ASSOCIATIONS INCORPORATIONS ACT.1981 (VICTORIA)
RULES OF
THE AUSTRALIAN SOCIETY FOR COLPOSCOPY AND CERVICAL PATHOLOGY INCORPORATED
RULES OF THE AUSTRALIAN SOCIETY FOR COLPOSCOPY AND CERVICAL PATHOLOGY INCORPORATED
1. NAME
1.1 The name of the incorporated association is –
THE AUSTRALIAN SOCIETY FOR COLPOSCOPY AND CERVICAL PATHOLOGY INCORPORATED.
2. DEFINITIONS AND INTERPRETATION
2.1 In these Rules, unless the contrary intention appears -
‘Society’ means The Australian Society for Colposcopy and Cervical Pathology Incorporated;
‘Committee’ means the Committee of Management of the Society;
‘Financial year’ means the year ending 30th June;
‘General Meeting’ means a general meeting of members convened in accordance with Rule 10;
‘Member’ means a member of the Society;
‘Ordinary member of the Committee’ means a member of the Committee who is not an office bearer of the Society under Rule 12;
‘The Act’ means the Associations Incorporation Act 1981 of the State of Victoria; and
‘The Regulations’ means the Regulations under the Act.
2.2 In these Rules, a reference to the Secretary of the Society is a reference -
(a) where a person holds office under these Rules as Secretary of the Society - to that person; and
(b) in any other case, to the Public Officer of the Society.
2.3 Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Interpretation of Legislation Act 1984 of the State of Victoria and the Act as in force from time to time.
3. OBJECTS
3.1 The purposes of the Society are to provide further education and the dissemination of knowledge of colposcopy, pathology (including cytology, genetics, immunopathology etc.) and basic science relevant to the understanding of the physiology, pathogenesis, prevention, diagnosis and management of the disease processes of the cervix, vagina and vulva.
3.2 In furthering these purposes, the Society will -
(a) encourage, promote, and sponsor educational activities;
(b) advise other learned bodies and government on scientific and financial aspects relating to the Society's purposes;
(c) establish relationships with national and international organisations; and
(d) promote activities that further the purposes of the Society.
4. FINANCES
4.1 Source of Funds
4.1.1 Finance shall be obtained from -
(a) members' annual subscriptions, the amount of which (for each category of membership) shall be determined by the Committee;
(b) registration fees for seminars, conferences and educational courses sponsored by or on behalf of the Society, the level of fees to be determined by the Committee and which may be -
(i) varied according to the category of membership;
(ii) varied for guests of members and non-members; or
(iii) waived in the case of invited lecturers and official guests; and
(c) endowments, grants, public subscriptions, voluntary contributions, fund-raising efforts, authorised public appeals and other means approved by the Committee.
4.2 Use of Income and Assets
4.2.1 The assets and income of the Society shall be applied solely in furtherance of its objects and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of the Society.
5. MEMBERSHIP
5.1 Composition
The members of the Society shall comprise -
5.1.1 Ordinary Members, who shall be medical practitioners of recognised specialist status interested in the activities of the Society. Such members shall have the right to participate in general meetings, to vote and to be an office bearer or ordinary member of the Committee.
5.1.2 Associate Members, who shall be other medical practitioners and non-medical practitioners (e.g. cytotechnologists, nurse practitioners, paramedical practitioners) who have an interest in the activities of the Society or who are working in a related field. Associate Members shall have the right to participate in general meetings and to vote. They cannot become office bearers of the Society but may be represented by one of their number sitting as an ordinary member of the Committee.
5.1.3 Life Members. From time to time the Committee may confer Life Membership on a member of the Society who has given extraordinary service to the Society. Any member of the Committee may make such a nomination. The nomination must be approved by the Committee by majority vote. Life members are entitled to participate fully in the affairs of the Society.
5.1.4 Honorary Members, who shall be practitioners who have made outstanding contributions to the field of colposcopy, cervical pathology or related disciplines and who do not desire full participation in the activities of the Society. Such practitioners may be proposed to the Committee for consideration of honorary membership. Honorary Members shall have the right to participate in general meetings but shall have no right to vote or to become a member of the Committee.
5.2 Election to Membership
5.2.1 Ordinary Members and Associate Members. Application shall be made on the appropriate form by a person who fulfils the criteria set out in subclauses 5.1.1 or 5.1.2. Such applications will be ratified by the Committee. All new members will be announced at the next Annual General Meeting of the Society. A member approved by the Committee shall be eligible to participate in the Society's activities upon the payment of the initial subscription. The Committee may refuse membership if the Committee considers that the practices or conduct of the applicant may be prejudicial to the interests of the Society or to the reputation of the medical profession as a whole.
