Baytul Hikmah Inc.

RULES with proposed revisions

PREPARED FOR

Baytul Hikmah Inc. 9-11, Green Street

DOVETON VIC 3177

Prepared by CASTLE LEGAL PTY LTD

Level 2, 2A Cambridge Street BOX HILL VIC 3128

RULES

INDEX Contents Page Nos PRELIMINARY ................................................................................................................................. 4

1. NAME ................................................................................................................................... 4 2. DEFINITIONS AND INTERPRETATION .................................................................................................. 4

PURPOSES ..................................................................................................................................... 5

3. PURPOSES .............................................................................................................................. 5 MEMBERSHIP ................................................................................................................................. 5

4. APPLICATION AND ADMISSION ........................................................................................................ 5 5. REGISTER OF MEMBERS .............................................................................................................. 6 6. CLASSES OF MEMBERSHIP............................................................................................................. 6 7. MEMBERSHIP FEES .................................................................................................................... 6 8. RIGHTS OF MEMBERS ................................................................................................................. 7 9. CEASING MEMBERSHIP ................................................................................................................ 7 10. DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS ......................................................................... 7 11. DISPUTES AND MEDIATION .......................................................................................................... 9

MEETINGS OF MEMBERS .................................................................................................................10

12. ANNUAL GENERAL MEETINGS ......................................................................................................10 13. SPECIAL GENERAL MEETINGS .......................................................................................................10 14. SPECIAL BUSINESS ...................................................................................................................11 15. NOTICE OF GENERAL MEETINGS ...................................................................................................11 16. QUORUM AT GENERAL MEETINGS .................................................................................................11 17. PRESIDING AT GENERAL MEETINGS ................................................................................................12 18. ADJOURNMENT OF MEETINGS .....................................................................................................12 19. VOTING AT GENERAL MEETINGS ...................................................................................................12 20. MANNER OF DETERMINING WHETHER RESOLUTION CARRIED ..................................................................12 21. PROXIES ..............................................................................................................................13 22. MEETING AT SEVERAL VENUES .....................................................................................................13 23. VIRTUAL MEETINGS OF MEMBERS .................................................................................................13

Council ........................................................................................................................................14

24. POWERS AND FUNCTION ............................................................................................................14 25. OFFICERS .............................................................................................................................14 26. PRESIDENT ............................................................................................................................14 27. ELECTION OF Council MEMBERS .................................................................................................15 28. TENURE OF Council MEMBERS ....................................................................................................15 29. REMOVAL OF Council MEMBER ..................................................................................................16

MEETINGS OF THE Council ...............................................................................................................16

30. CONVENING Council MEETINGS ..................................................................................................16 31. NOTICE OF Council MEETINGS ....................................................................................................16 32. QUORUM FOR Council MEETINGS ................................................................................................16 33. PRESIDING AT Council MEETINGS ................................................................................................17 34. VOTING AT Council MEETINGS ...................................................................................................17

ADMINISTRATION ..........................................................................................................................17

35. NOTICE TO MEMBERS ...............................................................................................................17 36. MINUTES OF MEETINGS ............................................................................................................17 37. SEAL ..................................................................................................................................17 38. CUSTODY AND INSPECTION OF BOOKS AND RECORDS ...........................................................................18 39. ALTERATION OF RULES AND STATEMENT OF PURPOSES ..........................................................................18 40. CREATION, AMENDMENT AND REPEAL OF BY–LAWS .............................................................................18

INDEX (continued) Contents Page Nos

FINANCIAL ....................................................................................................................................18

41. FUNDS ................................................................................................................................18 42. APPLICATION OF INCOME AND PROPERTY .........................................................................................18 43. AUTHORISED SIGNATORIES ..........................................................................................................19 44. BANKERS .............................................................................................................................19 45. AUDIT .................................................................................................................................19

WINDING UP .................................................................................................................................19

46. PROCEDURE FOR WINDING UP ASSOCIATION ......................................................................................19

ASSOCIATIONS INCORPORATION REFORM ACT 2012

Baytul Hikmah Inc.

RULES

PRELIMINARY

1. NAME

The name of the Incorporated Association is Baytul Hikmah Inc. (in these Rules

called the Association).

