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New South Wales – Associations Incorporation Act

ASSOCIATIONS INCORPORATION ACT 1984

CONSTITUTION AND RULES OF ASSOCIATION

OF

THE AUSTRALIAN NUTRITION FOUNDATIION NSW DIVISION

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The Australian Nutrition Foundation NSW Division Inc.
1. NAME

2. OBJECTS
2.1 GENERAL OBJECTIVES
2.2 SPECIFIC OBJECTIVES

3. POWERS
3.1 SPECIFIC POWERS

4. INCOME AND PROPERTY
4.1 SOURCE OF FUNDS
4.2 USE OF FUNDS
4.3 MANAGEMENT AND BANKING OF FUNDS

5. MEMBERS
5.1 MEMBERSHIP QUALIFICATIONS
5.2 LIABILITY OF MEMBERS
5.3 REGISTRATION OF MEMBERS

6. REGIONAL BRANCH ES
6.1 ESTABLISHMENT OF REGIONAL BRANCHES
6.2 MEMBERSHIP OF REGIONAL BRANCHES
6.3 POWERS AND RULES OF REGIONAL BRANCHES
6.4 IMPLEMENTATIION OF FOUNDATION POLICY BY REGIONAL
BRANCHES

7. CESSATION OF MEMBERSHIP
7.1 CESSATION OF MEMBERSHIP OF AUSTRALIAN NUTRITION
FOUNDATION INC.
7.2 RESIGNATION
7.3 DISCIPLLINING OF MEMBERS
7.4 FAILURE TO PAY ANNUAL FEES

8. GENERAL MEETINGS
8.1 ANNUAL GENERAL MEETING
8.2 TIME FOR HOLDING ANNUAL GENERAL MEETING
8.3 EXTRAORDINARY GENERAL MEETING
8.4 NOTICE OF ANNUAL GENERAL MEETING
8.5 BUSINESS OF ANNUAL GENERAL MEETING
8.6 ADDITIONAL ABUSINESS OF ANNUAL GENERAL MEETING

9. NOTICE OF GENERAL MEETINGS

10. PROCEDURE AT GENERAL MEETING
10.1 QUORUM
10.2 CHAIRPERSON
10.3 ADJOURNMENT
10.4 VOTING
10.5 EVIDENCE OF RESOLUTIONS
10.6 WITHDRAWAL OF DEMAND FOR POLL
10.7 POLL
10.8 CASTING VOTE OF CHAIRPERSON
10.9 CASTING OF VOTES
10.10 UNFINANCIAL MEMBERS NOT E NTITLED TO VOTE
10.11 OBJECTION TO ENTITLEMENT OF MEMBER TO VOTE

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10.12 PROXY
10.13 LODGEMENT OF PROXIES
10.14 VALIDITY OF PROXIES

11. THE STATE COMMITTEE
11.1 MEMBERSHIP OF STATE COMMITTEE
11.2 ELECTION OF MEMBERS OF THE STATE COMMIT TEE
11.3 MEMBERS OF STATE COMMITTEE APPOINTED BY STATE
COMMITTEE
11.4 TENURE OF MEMBERS OF STATE COMMITTEE
11.5 STATE COMMITTEE REPRESENTATION ON THE BHOARD OF THE
AUSTRALIAN NUTRITION FOUNDATION INC.

12. CHAIRPERSON AND SECRETARY AND TREASURER
12.1 CHAIRPERSON
12.2 ACTING CHAIRPERSON
12.3 ELECTION OF CHAIRPERSON
12.4 SECRETARY & TREASURER

13. POWERS AND DUTIES OF STATE COMMITTEE
13.1 MANAGEMENT POWERS OF STATE COMMITTEE
13.2 ENGAGEMENT OF EMPLOYEES
13.3 MINUTES
13.4 SI GNATURE OF MINUTES
13.5 SUBCOMMITTEES
13.6 DELEGATION OF POWERS TO CHAIRPERSON

14. PROCEEDINGS OF THE STATE COMMITTEE
14.1 TIME AND PLACE OF MEETINGS
14.2 VOTING AT MEETINGS
14.3 QUORUM
14.4 DEEMED RESOLUTIONS
14.5 NOTICE OF MEETIN GS
14.6 PROXIES

15. RECEIPTS AND EXPENDITURE
15.1 ACCOUNBTS TO BE KEPT
15.2 SECRETARY’S RESPONSIBILITY
15.3 TREASURER’S RESPONSIBILITY
15.4 PLACE FOR KEEPING RECORDS, BOOKS AND DOCUMENTS
15.5 INSPECTION OF RECORDS, BOOKS AND DOCUMENTS

16. AUDITOR
16.1 APPOINTMENT OF AUDITOR
16.2 QUALLIFICATION OF AUDITOR
16.3 TERM OF APPOINTMENT
16.4 APPOINTMENT OF AUDITOR
16.5 REPLACEMENT OF AUDITOR

