ADGA RULES & REGULATIONS
The name of the incorporated association is “Australian Date Growers Association”, referred to herein as ‘the association’.
Committee means the committee of management of the association;
Commercial date growers means those date growers who have ten or more date palms in the ground at a property situated in Australia and who sell or intend to sell dates for commercial gain;
Fully paid members means Commercial date growers and date fruit processors/ marketers/ researchers who pay the annual subscription fee, who hold voting rights
General meeting means a general meeting of members of the association convened in accordance with these rules;
Hobby date growers means those date growers who have less than ten date palms in the ground at a property situated in Australia;
Industry means the Australian date industry
Member means a member of the association,
The Act means the Associations Incorporation Act 1985;
Special resolution means a special resolution as defined under the act;
Month shall mean a calendar month.
3. Objects and Purposes of the Association
The purposes of the association are;
3.1 To represent and promote the interests of Commercial date growers, of Industry generally, and participants in the Industry in matters of general interest that may affect the wellbeing and viability of the Industry;
3.2 To provide an avenue for communication and dissemination of information between stakeholders in the Industry and promote willing collaboration for the betterment of the Industry;
3.3 To facilitate the development and implementation of research, development and marketing activities that will maximise the profitability of the Industry and its participants;
3.4 To make representations to Government and other relevant organisation or authorities on issues pertinent to the industry;
3.5 To promote best practice in the growing of date palms and Industry standards;
4. Powers of the Association
The association shall have all the powers conferred by section 25 of the Act.
5.1 Membership of the association shall include the following types;
5.1.1 Commercial Date Growers.
Commercial Date Growers can become members of the association by payment of the annual subscription fee and shall remain members while their subscription remains current. Commercial Date Grower members have voting rights.
5.1.2 Date fruit processors/marketers/researchers.
Date fruit processors/marketers/researchers can become members of the association by payment of the annual subscription fee and shall remain members while their subscription remains current. These members have voting rights.
5.1.3 Associate members/Hobby & International membership.
Hobby date growers and international people with an interest in the date industry can become members of the association by payment of the annual subscription fee and shall remain members while their subscription remains current. Associate members/Hobby & International members do not have voting rights.
Subject to approval by the committee and the payment of an annual subscription fee as recommended by the committee any person with an interest in the date fruit industry may be admitted as an associate member of the association.
5.2.1 The initial subscription fees for the first term following incorporation of the association will be:
a) Commercial Date Growers - AUD$100.00 plus GST;
b) Date fruit processes/markets/researchers -AUD$100.00 plus GST;
c) Associate Members/Hobby & International members – AUD$50.00 plus GST.
5.2.2 Commercial date growers and date fruit processors/marketers/researchers that pay the annual subscription fee are considered fully paid members who have voting rights.
5.2.3 After the period provided in 5.2.1 above, the subscription fees for membership shall be such sum (if any) as the committee members shall determine. The subscription fees shall be payable annually on the date of the annual general meeting or at a time the committee determines.
5.2.4 Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the association, provided always that the committee may reinstate such a person’s membership on such terms as it thinks fit.
A member may resign from membership of the association by giving two months written notice to the secretary or public officer of the association. The resignation shall take effect on the expiry of the notice whereupon the member shall cease to have any interest in or claim on the funds of the association but shall remain indebted to the association for all contributions and other sums due at the date of resignation taking effect.
5.4 Expulsion of a Member
a) Subject to giving a member an opportunity to be heard or make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the association.
b) Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.
c) The determination of the committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 5.4d below), cease to be a member 14 days after the committee has communicated its determination to the member.
d) It shall be open to the member to appeal the expulsion to the association at a general meeting. The intension to appeal shall be communicated to the secretary or the public officer of the association within 14 days after the determination of the committee has been communicated to the member.
e) In the event of an appeal under 5.4d above, that appellant’s membership of the association shall not be terminated unless the determination of the committee to expel the member is upheld by the members of the association in general meeting after the appellant has been heard by members of the association, and in such event membership shall be terminated at the date of the general meeting at which the determination of the committee upheld.
5.5 Register of Members
The secretary must keep and maintain a register of members that includes;
- The name, postal address and if available the email address of each current member;
- The type of membership;
- The date on which each member was admitted to the association;
- Any information as determined by the committee
- The date of and reason(s) for any termination of membership.