2. DEFINITIONS AND INTERPRETATION

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

Act means the Associations Incorporation Reform Act 2012

business Day means any day other than a Saturday, Sunday, bank holiday or

public holiday in Victoria

Council means the Council of Directors as defined in Rule 24 and director

means a director elected to the Council

Financial Year means the year ending on 30th June

foundation member means a member of the Association as defined in Rule

4(2)

General Meeting means a meeting of the members of the Association under

Rules 12 and 13

member includes a foundation member

Muslim means a person who adheres to the Sunni school of the Islamic faith

ordinary member means a member of the Association as defined in Rule

4(3)

Register means the Register of members

Regulations means Regulations under the Act

relevant documents has the same meaning as in the Act

Special Resolution means a resolution passed at a General Meeting:–

(a) of which not less than twenty one (21) days notice specifying the

intention to propose the resolution as a Special Resolution is given to

all members; and

(b) of the members who vote in person or by proxy at the meeting, not less

than three quarters vote in favour of the resolution.

PURPOSES

3. PURPOSES

(1) The Association intends to become a charitable institution whose purposes

are charitable and not for profit within the legal sense of those terms.

(2) The principal activity of the Association is to provide services and programs

for the advancement of the Sunni school of the Islamic faith and other

purposes beneficial to the community within Australia and in order to do so

will:–

(a) assist Muslims in the resolution of the Islamic community’s social,

economic, cultural and religious needs;

(b) create and promote the spirit of unity and brotherhood among Muslims

and encourage interfaith activity and understanding within people of

different faiths in the community

(c) promote all forms of education about the Islamic faith and the Islamic

way of life;

(d) promote peace, harmony, integration and tolerance;

(e) work for the welfare, wellbeing, education, enlightenment and

development of Muslim women;

(f) provide a safe and friendly environment for the youth of the community

that facilitates and promotes learning, a healthy and active lifestyle, the

development of virtuous character and an enlightenment of the spirit

based on Islamic principles.

(3) The assets and income of the Association shall be applied solely in

furtherance of its above-mentioned purposes and no portion shall be

distributed directly or indirectly to the members, except as bona fide

compensation for services rendered or expenses incurred on behalf of the

Association.

MEMBERSHIP

4. CLASSES OF MEMBERSHIP

(1) There are 2 classes of membership:-

(a) foundation membership; and

(b) ordinary membership.

(2) A foundation member is:-

(a) a person who has been a member of the Association since its

incorporation; or

(b) a person who has been admitted to foundation membership by the

Council in accordance with these Rules.

(3) An ordinary member is any person admitted to ordinary membership of the

Association.

5. APPLICATION AND ADMISSION TO MEMBERSHIP

(1) Any person who—

(a) is a Muslim;

(b) is 18 years of age or above;

(c) is resident in Victoria; and

(d) supports the purposes of the Association

may apply to the Council for admission to ordinary membership of the

Association.

(2) An eligible ordinary member may apply to the Council for admission to

foundation membership of the Association.

(3) An ordinary member is eligible for foundation membership if the member—

(a) has been a member of the Association for a continuous period of at

least 12 months; and

(b) in the opinion of the Council, has made significant contribution to the

Association or rendered significant service to the Islamic community.

(4) An application for ordinary or foundation membership of the Association must

be:-

(a) made in writing in the form as may be prescribed by the Council from

time to time; and

(b) lodged with the Secretary.

(5) As soon as practicable after an application for ordinary or foundation

membership is received, the Secretary must refer the application to the

Council for consideration.

(6) The Council must decide by resolution whether to accept or decline the

application and instruct the Secretary to inform the applicant of its decision.

(7) The Secretary must notify the applicant in writing of the decision of the Council

as soon as practicable.

(8) If the Council approves an application for ordinary membership –

(a) the Secretary must request the applicant to make payment within

twenty eight (28) days the sum payable under these Rules as the

entrance fee and annual subscription; and

(b) the Secretary must, within twenty eight (28) days after receipt of the

amounts referred to above, enter the applicant's name in the Register.

(9) If the Council approves an application for foundation membership, the

Secretary must update the member’s status in the Register within 28 days of

the Council’s decision.

(10) An applicant becomes an ordinary member and is entitled to exercise the

rights of membership when his or her name is entered in the Register.

(11) An ordinary member becomes a foundation member and is entitled to exercise

the rights of foundation membership when his or her membership status is

updated in the Register.

(12) The Council is not required to provide reasons for declining any application for

ordinary or foundation membership.