17. AUDIT OF ACCOUNTS
17.1 ANNUAL AUDIT
17.2 CERTIFICATE OF AUDITOR
17.3 RE PORT OF AUDITOR
17.4 RIGHT BOF ACCESS OF AUDITOR

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18. ANNUAL SUBSCRIPTION

19. ALTERATION OF RULES AND OBJECTS
19.1 VOTING ON ALTERATIONS AAND OBJECTS
19.2 NOTICE OF PROPOSED ALTERATIONS

20. PUBLIC OFFICER
20.1 APPOINTMENT OF PUBLIC OFFICER
20. 2 REPLACEMENT OF PUBLIC OFFICER
20.3 DUTIES OF PUBLIC OFFICER

21. SEAL OF THE FOUNDATION
21.1 FORM OF SEAL
21.2 USE OF SEAL
21.3 CUSTODY OF SEAL

22. RESOLUTION OF INTERNAL DISPUTES

23. INDEMNITY

24. BY -LAWS

25. FINANCIAL LYEAR

26. WINDING UP

27. DEFINITIO NS

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The Australian Nutrition Foundation NSW Division Inc.
1. NAME

The name of the association is “The Australian Nutrition Foundation NSW Division
Incorporated” (“the Association”).

2. OBJECTS

2.1 GENERAL OBJECTIVES
The objects of the Association are to be an inde pendent and authorit ative body that
aims to promote the health and well -being of the Australian people by encouraging
them to make informed food choices. This goal will be achieved by basing activities
on scientific principles and knowledge related to human nutrition and die tetics, food
science and technology.
2.2 SPECIFIC OBJECTIVES
W ithout limiting clause 2.1 of these Rules, the objects of the
Association shall also include: –
2.2.1 To advance the science of nutrition and its application with special
reference to –
2.2.1.1 the current nutritional status of the Australian people;
2.2.1.2 changes i n food habits in relation to health and well -being;
2.2.1.3 changes in foods brought about by developments in
technology in agriculture and industry;
2.2.1.4 the effects of information and education programs and the
media.

2.2.2 To acquire and disseminate knowledge of nutritional science and the
means of communicating nutritional knowledge to the community.

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The Australian Nutrition Foundation NSW Division Inc.
2.2.3 To increase awareness in the community of principles of human
nutrition and dietetics.
2.2.4 To encourage the application of these principles by groups and
individuals such as –

2.2.4.1 medical practitioners, health professionals and health services;
2.2.4.2 educators and education al authorities;
2.2.4.3 the food industry;
2.2.4.4 persons responsible for food services outside the home;
the media;
2.2.4.5 consumer groups, families and individuals.

2.2.5 To encourage innovation in the dissemination of nutritional knowledge.

3. POWERS

3.1 SPECIFIC POWERS

For the purpose of carrying into effect the forgoing objects the Association may:

3.1.1 Make announcements.
3.1.2 Produce and issue publications to members of the Association and the
public.
3.1.3 Make representa tions to federal, state and local governments and
agencies of such governments.
3.1.4 Co -operate with any other association, company or body having
objects in whole or in part similar to the object of the Association.

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3.1.5 Encourage, arrange for, promote, establish and support facilities for
providing advice on nutritional matters to members or sections of the Australian
public.
3.1.6 Advise and co -operate with research workers and institutions on
matters relevant to nutrition.
3.1.7 Sponsor research and i nvestigations into matters related to nutrition
including the science of nutrition and the communication of nutrition information.
3.1.8 Accept moneys by way of grants, gifts, bequests or otherwise, for any
one or more of the objects or purposes of the Ass ociation.
3.1.9 Invest any moneys so obtained.
3.1.10 Receive, obtain and hold lands, money, securities and other real or
personal property.
3.1.11 Execute any special trusts in connection with moneys or property
received, obtained or held by the Associati on.
3.1.12 Apply the capital and income of the funds and the property of the
Association, or any part thereof, subject to such trusts (if any), for or towards the
foregoing objects.
3.1.13 Borrow and lend money and guarantee loans in such manner as the
Sta te Committee may think fit.
3.1.14 Purchase or otherwise acquire and undertake all or any of the
property, assets, liabilities and engagements of any other association or company
having objects altogether or in part similar to the Association.
3.1.15 Insur e against all risks, liabilities and eventualities as may seem
advisable and apply the proceeds of any claim under any insurance in such manner
for such purpose as shall be thought fit.
3.1.16 Employ such officers and servants as the State Committee may de em
necessary and pay such sums to such officers whether by way of remuneration or
bonus as the State Committee may deem reasonable and proper.

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3.1.17 Grant pensions, allowances and gratuities to employees or former
employees of the Association or to depend ents of such persons and to provide a
benevolent or similar fund for such purposes in such form and in such amounts as
the Association in general meeting may determine.
3.1.18 Do all such other lawful things as are incidental or conducive to the
attainment of these objects.
3.1.19 Carry out any one or more of the foregoing objects independently or
exclusively of the remainder of such objects.
3.1.20 Carry out any or all of the objects of the Association in any part of the
state o f New South Wales or elsewhe re.