5.2.2 Life Members. May be nominated by any member of the Committee and will be approved by the full Committee.
5.2.3 Honorary Members. Nomination for honorary membership may be made to the Committee by any member of the Society. The Committee by majority vote must approve the nomination.
6. REGISTER OF MEMBERS
6.1 The Secretary shall keep and maintain a Register of Members in which shall be entered the full name, address and date of entry of the name of each member. The Register shall be available for inspection by members at the address of the Public Officer.
7. RESIGNATION, DISCIPLINE AND EXPULSION OF MEMBERS
7.1 Resignation
7.1.1 A member of the Society who has paid all moneys due and payable by him / her to the Society may resign from the Society by first giving one month's notice in writing to the Secretary of his / her intention to resign and upon the expiration of that period of notice, the member shall cease to be a member.
7.1.2 Upon the expiration of the period of a notice given under subclause 7.1.1, the Secretary shall make in the Register of Members an entry recording the date on which the member by whom notice was given ceased to be a member.
7.1.3 A member of the Society ceases to be a member if that member fails to pay the annual subscription within six months of the date upon which the subscription is due and payable.
7.2 Discipline and Expulsion
7.2.1 Subject to these Rules, the Committee may by resolution -
(a) expel a member from the Society; or
(b) suspend a member from membership of the Society for a specified period in accordance with any regulations of the Committee if the Committee is of the opinion that the member
(i) has refused or neglected to comply with these Rules; or
(ii) has been guilty of conduct unbecoming a member or prejudicial to the interests of the Society.
7.2.2 A resolution of the Committee under subclause 7.2.1 -
(a) does not take effect unless the Committee at a meeting held not earlier than fourteen and not later than twenty-eight days after the service on the member of a notice under subclause 7.2.3 confirms the resolution in accordance with this clause; and
(b) where the member exercises a right of appeal to the Society under this clause, does not take effect unless the Society confirms the resolution in accordance with this clause.
7.2.3 Where the Committee passes a resolution under subclause 7.2.1, the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing -
(a) setting out the resolution of the Committee and the grounds on which it is based;
(b) stating that the member may address the Committee at a meeting to be held not earlier than fourteen and not later than twenty-eight days after service of the notice;
(c) stating the date, place and time of that meeting;
(d) informing the member that he / she may do one or more of the following -
(i) attend the meeting;
(ii) give the Committee before the date of that meeting a written statement seeking revocation of the resolution; or
(iii) not later than twenty-four hours before the date of the meeting, lodge with the Secretary a notice to the effect that he / she wishes to appeal to the Society in general meeting against the resolution.
7.2.4 At a meeting of the Committee held in accordance with subclause 7.2.2(a), the Committee shall -
(a) give to the member an opportunity to be heard;
(b) give due consideration to any written statement submitted by the member; and
(c) by resolution determine whether to confirm or to revoke the resolution.
7.2.5 Where the Secretary receives a notice from the member under subclause 7.2.3(d)(iii), the Secretary shall notify the Committee and the Committee shall convene a general meeting of the Society to be held within twenty-eight days after the date on which the Secretary received the notice.
7.2.6 At a general meeting of the Society convened under subclause 7.2.5 -
(a) no business other than the question of the appeal shall be transacted;
(b) the Committee may place before the meeting details of the grounds of the resolution and the reasons for the passing of the resolution;
(c) the member shall be given an opportunity to be heard; and
(d) the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.
7.2.7 If at the general meeting -
(a) two-thirds of the members vote in person in favour of the confirmation of the resolution, the resolution is confirmed; and
(b) in any other case, the resolution is revoked.
8. ANNUAL GENERAL MEETING
8.1.1 The Society shall in each calendar year convene an annual general meeting of its members.
8.1.2 The annual general meeting shall be held at such time, date and place as may be determined by the Committee.
8.1.3 The annual general meeting shall be specified as such in the notice convening it.
8.1.4 The ordinary business of the annual general meeting shall be -
(a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
(b) to receive from the Committee reports upon transactions of the Society during the last preceding financial year;
(c) to elect the ordinary members of the Management Committee at every second such meeting;
(d) to receive and consider the audited statement submitted by the Society in accordance with section 30 (3) of the Act; and
(e) to elect the auditor(s) for the ensuing year.
8.1.5 The annual general meeting may transact special business of which notice is given in accordance with these Rules.
8.1.6 The annual general meeting shall be in addition to any other general meetings that may be held in the same year.
8.1.7 At least fourteen days notice of the annual general meeting shall be given to all members.
8.1.8 Ten members personally present being members entitled to vote at a general meeting constitute a quorum for the transaction of business at the annual general meeting.
