board which clearly shows the existing rule or rules concerned and any proposed amendment to the rules.
3. A member is entitled to a copy of the rules. Printed copies must be made available upon payment of the amount of $50 to the co-operative. Electronic copies can be made available free of charge.

43. Inspection of records and registers (CNL ss214 & 215)

1. Members of the co-operative have free access to the records and registers referred to in section 214 (1) of the Law and they may make a copy of any entry in the registers free of charge.
2. Members do not have access to the minutes of board or committee meetings, but may request access to any such minutes in writing addressed to the board.

44. Safe keeping of securities

Shares, debentures, charges and any other certificates or documents or duplicates of them pertaining to securities must be safely kept by the co-operative in the way and with the provision for their security as the board directs.

45. Notices to members (CNL s611)

1. This rule applies in addition to section 611 of the Law regarding how a notice or other document may be given to a member of the co-operative.
2. A notice or other document required to be given to a member of the co-operative may be given by the co-operative to any member by any form of technology (for example, by fax or email), where the member has given consent and notified the co-operative of the relevant contact details.
3. If a notice is sent by post, service is taken to be effected at the time at which the properly addressed and prepaid letter would be delivered in the ordinary course of post. In proving service by post, it is sufficient to prove that the envelope containing the notice was properly addressed and posted.
4. A notice forwarded by some other form of technology is taken to have been served, unless the sender is notified of a malfunction in transmission, on the day of transmission if transmitted during a business day, otherwise on the next following business day.
5. A notice may be given by the co-operative to joint members by giving the notice to the joint member named first in the register of members.
6. A notice may be given by the co-operative to the person entitled to a share in consequence of the death, incapacity or bankruptcy of a member by sending it through the post in a prepaid letter addressed to that person by name. Alternatively, it can be addressed to the person by the title of representative of the deceased or incapacitated person, or trustee of the bankrupt, or by any like description, and:
   1. the address should be that supplied for the purpose by the person claiming to be entitled; or
   2. if no such address has been supplied, the notice can be given in the manner in which it could have been given if the death, incapacity or bankruptcy had not occurred.

Part 7 Accounting and financial matters

46. Financial year

The financial year of the co-operative ends on 30 June.

47. Accounts

1. The board must have at least one financial institution account, electronic or otherwise, in the name of the co-operative, into which all amounts received by the co-operative must be paid as soon as possible after receipt.
2. All cheques drawn on the accounts, and all drafts, bills of exchange, promissory notes and other negotiable instruments, of the co-operative must be signed by 2 authorised persons.
3. The operation of any electronic accounts must be restricted so that there is a requirement for authorisation consistent with the financial delegations approved by the board.
4. For the purposes of this rule, an authorised person is:
   1. a director; or
   2. a person approved by the board.

48. Appointing an auditor (CNL s298)

1. The co-operative must appoint an auditor in respect of its financial statements.
2. An auditor appointed under this rule is to conduct an audit of the co-operative’s financial statements as presented to members.
3. The appointment of an auditor under this rule is to be made at an annual general meeting.
4. The co-operative may appoint another auditor at a subsequent annual general meeting if there is a vacancy in the office of the auditor.
5. The provisions of section 300(2) of the Law apply to an auditor appointed under this rule in the same way (but with any necessary adaptations) as they apply to an auditor appointed for a large co-operative.

49. Appointing an auditor (CNL ss271 & 272)

An auditor appointed under this rule holds office until the financial report prepared as a result of the direction has been audited and sent to members.

50. Disposal of surplus funds during a financial year (CNL ss19, 355 & 356)

1. The board may retain all or part of the surplus arising in any year from the business of the co-operative, to be applied for the benefit of the co-operative.
2. No part of the surplus may be paid or transferred directly or indirectly, by way of profit, to members of the co-operative.

51. Provision for loss

The board must make appropriate provision for losses in the co-operative’s accounts and when reporting to members is to indicate whether the loss is expected to continue and whether there is any real prejudice to the co-operative’s solvency.

52. Financial reports to members (CNL Part 3.3)

The co-operative must prepare financial reports and statements in accordance with the Law, the National Regulations and these rules.

Part 8 Winding up

54. Winding up (CNL Part 4.5)

1. The winding up of the co-operative must be in accordance with Part 4.5 of the Law.
2. If, on the winding-up or dissolution of the co-operative there remains after the satisfaction of all its debts and liabilities any property, this shall not be paid to or distributed among members but shall be given or transferred to an institution:
   1. with objects similar to those of the co-operative; and
   2. whose constitution prohibits the distribution of its property among its members;
   3. which has deductible gift recipient (DGR) status with the Australian Tax Office and is on the Register of Environmental Organisations;
   4. chosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.

Part 9 The Reverse Garbage Environment Fund

55. The rules of the Fund

1. The objective of the fund is to support the co-operative’s environmental purpose.
2. Members of the public are to be invited to make gifts of money or property to the fund for the environmental purposes of the organisation.
3. Money from interest on donations, income derived from donated property, and money from the realisation of such property is to be deposited into the fund.
4. A separate bank account is to be opened to deposit money donated to the fund, including interest accruing thereon, and gifts to it are to be kept separate from other funds of the organisation.
5. Receipts are to be issued in the name of the fund and proper accounting records and procedures are to be kept and used for the fund.
6. The fund will be operated on a not-for-profit basis.
7. A committee of management of no fewer than three persons will administer the fund. The committee will be appointed by the organisation. A majority of the members of the committee are required to be ‘responsible persons’ as defined by the Guidelines to the Register of Environmental Organisations.

55. Meeting the legal and regulatory obligations of the Fund

1. As a recognised Environmental Organisation with a public fund, the co-operative will meet all legal and regulatory obligations in relation to the fund including:
   1. Requirements of the Public Fund The co-operative must inform the Department responsible for the environment as soon as possible if:
      1. it changes its name or the name of its public fund; or
      2. there is any change to the membership of the management committee of the public fund;or
      3. there has been any departure from the model rules for public funds located in the Guidelines to the Register of Environmental Organisations.
   2. Ministerial Rules The co-operative agrees to comply with any rules that the Treasurer and the Minister with responsibility for the environment may make to ensure that gifts made to the fund are only used for its principal purpose.
   3. Not-for-Profit The income and property of the co-operative shall be used and applied solely in promotion of its objects and no portion shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or by way of profit to members, directors, or trustees of the organisation.
   4. Conduit Policy Any allocation of funds or property to other persons or organisations will be made in accordance with the established purposes of the organisation and not be influenced by the preference of the donor.
   5. Winding-up As stated in Part 8 section 2, in case of the winding-up of the Fund, any surplus assets are to be transferred to another fund with similar objectives that is on the Register of Environmental Organisations.
   6. Statistical Information Statistical information requested by the Department on donations to the Public Fund will be provided within four months of the end of the financial year.

An audited financial statement for the organisation and its public fund will be supplied with the annual statistical return.  The statement will provide information on the expenditure of public fund monies and the management of public fund assets.