6. The Committee
6.1 Powers and Duties
a) The affairs of the association shall be managed and controlled by a committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do such things as are within the objects of the association, and are not by the Act or by these rules required to be done by the association in general meeting.
b) The committee has the management and control of the funds and other property of the association.
The committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the association on which these rules are silent.
c) The committee shall appoint a public officer as required by the Act.
a) The committee shall be comprised of a chairperson, a secretary, a treasurer, and up to four other members. The committee must have a minimum of 3 members and can have a maximum of 7 members.
b) The chairperson must be the holder of a Commercial Date Grower membership.
c) A committee member shall be a natural person who is a fully paid member.
d) The first committee of the association is appointed from the promoters of the association.
e) The first committee shall hold office prior to incorporation and until the first annual general meeting after incorporation. At this meeting and future annual general meetings, the committee shall be subject to re-election.
f) The committee may appoint a person to fill a casual vacancy, and as such a committee member shall hold office until the next annual general meeting.
6.3 Proceedings of Committee
a) The committee shall meet on a ‘as needs basis’ with meetings conducted in person or by teleconference or other means as convenient.
b) Questions arising at any meeting shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.
c) A quorum for a meeting of the committee shall comprise three committee members.
d) A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract with the association must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to the contract or proposed contract. The member of the committee must disclose the nature and extent of the interest in the contract at the next general meeting of the association.
6.4 Disqualification of Committee Members
The office of a committee member shall become vacant if a committee member is:
- Disqualified from being a committee member by the Act.
- Expelled as a member under these rules
- Permanently incapacitated by ill health
- Absent without an apology from more than three meetings in a financial year
- No longer a member of the association
7. The Seal
7.1 The association shall have a common seal upon which its corporate name shall appear in legible characters.
7.2 The seal shall not be used without the express authorisation of the committee, and every use of the seal shall be recorded in the minute book of the association. The affixing of the seal shall be witnessed by the chairperson and treasurer.
8. General Meetings
8.1 Annual General Meetings
a) The committee shall call an annual general meeting in accordance with the Act and these rules.
b) The first annual general meeting shall be held within 6 months after the incorporation of the association, and thereafter within three months after the end of the association’s financial year.
c) The order of business at the meeting shall be;
i. The confirmation of the minutes of the previous annual general meeting.
ii. The consideration of the accounts and reports of the committee and the auditor’s report if required.
iii. The election of committee members.
iv. The appointment of auditors if required.
v. Any other business requiring consideration by the association in general meeting.
8.2 Special General Meeting
a) The committee may call a special general meeting of the association at any time.
b) Upon requisition in writing of not less than 20% of fully paid members, the committee shall, within one month of the receipt of the requisition, shall convene a special general meeting for the purposes specified in the requisition.
c) Every requisition for a special general meeting shall be signed by the relevant fully paid members and shall state the purpose of the meeting.
d) If a special general meeting is not convened within one month, as required by 8.2b above, the requisitionists (comprising 20% of the association membership), may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee, and for this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the association.
8.3 Notice of General Meetings
a) Subject to 8.3b, at least 14 days’ notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
b) Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
c) A notice may be given by the association to any members with the notice personally, by sending it by post or by email using the addresses as they appear in the register of members.
d) Where a notice is sent by post:
i. The service is effected by properly addressing, prepaying and posting a letter or packet containing the notice; and
ii. Unless the contrary is proved, service will be taken to be effected at the time at which the letter or packet would be delivered in the ordinary course of the mail.
e) Where a notice is sent by email, service will be taken to be effected at the time it was sent if sent is during ordinary business hours in South Australia or the next business day in South Australia if the email is sent outside of ordinary business hours in South Australia, conditional upon the sender not receiving an ‘undeliverable’ message.
8.4 Proceedings at General Meetings
a) Five Fully paid members present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting.
b) If a quorum is not present within 30 minutes after the notified commencement time of a general meeting:
i. In the case of a meeting convened by fully paid members under rule 8.2, the meeting will be dissolved.
ii. In any other case the meeting must be adjourned to a date 14 days after the adjournment at the same place and time of day and if at such an adjourned meeting a quorum is not present within 30 minutes of the of the time appointed, the members present shall form a quorum.
c) Subject to 8.4d, the chairperson shall preside as chairperson at a general meeting of the association.
d) If the chairperson is not present within five minutes after the time appointed for the holding of the meeting, or he or she is present but declines to take or retires from the chair, the fully paid members may choose a committee member or one of their own number to be the chairperson of the meeting.