9. SPECIAL GENERAL MEETING
9.1 All general meetings other than the annual general meeting shall be called ‘special general meetings’.
9.2 The Committee may whenever it thinks fit convene a special general meeting of the Society.
9.3 The Committee shall on a requisition in writing of members representing not less than 10% of the total number of members, convene a special general meeting of the Society.
9.4 The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and sent to the address of the Secretary and may consist of several documents in like form, each signed by one or more of the members making the requisition.
9.5 If the Committee does not cause a special general meeting to be held within one month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition or any of them may convene a special general meeting to be held not later than three months after that date.
9.6 A special general meeting convened by members in pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expenses incurred in convening the meeting shall be refunded by the Society to the persons incurring the expenses.
10. NOTICE OF GENERAL MEETINGS
10.1 The Secretary of the Society shall at least fourteen days before the date fixed for holding a general meeting of the Society cause to be sent by pre-paid post or e-mail to each member of the Society at his / her postal or e-mail address appearing in the Register of Members a notice stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
10.2 No business other than that set out in the notice convening the meeting shall be transacted at the meeting.
10.3 A member desiring to bring any business before a general meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice.
11. PROCEEDINGS AT MEETINGS
11.1 All business that is transacted at a special general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in these Rules as being the ordinary business of the annual general meeting shall be deemed to be special business.
11.2 Quorum
11.2.1 No item of business shall be transacted at a general meeting unless a quorum of members entitled under these Rules to vote is present during the time when the meeting is considering that item.
11.2.2 Ten members personally present (being members entitled under these Rules to vote at a general meeting) shall constitute a quorum for the transaction of the business of a general meeting.
11.2.3 If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chair at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting the members present [being not less than seven shall be a quorum.
11.3 Chair
11.3.1 The President or in his / her absence the Vice-President shall preside as Chair at each general meeting of the Society.
11.3.2 If the President and the Vice-President are absent from a general meeting, the members present shall elect one of their number to preside as Chair at the meeting.
11.4 Adjournment of Meeting
11.4.1 The Chair of the general meeting at which a quorum is present may with the consent of the meeting adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
11.4.2 Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of a general meeting.
11.4.3 Except as provided in subclauses 11.4.1 and 11.4.2, it is not necessary to give notice of adjournment or of the business to be transacted at the adjourned meeting.
11.5 Voting at a Meeting
11.5.1A question arising at a general meeting of the Society shall be determined on a show of hands, unless before or on the declaration of the show of hands a poll is demanded. Declaration by the Chair that a resolution has been carried or carried unanimously or carried by a particular majority or lost and an entry to that effect in the Minutes of the meeting is evidence of the fact without proof of the number or proportion of votes recorded in favour of or against that resolution.
11.5.2 Upon any question arising at a general meeting of the Society a member has one vote only.
11.5.3 All votes shall be given personally.
11.5.4 In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.
11.5.5 A member is not entitled to vote at any general meeting unless all moneys due and payable by the member to the Society have been paid, including the amount of the annual subscription payable in respect of the current financial year.
11.5.6 There shall be no votes cast by proxy at any general meeting of the Society.
11.6 Poll
11.6.1 If at a meeting a poll on any question is demanded by not less than three members, it shall be taken in such manner as the Chair may direct whether at that meeting or by postal ballot conducted within twenty-one days after the day of the meeting and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
11.6.2 A poll that is demanded on the election of a Chair or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall, unless the Chair has directed that a postal ballot be held pursuant to subclause 11.6.1, be taken at such time before the close of the meeting as the Chair may direct.
12. COMMITTEE OF MANAGEMENT
12.1 The affairs of the Society shall be managed by a Committee of Management constituted as provided in clause 12.3.
12.2 The Committee -
(a) shall control and manage the business and affairs of the Society;
(b) may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Society other than those powers and functions that are required by these Rules to be exercised by a general meeting of the members of the Society; and
(c) subject to these Rules, the Regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Society including the conduct of postal ballots on any matter.
12.3 The Committee shall consist of the following office bearers -
and four ordinary members of the Committee.
12.4 All members of the Committee shall be Ordinary Members of the Society as defined in subclause 5.1.1 of these Rules, except that one ordinary member of the Committee may be an Associate Member as defined in subclause 5.1.2.
12.5 The office bearers for each two year period shall be elected by the Committee before each Annual General Meeting at which there is to be an election for the Committee.
12.6 The Committee shall have the power to co-opt members of the Society as members of the Committee, provided that at any one time there are no more than two such co-opted members.