5. REGISTER OF MEMBERS

(1) The Secretary must keep and maintain a Register containing:-

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

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

(2) The Register is available for inspection free of charge by any member upon request.

(3) A member may make a copy of entries in the Register.

6. FEES

(1) Payment of the entrance fee and the first month’s instalment of the annual

subscription is a condition precedent to gaining ordinary membership.

(2) The Council may in its discretion prescribe and vary the amounts of the

entrance fee and annual subscription from time to time to take into account

prevailing economic conditions.

8. RIGHTS AND OBLIGATIONS OF MEMBERS

(1) A member of the Association has the right:-

(a) to receive notice of general meetings and of proposed special

resolutions in the manner and time prescribed by these Rules;

(b) to submit items of business for consideration at a general meeting;

(c) to attend and be heard at general meetings;

(d) to have access to the minutes of general meetings and other

documents of the Association as provided under the Rules;

(e) to inspect the register of members;

(f) to enjoy the facilities administered by the Association; and

(g) to participate in or receive the benefit of any activity or program

organised by the Association

provided

(i) the member has paid all dues to the Association;

(ii) the member is not suspended for any reason; and

(iii) the member is not in breach of any of these rules.

(2) A foundation member of the Association is entitled to vote at a general

meeting provided:-

(a) the member has paid all dues to the Association;

(b) the member has acquired voting rights according to sub-rule (3);

(c) the member is not suspended for any reason; and

(d) the member is not in breach of any of these rules.

(3) A foundation member is entitled to vote at a general meeting if -

a) the member has remained a foundation member for at least 12

consecutive months; or

b) the member has been conferred voting rights by resolution at a meeting

of foundation members who are entitled to vote in a general meeting.

(4) Foundation membership of a member may be revoked by resolution at a

meeting of foundation members who are entitled to vote at a general meeting.

In such event, the status of the member concerned reverts to ordinary

membership of the Association.

(5) A foundation member of the Association is eligible to hold office in the Council

of Directors provided:-

(a) the member has paid all dues to the Association;

(b) the member is entitled to vote at a general meeting and has held that

right for at least 12 consecutive months;

(c) the member is not suspended for any reason; and

(d) the member is not in breach of any of these rules.

(6) An ordinary member of the Association is not entitled to vote at a general

meeting nor to hold office in the Council of Directors.

(7) Notwithstanding anything in these Rules, a right or privilege of a person by

reason of membership of the Association:-

(a) shall not apply to a newly admitted member until and unless that

member has paid in full all entrance fees and the first month’s

instalment of the annual subscriptions payable upon admission;

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

and

(c) terminates upon the cessation of membership whether by death,

resignation or otherwise.

(8) A member of the Association has the following obligations:-

(e) to support the purposes of the Association at all times;

(f) to settle all dues to the Association promptly;

(g) to comport himself or herself according to Islamic principles of manners

and decorum;

(h) to refrain from any conduct that may tend to bring the Association into

disrepute;

(i) to refrain from any conduct that may be prejudicial to the Association; and

(j) to comply with these Rules at all times.

9. CEASING MEMBERSHIP

(1) A member who has paid all moneys due and payable by a member to the

Association may resign from the Association by giving one (1) month notice in

writing to the Secretary of his or her intention to resign.

(2) Upon the receipt by the Secretary of the notice of resignation in writing:–

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

(b) the Secretary must record in the Register the date on which the

member ceased to be a member.

(3) A member who fails to pay any money due and payable by that member to the

Association within seventy five (75) days of the date such moneys are due

and payable shall automatically cease to be a member and the Secretary shall

record in the Register the date on which the member ceased to be a member. 10. DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS

(1) Subject to these Rules, if the Council is of the opinion that a member has

failed, neglected or refused to comply with these Rules, or has been guilty of

conduct unbecoming a member or prejudicial to the Association or which

tends to bring the Association into disrepute, the Council may by resolution:-

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

(b) expel that member from the Association.

(2) A resolution of the Council under Rule 10(1) does not take effect unless:-

(a) at a meeting held in accordance with Rule 10(3), the Council confirms

the resolution; and

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

(3) A meeting of the Council to confirm or revoke a resolution passed under Rule

10(1) must be held not earlier than fourteen (14) days, and not later than 28

days, after notice has been given to the member in accordance with Rule

10(4).