4. INCOME AND PROPERTY

4.1 SOURCE OF FUNDS

The funds of the Association shall be derived from fees, from grants and donations to
the Association, and from such other sources and activities as the State Committee
may determine.
4.2 USE OF FUNDS
The in come and property of the Association wheresoever derived shall be applied
solely towards the promotion of the objects of the Association as set forth in this
Constitution and these Rules and no portion thereof shall be paid or transferred
directly or indir ectly by way of dividend, bonus, or otherwise howsoever by way of
profit to members of the Association PROVIDED THAT nothing herein contained
shall prevent the payment in good faith of reasonable and proper remuneration to
any officers or employees of the Association or to any members of the Association in
return for any services actually rendered to the Association or for goods supplied in
the ordinary way of business, nor prevent the payment of interest at a rate not

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exceeding the rate for the time being fixed by the Rules on money borrowed from any
member of the Association or reasonable and proper rent for premises demised or let
by any member of the Association.
4.3 MANAGEMENT AND BANKING OF FUNDS
The funds of the Association shall be managed by the Se cretary in accordance with
directions of the State Committee. Cheques of the Association shall be drawn and
signed by such persons as the State Committee shall determine. All money received
by the Asso ciation shall be deposited as soon as practicable and w ithout deduction
to the credit of the Association’s bank account.

5. MEMBERS
5.1 MEMBERSHIP QUALIFICATIONS
any corporation or person (whether in his or her own capacity or as duly appointed
representative of any organization) who fulfills the requirements a nd is admitted as
an ordinary member of the Australian Nutrition Foundation Inc. and lives in the state
of New South Wales shall be deemed to be an ordinary member of the Association
unless he or she indicates in writing to the secretary that he or she doe s not wish to
be a member of the Association.

5.2 LIABILITY OF MEMBERS
The liability of a member to contribute toward the payment of the debts an d liabilities
of the Association or the costs, charges or ex penses of the winding up of the
Association is li mited to the amount, if any, unpaid by the member in respect of the
annual fees referred to above.

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5.3 REGISTRATION OF MEMBERS
5.3.1 The public officer of the Association shall establish and maintain a
register of members of the Association specifying the name and address of each
person who is a member of the Association together with the date on which the
person became a member.
5.3.2 The register of members shall be kept at the principal place of
administration of the Association and shall be open fo r inspection, free of charge, by
any member of the Association at any reasonable hour.

6. REGIONAL BRANCHES
6.1 ESTABLISHMENT OF REGIONAL BRANCHES
The State Committee may establish such Regional Branches as it may deem
necessary and subject to this clause, may define the objects, powers, functions
and duties thereof.
6.2 MEMBERSHIP OF REGIONAL BRANCHES
The members of each Regional Branch shall be the members of the Association
ordinarily resident in such region who wish to join such Regional Branch.
6.3 PO WERS AND RULES OF REGIONAL BRANCHES
The objects, powers, functions and duties of a Regional Branch shall not be
inconsistent with the policy laid down by the State Committee from time to time.
6.4 IMPLEMENTATION OF FOUNDATION POLICY BY REGIONAL
BRAN CHES
The policy of the Association as determined by the State Committee from time to
time shall be implemented by Regional Branches.

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7. CESSATION OF MEMBERSHIP

7.1 CESSATION OF MEMBERSHIP OF AUSTRALLIAN NUTRITION
FOUNDATION INC.
In the event that an ord inary member shall cease to be a member of the Australian
Nutrition Foundation Inc. for any reason, he or she shall be deemed to have ceased
to be a member of the Association.

7.2 RESI GNATION
An ordinary member may, at any time, resign from the Associat ion by sending to the
Secretary a written notice of resignation.

7.3 DISCIPLINING OF MEMBERS
The State Committee or the Council of the Australian Nutrition Foundation Inc. may
by resolution expel from the Association any ordinary member who shall refuse or
neglect to comply with the provisions of these Rules or resolutions of the Association
PROVIDED THAT at least thirty days before the relevant meeting of the State
Committee or the Australian Nutrition Foundation Inc. Council at which such
resolution for expulsion is moved, such member shall have had notice thereof and of
the intended resolution of expulsion and shall have had an opportunity of attending
such meeting or of giving nay explanation or defence as the member may desire,
either orally or in wri ting.

7.4 FAILURE TO PAY ANNUAL FEES
a member shall cease to be a member of the Association if he or she fails to pay the
annual fees referred to in clause 18, as the case may be, within three months of their
respective due dates.