12.7 All office bearers and ordinary members of the Committee shall be elected for a term of two years.
12.8 Having served one term of two years, office bearers and members of the Committee shall be eligible for re-election but an office bearer may not serve more than three consecutive terms in the same office.
12.9 Election of Committee Members
12.9.1 Candidates for election as ordinary members of the Committee shall be nominated by one and seconded by another member of the Society and accompanied by the consent of the candidate.
12.9.2 Candidates for election as office bearers must have served at least one term as an ordinary member of the Committee at some time prior to being nominated for election as an office bearer.
12.9.3 If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
12.9.4 If the number ofnominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
12.9.5 If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.
12.9.6 The ballot for the election of office bearers and ordinary members of the Committee shall be conducted at the relevant annual general meeting in such usual and proper manner as the Committee may direct.
12.9.7 In the event of a casual vacancy occurring during the year, the Committee shall have power to appoint a new member to fill the vacancy from the members ofthe Society. Any person so appointed shall hold office only until the next annual general meeting but shall be eligible for re-election.
12.10 Conflict of Interest
12.10.1 No member of the Committee shall be appointed to or retain any paid office ofthe Society whilst he / she is a member ofthe Committee.
12.10.2 No member of the Committee shall directly or indirectly supply or provide goods or services to the Society for reward in a commercial or professional transaction where such goods or services can be satisfactorily obtained elsewhere locally.
12.10.3 Any member of the Committee who has a financial interest in any contract or arrangement made or proposed to be made with the Society shall disclose that interest at the first meeting of the Committee at which the contract or arrangement is first considered if his / her interest then exists or in any other case at the first meeting of the Committee after the acquisition of such interest. If the member becomes interested in a contract or arrangement after it is made or entered into by the Committee on behalf of the Society, the member shall disclose his / her interest at the first meeting of the Committee after the member becomes so interested.
12.11 Vacation of Office
12.11.1No member of the Committee shall vote as a member of the Committee in respect of any proposed contract or arrangement in which the member is so interested as aforesaid and if he / she does so vote then the member’s vote shall not be counted.
12.11.2 For the purposes of these Rules, the office of an office bearer of the Society or of an ordinary member of the Committee thereupon becomes vacant if the office bearer or member -
(a) ceases to be a Member of the Society;
(b) becomes an insolvent under administration within the meaning of the (Victoria) Companies Code;
(c) resigns his / her office by notice in writing given to the Secretary; or
(d) is absent for three consecutive Committee meetings without acceptable reason or leave of absence from the Committee.
13. REMOVAL OF MEMBER OF COMMITTEE
13.1 The Society in general meeting may by resolution remove any member of the Committee before the expiration of the member’s term of office and appoint another member in his / her stead to hold office until the expiration of the term of the first-mentioned member.
13.2 Where the member to whom a proposed resolution referred to in subclause 13.1 makes representations in writing to the Secretary or President of the Society (not exceeding a reasonable length) and requests that they be notified to the members of the Society, the Secretary or the President may send a copy of the representations to each member of the Society and if they are not so sent the member may require that they be read out at the meeting.
14. PROCEEDINGS OF COMMITTEE
14.1 Meetings
14.1.1 The Committee shall meet at least twice per year at such places and times as the Committee may determine.
14.1.2 Meetings may be held at more than one place, provided that the technology used enables each member present at each place the meeting is held to clearly and simultaneously communicate with every other such member.
14.1.3Special meetings of the Committee may be convened by the President or by any four members of the Committee.
14.1.4 Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.
14.2 Quorum
14.2.1 Any four members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.
14.2.2 No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.
14.2.3 No item of business shall be transacted at a meeting of the Committee unless a quorum of members of the Committee is present during the time when the meeting is considering that item.
14.3 Chair
14.3.1 At meetings of the Committee -
(a) the President or in his / her absence the Vice-President shall preside as Chair; or
(b) if the President and the Vice-President are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside as Chair.
14.4 Voting
14.4.1 Questions arising at a meeting of the Committee or of any subcommittee appointed by the Committee shall be determined on a show of hands or if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine.
14.4.2 Each member present at a meeting of the Committee or of any subcommittee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote and in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
14.5 Notice of Meetings
14.5.1 Written notice of each Committee meeting shall be served on each member of the Committee by delivering it to him / her at least fourteen days before the meeting or by sending it by e-mail at least ten business days before the date of the meeting.
14.5.2 Subject to subclause 14.2.1 the Committee may act notwithstanding any vacancy on the Committee.
15. SUBCOMMITTEES
15.1 The Committee may appoint such management subcommittees consisting of members of the Committee as the Committee thinks fit. Members of the Society or other interested persons may be co-opted in any advisory capacity but shall have no voting rights.