(4) For the purposes of giving notice in accordance with Rule 10(3), the Secretary

must, as soon as practicable, cause to be given to the member a written

notice:-

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

(b) stating that the member, or his or her representative, may address the

Council at a meeting to be held not earlier than fourteen (14) days and

not later than 28 days after the notice has been given to that member;

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

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

(i) attend that meeting;

(ii) give to the Council before the date of that meeting a written

statement seeking the revocation of the resolution; and

(e) informing the member that, if at that meeting, the Council confirms the

resolution, he or she may not later than 48 hours after that meeting, give

the Secretary a notice to the effect that he or she wishes to appeal to the

Association in General Meeting against the resolution.

(5) At a meeting of the Council to confirm or revoke a resolution passed under Rule 10(1), the Council must:-

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

heard;

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

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

(6) If at the meeting of the Council, the Council confirms the resolution, the

member may, not later than 48 hours after that meeting, give the Secretary a

notice to the effect that he or she wishes to appeal to the Association in

General Meeting against the resolution.

(7) If the Secretary receives a notice under Rule 10(6), he or she must notify the

Council and the Council must convene a General Meeting of the Association

to be held within twenty one (21) days after the date on which the Secretary

received notice.

(8) At a General Meeting of the Association convened under Rule 10(7) -

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

(b) the Council may place before the meeting details of the grounds for the

resolution and the reasons for the passing of the resolution;

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

(d) the foundation members present who are entitled to vote must vote by

secret ballot on the question whether the resolution should be confirmed

or revoked.

(9) A resolution is confirmed if, at the General Meeting not less than two-thirds of

the eligible foundation members vote in person, or by proxy, in favour of the

resolution. In any other case, the resolution is revoked.

(10) If the Council is satisfied that there are sufficient grounds for taking disciplinary

action against a member, the Council must appoint a disciplinary committee to

hear the matter and determine what action, if any, to take against the

member.

(11) The members of the disciplinary committee—

(a) may comprise members of the Council or members of the Association; but

(b) must not be biased against, or in favour of, the member concerned.

11. DISPUTES AND MEDIATION

(1) The grievance procedure set out in this Rule applies to disputes under these Rules between:-

(a) a member and another member; or

(b) a member and the Association.

(2) The parties to the dispute must meet and discuss the matter in dispute, and, if

possible, resolve the dispute within fourteen (14) days after the dispute comes

to the attention of all of the parties.

(3) If the parties are unable to resolve the dispute at the meeting, or if a party fails

to attend that meeting, then the parties must, within 10 days, hold a meeting in

the presence of a mediator.

(4) The mediator must be:-

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

(b) in the absence of agreement:-

(i) in the case of a dispute between a member and another

member, a person appointed by the Council; or

(ii) in the case of a dispute between a member and the Association,

a person nominated by the Board of Imams Victoria.

(5) A member can be a mediator.

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

(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation based on Islamic principles of dispute resolution.

(8) The mediator, in conducting the mediation, must:-

(a) give the parties to the mediation process every opportunity to be heard;

(b) allow due consideration by all parties of any written statement

submitted by any party;

(c) ensure that natural justice is accorded to the parties to the dispute

throughout the mediation process; and

(d) adhere to Islamic principles of dispute resolution.

(9) The mediator must not determine the dispute.

(10) If the mediation process does not result in the dispute being resolved, the

parties must refer the dispute to the Board of Imams Victoria for

determination, whose decision shall be binding on the parties.

MEETINGS OF MEMBERS

12. ANNUAL GENERAL MEETINGS

(1) The Council may determine the date, time and place of the Annual General

Meeting of the Association.

(2) The notice convening the Annual General Meeting must specify that the meeting is an Annual General Meeting.

(3) The ordinary business of the Annual General Meeting shall be:-

(a) to confirm the minutes of the previous Annual General Meeting and of

any General Meeting held since that meeting;

(b) to receive from the Council reports upon the transactions of the

Association during the last preceding financial year;

(c) to elect Council directors; and

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

(4) The Annual General Meeting may conduct any special business of which

notice has been given in accordance with these Rules.

(5) Any business other than the ordinary business of an Annual General Meeting,

is special business.

13. SPECIAL GENERAL MEETINGS

(1) In addition to the Annual General Meeting, any other General Meeting may be

held in the same year.