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8. GENERAL MEETINGS

8.1 ANNUAL GENERAL MEETING
The Association shall, in each year, hold an Annual General Meeting.
8.2 TIME FOR HOLDING ANNUAL GENERAL MEETING
The Annual General Meeting shall be held on such day (being not later than 6
months after the close of the financial y ear of the Association), and at such place and
at such time as the State Committee may determine.
8.3 EXTRAORDINARY GENERAL MEETING
The State Committee may, whenever it thinks fit, convene an extraordinary general
meeting. The Annual General Meeting shall be in addition to any other general
meetings that may be held in the same year.
8.4 NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting shall be specified as such in the notice convening it.
8.5 BUSINESS OF ANNUAL GENERAL MEETING
The ordinary bu siness of the Annual General Meeting shall be to:
8.5.1 confirm the minutes of the last preceding Annual General Meeting and
of any general meeting held since that meeting;
8.5.2 receive from the State Committee, Auditor and employees of the
Association, r eports upon the activities and transactions of the Association during the
last preceding financial year;
8.5.3 receive and consider the statement which is required to be submitted
to members pursuant to Section 26)6) of the Act.
8.5.4 appoint the Auditor.
8.5.5 to elect members to any vacant positions on the State Committee, or
the chairperson.

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8.6 ADDITIONAL BUSINESS OF ANNUAL GENERAL MEETINLG
The Annual General Meeting may transact special business of which notice is
given in accordance with this Const itution and these Rules.

9. NOTICE OF GENERAL MEETINGS

The Secretary of the Association shall, at least fourteen days before the date fixed for
holding a general meeting of the Association, cause all member to be notified of the
place, day and time for the holding of the meeting and of the nature of the business
to be transacted thereat.

10. PROCEDURE AT GENERAL MEETINGS
10.1 QUORUM
No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business. Fifteen
members of the Association personally present and entitled to vote shall constitute a
quorum. If, wi thin half an hour from the time appointed for the meeting quorum is not
present, the meeting shall stand adjourned to the following da y at the same time and
place or to such other d ay and at such other time and place as the State Committee
may determine. If, at the adjourned meeting, a quorum is not present within half an
hour from the time appointed for the meeting, the members present shall constitute a
quorum.
10.2 CHAIRPERSON
The Chairperson shall preside as Chairperson at every general meeting or if he or
she is not present or if there is no Chairperson, or if he or she is not present within
fifteen minutes after the time appointed or the holding of the meeting, or is unwilling
to act, the person who is holding office as the Immediate Past Chairperson shall
preside as Chairperson. In the event of there being no Immediate Past Chairperson

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or if no such person is present within fifteen minutes after the time appointed for the
holding of the meeting, or such a person is unwilling to act, the members present
shall elect one of their number to be Chairperson of the meeting.
10.3 ADJOURNMENT
The Chairperson may, with the consent of any meet ing at which a quorum is present,
and shall, if so directed by the meeting, adjourn the meeting from time to time and
from place to place, but no business shall be transacted at any adjourned meeting
from other than the business left unfinished at the meet ing from which the
adjournment took place. When a meeting is adjourned for sixty days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting.
10.4 VOTING
At any general meeting a resolution put to the vote of the me eting shall be decided
on a show of hands unless a poll is (before or on the declaration of the result of the
show of hands) demanded either by the Chairperson or by at least three members
present in person.
10.5 EVIDENCE OF RESOLUTIONS
unless a poll is so demanded, a declaration by the Chairperson that a resolution has
on a show of hands been carried or carried unanimously, or by a particular majority,
or lost, an entry to that effect in the book containing the minutes of proceedings of the
Association sha ll be conclusive evidence of the fact without particulars of the number
or proportion of the votes recorded in favour of or against the resolution
10.6 WI THDRAWAL OF DEMAND FOR POLL
The demand for a poll may be withdrawn.
10.7 POLL
If a poll is duly deman ded, it shall be taken in such manner and either at once or after
an interval or adjournment or otherwise as the Chairperson directs, and the result of
the poll shall be the resolution of the meeting at which the poll was demanded, but a
poll demanded on a question of adjournment shall be taken forthwith.

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10.8 CASTING VOTE OF CHAIRPERSON
Din the case of an equality of votes whether on a show of hands or on a poll, the
Chairperson of the meeting at which the poll is demanded shall be entitled to a
second or casting vote.
10.9 CASTING OF VOTES
At any general meeting each member shall have one vote and may vote in person or
by proxy. On a show of hands every member present shall have pone vote, and, on
a poll, every member present in person or by proxy, sha ll have one vote on his or her
own behalf and one vote or each member he or she represents by proxy.
10.10 UNFINANCIAL MEMBERS NOT ENTITLED TO VOTE
No member shall be entitled to vote at any general meeting unless his or her
subscription and all other sums presently payable by him or her to the Association
shall have been paid.
10.11 OBJECTION TO ENTITLEMENT OF MEMBER TO VOTE
No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered and every vote
not disallowed at such meeting shall be valid for all purposes. Any such objection
made in due time shall be referred to the Chairperson of the meeting, whose decision
shall be final and conclusive.
10.12 PROXY
The in strument appointing a proxy shall be in writing signed by the a ppointor in the
following form, or a form as near as is reasonably possible to such a form. If the
instrument directs a proxy to vote for or against any specific resolution, the proxy
may only vote on such resolution in accordance with such direction. Otherwise, the
proxy shall be entitled to exercise all of the rights of the member giving the proxy at
the relevant meeting, including the right to demand a poll.