15.2 The Committee may also appoint other subcommittees not concerned with the direct management of the Society with membership drawn from members of the Society or other interested persons for fund raising, social and other similar purposes. Members of such subcommittees shall have voting rights only within the subcommittees to which they have been appointed.
15.3 The quorum for meetings of a subcommittee shall be one-third of its members (to the nearest whole number). At the first meeting of a subcommittee, the members shall appoint a Chair from amongst themselves to preside at their meetings.
16. SECRETARY
16.1 The Secretary of the Society shall -
(a)notify relevant members of meetings;
(b) keep minutes of the resolutions and proceedings of each general meeting and each Committee meeting, together with a record of the names of persons present at Committee meetings; and
(c) deal with correspondence and motions as directed.
17. TREASURER
17.1 The Treasurer of the Society shall -
(a) collect and receive all moneys due to the Society and make all payments authorised by the Society; and
(b) keep correct accounts and books showing the financial affairs of the Society with full details of all receipts and expenditure connected with the activities of the Society.
17.2 The accounts and books referred to in subclause 17.1(b) shall be available for inspection by members.
18. PUBLIC OFFICER
18.1 Provided that the Secretary is not more than 72 years of age and is resident in Victoria, the Secretary shall be the Public Officer of the Society and as such shall be responsible for all duties as required by the Act and all other Acts of Parliament, State or Federal. If the Secretary is not so qualified to be the Public Officer, then the Committee shall nominate another Committee member who is so qualified or if no member of the Committee is so qualified then another Member of the Society who does qualify, to be the Public Officer of the Society.
19. FINANCIAL ADMINISTRATION
19.1 The funds of the Society shall be lodged in such investments as are authorised by the law for the time being in force for the investment of trust funds or on deposit with a bank.
19.2 In addition to his duties and responsibilities under subclause 16.1, the Treasurer shall issue receipts for all moneys received, pay all accounts which have been passed for payment by the Committee and submit a financial report at each Committee meeting.
19.3 At least once a year the books shall be examined and audited by the auditor(s) appointed at the annual general meeting.
20. NOTICES
20.1 A notice may be served by or on behalf of the Society upon any member either personally or by sending it by post or e-mail to the member at the relevant address shown in the Register of Members.
20.2 Where a document is properly addressed, pre-paid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.
20.3 The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at the meeting.
21. AUDITOR
21.1 The Auditor(s) appointed shall be a member of some recognised institute of accountants or if no such Auditor is available shall be a person sufficiently versed in business practice to carry out capably the duties of Auditor.
22. BANKING
22.1 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments exceeding $10,000.00 in value (or such other sum as may be determined by the Committee from time to time) shall be signed by the Treasurer and one other office bearer of the Society.
22.2 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments up to and including $10,000.00 in value (or such other sum as may be determined by the Committee from time to time) may be signed by the Treasurer alone.
22.3 If for any reason the Treasurer is absent or otherwise unavailable or unable to sign cheques, drafts. bills of exchange, promissory notes and other negotiable instruments, the Committee may appoint another office bearer of the Society to sign in place of the Treasurer.
23. SEAL
23.1 The Committee will determine whether or not the Society is to have a common seal and, if so, will provide for the safe custody of such seal.
23.2 The Common Seal shall not be affixed to any instrument except by the Authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either of two members of the Committee or of one member of the Committee and of the Public Officer of the Society.
24. ALTERATION OF RULES AND STATEMENT OF PURPOSES
24.1 Any proposed alteration to these Rules and the Statement of Purposes of the Society shall be made in accordance with the Act.
25. WINDING UP
25.1 The Society shall not be dissolved or wound up except by way of a resolution passed by not less than three-fourths of those members present and entitled to vote at a special general meeting of members called specially for that purpose.
25.2 If upon the winding up or dissolution of the Society there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Society but shall be given or transferred to the Cancer Council of Australia or to or among such other institution or institutions having objects or purposes similar to those of the Society and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Society under subclause 4.2 or to some other fund, authority or institution meeting the requirements of Section 78 (1) (a) of the Income Tax Assessment Act 1936 (as amended) as shall be determined by the Society in general.
26. ANNUAL RETURNS
26.1 Within one month following the Annual General Meeting each year, the Society shall give a copy of the Statement received under subclause 8.1.4(d) hereof to the Registrar of Incorporated Associations in accordance with the Act.
27. CUSTODY OF RECORDS
27.1 Except as otherwise provided in these Rules. the Secretary shall keep in his / her custody or under his / her control all books, documents and securities of the Society.