(2) All General Meetings other than the Annual General Meeting are Special General Meetings.

(3) The Council shall convene a Special General Meeting of the Association whenever it thinks fit.

(4) The Council must, on the request in writing of members representing not less

than five per cent (5%) of the total number of members, convene a special

General Meeting of the Association.

(5) The request for a special General Meeting must:-

(a) state the objects of the meeting;

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

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

(7) If the Council does not cause a special General Meeting to be held within one

(1) month after the date on which the request is sent to the address of the

Secretary, the members making the request, or any of them, may convene a

special General Meeting to be held not later than three (3) months after that

date.

(8) If a Special General Meeting is convened by members in accordance with this

Rule, it must be convened in the same manner so far as possible as a

meeting convened by the Council and all reasonable expenses incurred in

convening the Special General Meeting must be refunded by the Association

to the persons incurring the expenses.

(9) All business that is conducted at a special General Meeting is special

business.

14. MEETING OF FOUNDATION MEMBERS

(1) Foundation members who are entitled to vote at a general meeting may

convene a Foundation members’ meeting for purposes of dealing with matters

arising under Rules 8(3)(b) and 8(4) by resolution.

(2) Any such meeting may be called by giving foundation members 14 days’

notice of the proposed resolution.

(3) Where the proposed resolution is for revocation of a member’s foundation

membership, that member shall be heard before the resolution is put to a

vote.

(4) A resolution will be deemed carried by a simple majority of the foundation

members present and entitled to vote at a general meeting.

15. NOTICE OF GENERAL MEETINGS

(1) The Secretary of the Association, at least fourteen (14) days, or if a special

resolution has been proposed at least twenty one (21) days, before the date

fixed for holding a General Meeting of the Association, must cause to be sent

to each member, a notice stating the place, date and time of the meeting and

the nature of the business to be conducted at the meeting.

(2) Notice may be sent:–

(a) by pre-paid post to the address appearing in the Register; or

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

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

be conducted at the meeting.

(4) A member intending to bring any business before a meeting may notify in

writing, or by electronic transmission, the Secretary of that business, who

must include that business in the notice calling the next General Meeting.

16. QUORUM AT GENERAL MEETINGS

(1) No item of business may be conducted at a General Meeting unless a quorum

of members entitled under these Rules to vote is present at the time when the

meeting is considering that item.

(2) Five (5) members personally present, being members entitled under these Rules to vote at a General Meeting, constitute a quorum for the conduct of the business of a General Meeting.

(3) If within half an hour after the appointed time for the commencement of a

General Meeting, a quorum is not present:-

(a) in the case of a meeting convened upon the request of members, the

meeting must be dissolved; and

(b) in any other case, the meeting shall stand adjourned to the same day

in the next week at the same time and (unless another place is

specified by the Chairperson at the time of the adjournment or by

written notice to members given before the day to which the meeting is

adjourned) at the same place.

(4) If at the adjourned meeting the quorum is not present within half an hour after

the time appointed for the commencement of the meeting, the members

personally present, being not less than three (3), shall be a quorum.

17. PRESIDING AT GENERAL MEETINGS

A foundation member nominated by the Council shall preside as Chairperson at each General Meeting of the Association.

18. ADJOURNMENT OF MEETINGS

(1) The Chairperson may, with the consent of a simple majority of foundation

members who have the right to vote present at the meeting, adjourn the

meeting from time to time and place to place.

(2) No business may be conducted at an adjourned meeting other than the

unfinished business from the meeting which was adjourned.

(3) If a meeting is adjourned for fourteen (14) days or more, notice of the

adjourned meeting must be given in accordance with Rule 15.

(4) Except as provided in Rule 18(3), it is not necessary to give notice of an

adjournment or of the business to be conducted at an adjourned meeting.

19. VOTING AT GENERAL MEETINGS

(1) Upon any question arising at a General Meeting of the Association, a

foundation member who has the right to vote has one (1) vote only.

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

(3) In the case of an equality of voting on a question, the Chairperson shall be

entitled to exercise a second or casting vote provided he is a foundation

member who is entitled to vote at a general meeting.