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The Australian Nutrition Foundation NSW Division Inc.
The Australian Nutrition Founda tion NSW Division Incorporated

I,
Of being a member
of The Australian Nutrition Foundation NSW Division Incorporated hereby
appoint
of
being a Member of The Australian Nutrition Foundation NSW Division
Incorporated, as my proxy to vote for me and on my behalf at the
Annual/Extraordinary General Meeting of The Australian Nutrition Foundation
NSW Division Incorporated to be held on the day of 20 ,
and at any adjournment thereof.

Sign ed this day of 20 .
(Unless otherwise instructed the proxy may vote as he or she thinks fit).
[To be completed if desired] : –
My proxy shall vote as follows on the following resolutions
Brief description of resolution Vote
(for or against)

10.13 LODGEMENT OF PROXIES
The instrument appoint ing a proxy shall be deposited with the Secretary not less than
three hours before the time for holding the meeting or adjourned meeting at which
the person named in the instrume nt proposes to vote, or in the case of a poll, not less
than three hours before the time appointed for the taking of the poll, and in default,
the instrument of proxy shall not be treated as valid.

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10.14 VALIDITY OF PROXIES
A vote given in accordance wit h the terms of an instrument of proxy, shall be valid
notwithstanding the previous death or unsoundness of mend of the principal if no
intimation in writing of such death, or unsoundness of mind or revocation has been
received by the Secretary before the c ommencement of the meeting or adjourned
meeting at which the instrument is used.

11. THE STATE COMMITTEE
11.1 MEMBERSHIP OF STATE COMMITTEE
The Association shall have a Committee as required by the Act, referred to in these
Rules as the “State Committee”. The State Committee shall consist of:
11.1.1 eleven persons elected by members pursuant to clause 11.2, and
11.1.2 any such additional State Committee members elected by the State
Committee pursuant to clause 11.3.1.
11.2 ELECTION OF MEMBERS OF THE STATE CO MMITTEE
11.2.1 Where there are due to be vacancies on the State Committee by the
end of the next Annual General Meeting, elections shall be held at such Annual
General Meeting to fill such vacancies. At least two months prior to such Annual
General Meetin g, the secretary shall notify the members in writing of such vacancies,
and invite the members to nominate candidates for election
11.2.2 Members of the State Committee shall be elected by members of the
Association at the appropriate Annual General Meeti ng.
11.2.3 Nominations of candidates for election as members of the State
Committee shall be 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 the nomina tion) and shall be delivered to the secretary of the Association not
less than seven days before the date fixed for the holding of the Annual General
Meeting at which the election is to take place.

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11.2.4 If insufficient nominations are received to fill a ll vacancies on the State
Committee, the candidates nominated shall be deemed to be elected and further
nominations shall be received at the Annual General Meeting.
11.2.5 If insufficient further nominations are received, any vacant positions
remaining on the State Committee shall be deemed to be casual vacancies.
11.2.6 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.
11.2.7 If the number of nominations received exceeds the number of
vacancies to be filled, a ballot shall be held.
11.2.8 The ballot for the election of members of the State Committee shall be
conducted at the Annual General Meeting in such usual and proper manner as the
State Committee may direct a nd in accordance with clause 10 above.
11.2.9 It shall be an aim of the Association that at least two -thirds of the
members of the State Committee shall be nutrition professionals.

11.3 MEMBERS OF STATE COMMITTEE PPOINTED BY STATE COMMITTEE
11.3.1 if th e State Committee sees fit it may elect persons who have special
expertise by virtue of qualifications, reputation or experience in nutritional science,
nutritional practice or public communications to be additional State Committee
members, but so that the number thereof does not at any time exceed three. It is not
a requirement that such persons be members of the Association.
11.3.2 the State Committee may appoint a member of the Association to fill a
casual vacancy on the State Committee. Such appointee shall hold office until the
next Annual General Meeting.

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11.4 TENURE OF MEMBERS OF STATE COMMITTEE

11.4.1 Each member of the State Committee appointed pursuant to
clause 11.1.1 above shall hold office until conclusion of the Annual General Meeting
nearest to two years after such election, but is eligible for re -election.
11.4.2 The members of the State Committee appointed pursuant to
clause 11.1.2 may be elected by the State Committee indefinitely, or for such terms
as the State Committee thinks f it. The State Committee may be resolution remove
any member of the State Committee appointed by it.
11.4.3 Any member of the State Committee may resign from the State
Committee by notice in writing served on the Secretary of the State Committee.
11.4.4 The State Committee may by resolution expel from the State
Committee any member of the State Committee who shall refuse or neglect to
comply with the provisions of these Rules, or resolutions of the Association or
resolution of the State Committee, provid ed that at least thirty days before the
meeting of the State Committee at which such resolution for expulsion is moved,
such person shall have had notice thereof, and of the intended resolution of
exp0ulsion, and shall have had an opportunity of attending such meeting or of giving
an y explanation or defense as such person may desire, either orally or in writing.