8.5 Voting at General Meetings
On any question arising at a general meeting;
a) Subject to the sub-rule 8.5e, each fully paid member is entitled to one vote.
b) Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of fully paid members who vote in person or, where proxies are allowed, by proxy at that meeting.
c) Unless a poll is demanded by at least five fully paid members, a question for decision at a general meeting must be determined by a show of hands.
d) A Fully paid member being a body corporate shall be entitled to appoint one person who shall not be a member of the association, to represent it at a particular general meeting or at all general meetings of the association. That person shall be appointed by the corporate fully paid member by a resolution of its board, which may be authenticated under its seal. Such a person shall be deemed to be a member of the association for all proposes until the authority to represent the corporate member is revoked.
e) If the question is whether or not to confirm the minutes of a previous general meeting, only fully paid members who were present at that general meeting may vote.
8.6 Poll at General Meetings
a) If a poll is demanded by at least five fully paid members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
b) A poll demanded for the election of a person of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.
8.7 Special and Ordinary Resolutions
a) A special resolution is as defined in the Act.
b) An ordinary resolution is a resolution passed is a simple majority at a general meeting.
A member shall be entitled to appoint in writing a natural person who is a member of the association to be their proxy, and attend and vote at any general meeting of the association.
a) Proper minutes of all proceedings of general meetings of the association and of meetings of the committee, shall be entered within one month after the relevant meeting in minute books kept for the purpose.
b) The minutes kept pursuant to this rule must be confirmed by the fully paid members of the association or members of the committee (as relevant) at a subsequent meeting.
c) The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.
d) Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.
10. Dispute Resolution
a) The dispute resolution procedure to set out in this rule applies to disputes between;
i. A member and another member
ii. A member and the association.
b) 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 parties.
c) If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by all parties.
d) In this rule ‘member’ includes any person who was a member not more than six months before the dispute occurred.
11. Financial Reporting
11.1 Financial Year
The first financial year of the association shall be the period ending on the next 30 June following incorporation, and thereafter a period of 12 months commencing on 1 July and ending on 30 June of each year.
11.2 Accounts to be Kept
The association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the association in accordance with the Act (regulation 8 of the Associations Regulations).
11.3 Accounts and Reports to be Laid Before Members
The accounts, together with the auditor’s report on the accounts, the committee’s statement and the committee’s report, shall be laid before members at the annual general meeting (in accordance with section 35(6) of the Act).
11.4 Annual Returns
The annual (periodic) return shall be lodged with the Consumer and Business services within six months after the end of each financial year. It must be accompanied by a copy of the accounts; the auditor’s report, the committee’s statement, and the committee’s report (refer to section 36(1) of the Act).
11.5 Appointment of Auditor
a) At each annual general meeting, the members shall appoint a person to be auditor of the association.
b) The auditor shall hold office until the next annual general meeting and is eligible for re-appointment.
c) If the appointment is not made at an annual general meeting, the committee shall appoint an auditor for the current financial year.
12. Prohibition Against Securing Profits for Members
The income and capital of the association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the association.
13. Winding Up
The association may be wound up in the manner provided for in the Act.
14. Application of Surplus Assets
a) If after the winding up of the association there remains ‘surplus assets’ as defined in the Act, such surplus asserts shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members.
b) The association may determine to distribute surplus assets to nominated charities.
c) Such organisation or organisations shall be identified and determined by a resolution of members at a general meeting.
These rules may be altered (including an alteration to the association’s name) by special resolution of members of the association. This includes rescission or replacement by substitute rules.
The alteration shall be registered with Consumer and Business Services, Corporate Affairs Commission, as required under the Act.
The registered rules shall bind the association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.
Subject to any provision in these rules or a resolution to the contrary, an alteration to the rules comes into force at the time the alteration is passed. This does not apply to an alteration to the name of the association which does not come into force until registered by Consumer and Business Services, Corporate Services Commission.