20. MANNER OF DETERMINING WHETHER RESOLUTION CARRIED

If a question arising at a General Meeting of the Association is determined on a show of hands:-

(1) a declaration by the Chairperson that a resolution has been:-

(a) carried;

(b) carried unanimously;

(c) carried by a particular majority;

(d) lost; and

(2) an entry to that effect in the minute book of the Association

is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

21. PROXIES

(1) Each foundation member who is entitled to vote may appoint a member as a

proxy by notice given to the Secretary no later than twenty four (24) hours

before the time of the meeting in respect of which the proxy is appointed.

(2) The notice appointing the proxy must be in the appropriate form prescribed by the Council.

22. MEETING AT SEVERAL VENUES

The Association may hold a meeting of its members at two (2) or more venues using

any technology that gives the members as a whole a reasonable opportunity to

participate.

23. VIRTUAL MEETINGS OF MEMBERS

(1) A virtual meeting of the Association may be called or held using any

technology determined by the Council.

(2) The technology to be used for the purpose of this Rule must be such that each

member taking part in the meeting must be able to communicate with each of

the other members taking part in the meeting and may include telephone,

television, video conferencing, email or any other audio and/or visual device

which permits instantaneous communication.

(3) A virtual meeting shall be deemed to constitute a meeting of the Association

and all the provisions of these Rules as to meetings of the Association shall

apply to any virtual meeting provided the following conditions are met:–

(a) all the members for the time being entitled to receive notice of the

meeting of the Association shall be entitled to notice of a virtual

meeting; notice of any such meeting may be given by an appropriate

form of technology or in any other manner permitted by these Rules;

and

(b) a member may not leave a virtual meeting by disconnecting from the

technology used unless he or she has previously expressly notified the

Chairperson of the meeting of his or her intention to leave the meeting

and a member shall be conclusively presumed to have been present

and to have formed part of the quorum at all times during such a

meeting until such notified time of his leaving the meeting.

(4) A minute of the proceedings of virtual meetings shall be sufficient evidence of

such proceeding and of the observance of all necessary formalities if certified

as a correct minute by the Chairperson of the meeting.

COUNCIL OF DIRECTORS

24. POWERS AND FUNCTION-

(1) The affairs of the Association shall be managed by a Council of Directors.

(2) The Council:–

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

(b) may, subject to these Rules, the Act and the Regulations, exercise all

such powers and functions as may be exercised by the Association

other than those powers and functions that are required by these Rules

to be exercised by General Meetings of the members of the

Association; and

(c) subject to these Rules, the Act and the Regulations, has power to

perform all such acts and things as appear to the Council to be

essential for the proper management of the business and affairs of the

Association.

(3) The Council shall:-

(a) consist of foundation members who are entitled to vote at general meetings; and

(b) comprise not less than 5 and not more than 7 directors;

each of whom shall be elected biennially at every other Annual General Meeting of the Association.

25. OTHER OFFICERS

The other officers of the Association shall comprise the Secretary and the Financial

Controller as described in Rule 26.

26. SECRETARY AND FINANCIAL CONTROLLER

(1) The offices of Secretary and Financial Controller shall be executive full-time

position with appropriate remuneration.

(2) The Secretary and Financial Controller may be members of the Association. (3) The Secretary and Financial Controller shall not be part of the Council and a

director elected to the Council may not hold the office of the Secretary or the Financial Controller simultaneously.

(4) The Secretary and the Financial Controller shall sit with the Council in its

meetings but shall have no vote in Council decisions. (5) The Secretary and the Financial Controller shall carry out the duties as

prescribed by the Act and by the Council from time to time.

27. ELECTION OF COUNCIL DIRECTORS

(1) No person may become or continue to be a Council director unless such

person is an eligible foundation member with voting rights and whose

membership fees:–

(a) are fully paid up at the time of nomination; and

(b) continue to be fully paid up whilst acting as a Council director.

(2) Nominations of candidates for election as a Council director must be:-

(a) made in writing, signed by two (2) foundation members and

accompanied by the written consent of the candidate (which may be

endorsed on the form of nomination); and

(b) delivered to the Secretary not less than thirty (30) days before the date

fixed for the holding of the relevant Annual General Meeting; and

(b) be approved unanimously by the Council.

(3) If insufficient nominations are received to fill all vacancies on the Council, the

candidates nominated shall be deemed to be elected and further nominations

may be received at the Annual General Meeting.

(4) If the number of nominations received is equal to the number of vacancies to

be filled, the persons nominated shall be deemed to be elected.