11.5 STATE COMMITTEE REPRESENTATION ON THE BOARD OF THE
AUSTRALIAN NUTRITION FOUNDATION INC.
The State Committee shall elect two member of the Sta te Committee, as
representatives of the Association, to the Council of the Australian Nutrition
Foundation Inc. At least one of these persons shall be a nutritional professional. This
shall be done in a manner consistent with Clause 13.2 of the Constitutio n of the
Australian Nutrition Foundation Inc.

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12. CHAIRPERSON AND SECRETARY AND TREASURER

12.1 CHAIRPERSON
12.1.1 The Chairperson of the Association shall be such member of the State
Committee as is elected pursuant to clause 12.3.
12.1.2 Each Chairperso n so elected shall hold office from the conclusion of
the State Committee meeting at which he or she is elected until the con clusion of the
State Commi ttee meeting nearest to the Ann ual General Meeting nearest to two
lyears after such election. However, th e Chairperson shall be entitled to seek re –
election.

12.2 ACTING CHAIRPERSON
12.2.1 if the Chairperson is unable to attend at any meeting of the State
Committee, the other members of the State Committee shall appoint another person
to act as Chairperson at that meeting.
12.2.2 if the Chairperson dies, becomes of unsound mind or ceases to be a
member of the Association for any of the reasons set out in clause 7.3 of these
Rules, then that person shall cease to be the Chairperson, and the State Committee
shall appoint bone of its members to be Chairperson until the next Annual General
Meeting.

12.3 ELECTION OF CHAIRPERSON
The Chairperson shall be elected by the members of the State Committee at any
meeting of the State Committee at the conclusion of which the office of Chairperson
would otherwise be vacant or the term of the Chairperson then holding office is due
to end. The Chairperson shall be a nutrition professional.

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12.4 SECRETARY AND TREASURER
12.4.1 the Secretary of the State Committee shall be el ected by
members of the State Committee at any meeting of the State Committee at the
conclusion of which the office of secretary would otherwise be vacant or the term of
the person holding that office is due to end.
12.4.2 the State Committee may elect a treasurer at anyi meeting of
the State Committee at the conclusion of which the office of Treasurer would
otherwise be vacant.
12.4.3 any Secretary or Treasurer elected in accordance with the
above sub -clauses shall hold office from the conclusion of th e State Committee
meeting following his or her election, until the conclusion of the State Committee
meeting nearest to the Annual General Meeting nearest to two years after such
election.
12.4.4 the Secretary and Tre asurer shall be such persons as are
con sidered by the State Committee to be suitable for those positions, whether or not
those persons are members of the Association, and whether or not those persons
are members of the State Committee. Neither the Secretary nor Treasurer shall
become a member of the State Committee, unless he or she is otherwise appointed
a member of the State Committee in accordance with clause 11 of these Rules.

13. POWERS AND DUTIES OF STATE COMMITTEE

13.1 MANAGEMENT POWERS OF STATE COMMITTEE
The business of the Associati on shall be managed by and vested in the State
Committee. The State Committee may exercise all powers of the Association as are
not required by the Act, or by this Constitution and these Rules, to be exercised by
the Association in general meeting.

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13.2 ENGAGEMENT OF EMPLOYEES
The State Committee shall engage all such officers and servants as it maly consider
necessary and shall regulate their duties and fix their salaries.
13.3 MINUTES
The State Committee shall cause minutes to be made of:
13.3.1 all app ointments of officers;
13.3.2 the names of members of the State Committee present at all meetings
of the Association and of the State Committee; and
13.3.3 all proceedings and all meetings of the Association and of the State
Committee.
13.4 SIGNATURE OF MINUTES
Such minutes shall be signed by the Chairperson of the meeting at which the
proceedings were held or by the Chairperson of the next succeeding meeting.
13.5 SUBCOMMITTEES
The State Committee may delegate any of its powers to sub -committees consisti ng
of at least one member of the State Committee and such other persons as it may
determine upon such terms and conditions as the State Committee may see fit and it
may fix the quorum of any such sub -committees.
13.6 DELEGATION OF POWERS TO CHAIRPERSON
The State Committee may specifically delegate any of its powers to the Chairperson.
These powers shall be listed in the State Committee minutes.