(5) If the number of nominations exceeds the number of vacancies to be filled, a

ballot must be held.

(6) The ballot for the election of Council directors must be conducted at the Annual General Meeting in such manner as the Council may direct.

28. TENURE OF COUNCIL DIRECTORS

(1) Subject to these Rules, each director shall hold office until the conclusion of the second Annual General Meeting after the Annual General Meeting at which he was elected but shall be eligible for re-election.

(2) The office of an Council director becomes vacant if the Council director:–

(a) ceases to be a member;

(b) fails to pay his or her membership fees within thirty (30) days of the

due date without good cause;

(c) becomes an insolvent under administration within the meaning of the Corporations Act, 2001;

(d) resigns from office by notice in writing given to the Secretary or, in the

case of the resignation of the Secretary, given to the President.

(4) In the event of a casual vacancy occurring in the office of a director, the

Council may appoint an eligible foundation member to fill the vacancy until the

expiry of the term that the original director would have held had he continued

in office.

29. REMOVAL OF COUNCIL DIRECTOR

(1) The Association in General Meeting may, in accordance with Clause 29(2)

hereof, remove any Council director before the expiry of his term of office and

appoint an eligible foundation member to hold office in his place until the

expiry of the term of the original director had he not been removed from office.

(2) In order for the Association to remove a Council director as described in

Clause 29(1), a Special Resolution must be passed by the foundation

members who are eligible to vote in a general meeting.

(3) A Council director who is the subject of a proposed resolution referred to in

Rule 29(2) may make representations in writing to the Secretary or President

of the Association (not exceeding a reasonable length) and may request that

the representations be provided to the members.

(4) The Secretary or the President may give a copy of the representations to each

member or, if they are not so given, the Council director may require that they

be read out at the meeting.

MEETINGS OF THE COUNCIL

30. CONVENING COUNCIL MEETINGS

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

(2) Special meetings of the Council may be convened any Council director.

31. NOTICE OF COUNCIL MEETINGS

(1) Written notice of each Council Meeting must be given to each Council member

by the Secretary at least two (2) Business Days before the date of the

meeting.

(2) Written notice must be given to Council members of any special meeting

specifying the general nature of the business to be conducted and no other

business may be conducted at such a meeting.

32. QUORUM FOR COUNCIL MEETINGS

(1) At least half of the number of Council directors shall constitute a quorum for

the conduct of the business of a meeting of the Council.

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

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

(a) in the case of a special meeting, the meeting lapses;

(b) in any other case, the meeting shall stand adjourned to the same place

and the same time and day in the following week.

(4) The Council may act notwithstanding any vacancy on the Council. 33. PRESIDING AT COUNCIL MEETINGS

The Chairperson presiding at each Council meeting shall be rotated among the directors.

34. VOTING AT COUNCIL MEETINGS

(1) The proceedings of Council meetings shall be based on the Islamic principle

of “Shura” and the Council shall strive, as far as possible, to reach its

decisions by consensus.

(2) Questions arising at a meeting of the Council that cannot be reached by

consensus shall be determined on a show of hands or, if a Council director

requests, by secret ballot taken in such manner as the Chairperson may

determine.

(3) Each Council director present at a meeting of the Council is entitled to one (1)

vote.

(4) In the case of an equality of voting on a question, the Chairperson of the

meeting shall be entitled to exercise a second or casting vote.

ADMINISTRATION

35. NOTICE TO MEMBERS

Except for the requirement in Rule 12, any notice that is required to be given to a

member, by or on behalf of the Association, under these Rules may be given by:-

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

(2) sending it by prepaid post addressed to the member at that member's address shown in the Register; or

(3) facsimile transmission, if the member has requested that the notice be given

to him or her in this manner; or

(4) electronic transmission, if the member has requested that the notice be given

to him or her in this manner. 36. MINUTES OF MEETINGS

The Secretary of the Association must keep minutes of the resolutions and

proceedings of each General Meeting, and each Council meeting, together with a

record of the names of persons present at Council Meetings. 37. SEAL

(1) The Common Seal of the Association must be kept in the custody of the

Secretary.

(2) The Common Seal must not be affixed to any instrument except by the

authority of the Council and the affixing of the Common Seal must be attested

by the signatures either of two (2) Council members or of one Council member

and of the Public Officer of the Association.