14. PROCEEDINGS OF THE STATE COMMITTEE
14.1 TIME AND PLACE OF MEETINGS
The State Committee shall meet at such times and places as may be determined
from time to time by it and in the absence of any such determination at such times

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and places as the Secretary on the instructions of the Chairperson, shall notify to
members of the State Committee.
14.2 VOTING AT MEETINGS
Each member of the State Committee shall have one vote and in the case of an
equality of votes the motion shall be lost.
14.3 QUORUM
At least 50% of the members of the State Committee shall constitute a quorum. Any
member of State Committee who has appointe d a proxy under clause 14.6 shall be
counted, for the purposes of this clause.
14.4 DEEMED RESOLUTIONS
A resolution in writing signed by all the members of the State Committee for the time
being entitled to receive notice of a meeting thereof shall be as v alid and effectual as
if it had been passed at a meeting of the State Committee duly convened and held.
Any such resolution may consist of several documents , in like form, each signed by
one or more members of the State Committee.
14.5 NOTICE OF MEETINGS
Not less than fourteen days notice shall be given to every State Committee member
of any meeting thereof specifying the time, place and general nature of the business
of such meeting or where the Chairperson considers that an emergency exists, he or
she may take such steps as he or she considers necessary to notify the members of
the State Committee of the proposed meeting, notwithstanding that fourteen days
notice shall not have been given.
14.6 PROXIES
A member of the State Committee who is unable to att end a meeting of State
Committee may appoint another member of State Committee to act as his or her
proxy at such meeting. Clauses 10.12, 10.13 and 10.14 shall apply to such
appointment, mutatis mutandis.

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15. RECEIPTS AND EXPENDITURE
15.1 ACCOUNTS TO BE KEPT
True accounts shall be kept of:
15.1.1 all sums of money received and expended by the Association and the
matter in respect of which the receipt or expenditure takes place; and
15.1.2 the property, credits and liabilities of the Association and, subject to
any reasonable restrictions as to time and manner of inspecting them that may be
imposed by the Association for the time being, those accounts shall be open to the
inspection of the members of the Association.
15.2 SECRETARY’S RESPONSIBILITY
The Secret ary of the Association shall be responsible for ensuring that all general
records, accounting books, documents, securities and records of receipts and
expenditure connected with the operations and business of the Association are
faithfully kept in such for mal manner as the State Committee may direct.
15.3 TREASURER’S RESPONSIBILITY
If a Treasurer is appointed by the State Committee, he or she shall assist the
Secretary in carrying out his or her duties in managing the funds of the Association.
15.4 PLACE FO R KEEPING RECORDS, BOOKS AND DOCUMENTS
The accounts, books, documents and securities of the Association shall be kept at
the Association’s office or at such place as the State Committee may decide.
15.5 INSPECTION OF RECORDS, BOOKS AND DOCUMENTS
The record s, books and other documents of the Association, shall be open to
inspection, free of charge, by a member of the Association at any reasonable hour,
upon the giving of at least 48 hours notice in writing.

16. AUDITOR
16.1 APPOINTMENT OF AUDITOR

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At each Annual General Meeting of the Association, the members present shall
appoint a person as the Auditor of the Association who is not a member or the Public
Officer of the Association and who is otherwise eligible for such ap pointment,
pursuant to the Act.

16.2 QUALIFICATION OF AUDITOR
The auditor shall be a qualified company auditor within the meaning of the
Corporations Law of Australia.
16.3 TERM OF APPOINTMENT
A person so appointed shall hold office until the Annual General Meeting next after
that at which he or she is appointed, and is eligible for re -appointment.
16.4 APPOINTMENT OF FIRST AUDITOR
The first Auditor of the Association may be appointed by the State Committee before
the first Annual General Meeting, and, if so appointed, shall hold office until t he first
Annual General Meeting, unless previously removed by a resolution of the members
at the general meeting, in which case the members at that meeting may appoint an
Auditor to act until the first Annual General Meeting.
16.5 REPLACEMENT OF AUDITOR
If an appointment is not made at an Annual General Meeting or if the office of Auditor
shall be vacant for any other reason, the State Committee shall appoint an Auditor of
the Association for the period until the next Annual General Meeting.

17. AUDIT OF ACCOU NTS
17.1 ANNUAL AUDIT
Once at least in each financial year of the Association, the accounts of the
Association shall be examined by the Auditor pursuant to the powers and duties
referred to in the Act.

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17. 2 CERTIFICATE OF AUDITOR
The Auditor shall certify as to the correctness of the accounts of the Association and
shall report thereon to the members present at the Annual General Meeting in
accordance with the requirements of the Act.
17.3 REPORT OF AUDITOR
In his or her report and in certifying to the acco unts, the Auditor shall state whether:
17.3.1 he or she obtained the information required by him or her;
17.3.2 in his or her opinion, the accounts a re properly drawn up so as to
exhibit a true and correct view of the financial position of the Associatio n according to
the information at his or her disposal and the explanations given to him or her and as
shown by the books of the Association; and
17.3.3 the Rules relating to the administration of the funds of the Association
have been observed.
17.4 RIGHT OF ACCESS OF AUDITOR
The Auditor:
17.4.1 has a right of access to the accounts, books, records, vouchers and
documents of the Association;
17.4.2 may require from the employees of the Association such information
and explanations as may be necessary for the performance of his or her duties as
Auditor;
17.4.3 may employ persons to assist him or her in investigating the accounts
of the Association; and
17.4.4 may, in relation to the accounts of the Association, examine any
member of the State Committee o r any employees of the Association.