38. CUSTODY AND INSPECTION OF BOOKS AND RECORDS

(1) Except as otherwise provided in these Rules, the Secretary must keep in his

custody or under his control all books, documents and securities of the

Association.

(2) All accounts, books, and securities and any other relevant documents of the

Association must be available for inspection free of charge by any member

upon request.

(3) A member may make a copy of any accounts, books, securities and any other

Relevant Documents of the Association.

39. INTERPRETATION AND ALTERATION OF RULES AND STATEMENT OF

PURPOSES

(1) Any issue of interpretation of these Rules shall be decided solely by the

Council of Directors.

(2) The Council may consult an Imam and have regard to the advice of the Imam

before making a decision.

(3) The decision of the Council shall be final and binding and not open to

challenge in any court of law or tribunal.

(4) These Rules and the Statement of Purposes may only be altered by special

resolution of a general meeting of the Association convened for that purpose.

40. CREATION, AMENDMENT AND REPEAL OF BY–LAWS

The Council has power to make By–Laws concerning membership application and

qualification for membership of the Association and any other matter which the

Council believes suitable for including in such By–Laws.

FINANCIAL

41. FUNDS

(1) The funds of the Association shall be derived from entrance fees, annual

subscriptions, grants, donations and such other sources as the Council

determines.

(2) The Financial Controller of the Association must:–

(a) collect and receive all moneys due to the Association and make all

payments authorised by the Council; and

(b) keep correct accounts and books showing the financial affairs of the

Association with full details of all receipts and expenditure connected

with the activities of the Association.

42. APPLICATION OF INCOME AND PROPERTY

(1) The income and property of the Association, however derived, shall, subject to

any obligations under charitable trust law or any other statutory requirements,

be used and applied solely in the promotion of its Purposes and in the

exercise of powers conferred upon it by these Rules.

(2) No portion of the income and property of the Association shall be distributed,

paid or transferred directly or indirectly by way of dividend, bonus or otherwise

by way of profit to or amongst the members.

(3) The prohibition set out in Rule 42(2) shall not, however, prevent the payment in good faith of:–

(a) interest (provided that it is based on the prevailing rate of interest

charged by banks, building societies or credit unions for unsecured

loans) to a member in respect of moneys advanced by that member to

the Association, or otherwise owing by the Association to the member;

or

(b) any remuneration to any officers or servants of the Association or other

person in return for any services genuinely rendered to the

Association.

43. AUTHORISED SIGNATORIES

All cheques, drafts, bills of exchange, promissory notes and other negotiable

instruments must be signed as determined by the Council from time to time, provided

that cheques of the Association must be signed by two (2) Council members.

44. BANKERS

The bankers to the Association shall be determined by the Council from time to time.

45. AUDIT

(1) At each Annual General Meeting, one or more auditors may be appointed for

the ensuing twelve (12) months. No person shall be appointed as auditor

unless he or she is a registered practising accountant and holds no office with

the Association. At the same time as the appointment is made, the

remuneration of the auditor or auditors for the ensuing twelve (12) months

shall be fixed.

(2) Any vacancy in the office of auditor during the year shall be rectified at the

discretion of the Council.

(3) The auditor or auditors shall have access at all times to the financial books

and records of the Association and shall be entitled to require from the Council

members such information or explanations as he or they may deem necessary

for the performance of his or their duties.

(4) If an auditor has, or auditors have, been appointed:–

(a) the balance sheet drawn up as at the end of each Financial Year and

the profit and loss statement for the Financial Year shall be audited by

the auditor or auditors; and

(b) the auditor or auditors shall present a report which shall be tabled at

the Annual General Meeting.

WINDING UP

46. PROCEDURE FOR WINDING UP ASSOCIATION

(1) If in the event of the winding up of the Association, any surplus assets

remaining after the payment of the Association’s liabilities shall be transferred

to another organisation in Australia which is a public benevolent institution for

the purposes of any Commonwealth taxation act.

(2) Such institution or organisation will be determined by the members on or

before the time of such winding up. Failing such a determination, the

institution or organisation shall be determined by application to the Supreme

Court in Victoria.

TRANSITIONAL PROVISIONS

47. FOUNDATION MEMBERS AND FIRST DIRECTORS OF THE ASSOCIATION

The original foundation members with the right to vote at a general meeting and also

the first Council of Directors of the Association are those persons set out below.

1.

2.

3.

4.

5.