18. ANNUAL SUBSCRIPTION
The Council of the Australian Nutrition Foundation Inc. shall determine from time to
time the amount of subscription payable by each ordinary member.

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19. ALTERATION OF RULES AND OBJECTS
19.1 VOTING ON A LTERATIONS AND OBJECTS
This Constitution including these Rules and Objects may be amended by special
resolution passed by a three -quarters majority of the votes cast by those
members who vote at a properly convened and constituted general meeting
either in person or by proxy.
19.2 NOTICE OFPROPOSED ALTERATIONS
Notice of the proposed amendment shall be given to members no less than
twenty -eight days prior to the said general meeting.

20. PUBLIC OFFICER
20.1 APPOINTMENT OF PUBLIC OFFICER
State Committee shall a ppoint a person resident in New South Wales to be the
Public Officer of the Association for the purposes of the Act. The State Committee
may, at any time, remove such person as Public Officer of the Association .
20.2 REPLACEMENT OF PUBLIC OFFICER
Should t hat office at any time become vacant, the State Committee shall, within
fourteen days after the said office becoming vacant, appoint another person to fill the
vacancy.
20.3 DUTIES OF PUBLIC OFFICER
The public officer shall comply with all relevant requir ements of the Act, including the
due notification of the said officer’s full name and address and any subsequent
changes therein.

21. SEAL OF THE FOUNDATION
21.1 FORM OF SEAL

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The seal of the Association shall be in the form of a rubber stamp, inscribed with t he
name of the Association encircling the word “seal”.
21.2 USE OF SEAL
The seal of the Association shall not be affixed to any instrument except by authority
of the State Committee and the affixing thereof shall be attested by the signatures of
two membe rs of the State Committee and that attestation is sufficient evidence for all
purposes that the seal was affixed by authority of the State Committee.
21.3 CUSTODY OF SEAL
The seal shall remain in the custody of the Secretary.

22. RESOLUTION OF INTERNAL DISPU TES
Disputes between members (in their capacity as members) of the Association, and
disputes between members and the Association, are to be referred to a Council
Justice Centre for mediation n accordance with the Community Justice Centres Act,
1983.

23. INDEM NITY
Every member of the State Committee, Auditor and other officer and employee of the
Association shall be indemnified out of the assets of the Association against any
liability incurred by him or her in defending any proceedings, whether civil or crimin al
in which judgment is given in his or her favour or in which he or she is acquitted or in
connection with any application under the Act in which relief is granted to him or her
by the Court in respect of any alleged negligence, default, breach of duty or breach of
trust in connection with the Association.

24. BY -LAWS
The State Committee may from time to time make, amend and repeal By -Laws
(subject to the Act and these Rules) in respect of any subject or matter for the

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general order and good government of the Association and for the management and
conduct of its affairs, whether or not such subject or matter is expressly referred to in
these Rules as one concerning which By -Laws may be made. Notwithstanding the
foregoing provisions of this clause any By -Law ma y be amended or repealed lby
ordinary resolution passed at any general meeting of the Association.
25. FINANCIAL YEAR
The financial year of the Association is the period beginning on the 1 st day of January
in each year and ending on the 31 st day of the Decembe r next following.

26. WINDING UP
If, upon the winding up or dissolution of the Association, there remains, after
satisfaction of all its debts and liabilities, any property whatsoever, such property
shall be given to the Australian Nutrition Foundation Inc., if it is still in existence as an
incorporated association within the meaning of Associations Incorporation Act, 1991,
of the Australian Capital Territory. If it is not, such property shall be given or
transferred to such one or more organizations involved in nutrition and dietetics that
is based on the science of human nutrition at or before the time of dissolution of the
Association and in default thereof by such judge of the Supreme Court of New South
Wales as may have or acquire jurisdiction in the matt er.

27. DEFINITIONS
“Act” means the Associations Incorporation Act, 1984, New South Wales.

“Association” means the Australian Nutrition Foundation NSW Division Incorporated,
an association duly incorporated pursuant to the Act.

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“nutrition professional” mean s a person having such tertiary educational qualifications
and experience in nutrition as are determined from time to time by the State
Committee.

“ordinary members” means persons or corporations who become members of the
Association pursuant to clause 5. 1 of these Rules.

“Regional Branches” means the branches established by the State Committee
pursuant to clause 6.1 of these Rules.

“special resolution” means a resolution defined by the Act as a special resolution.

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