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2. The provisions of the Act shall be strictly observed and in the event of any inconsistency between the provisions of the Act and the provisions of these By-laws the provisions of the Act shall prevail.
"the Act" shall mean The Boy Scouts Association Act 1932 as amended by the Scout Association Act (Amendment) Act 1979 or any amendment or re-enactment thereof;
"the Australian Association" shall mean The Scout Association of Australia (incorporated by Royal Charter 1967);
"the Branch" shall mean the Branch as defined in the Act;
"Chief Commissioner" shall mean Chief Commissioner of the Branch;
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"Chief Commissioner Designate" shall mean the Chief Commissioner Designate of the Branch;
"the Chief Scout" shall mean the Chief Scout for the time being of Victoria;
"the Committee" shall mean the Branch Executive Committee for the time being appointed under or in accordance with these By-laws or such number of members of such committee as under the By-laws shall for the time being be entitled to act for such committee;
"the Council" shall mean the State Council for the time being of the Branch, being the body incorporated by the Act under the name "The Scout Association of Australia, Victorian Branch Council", and operating also under these By-laws;
"lay member" shall mean a member not being a Scouter;
"warrant" shall have the same meaning as is ascribed thereto by the Policy Organisation and Rules;
"Policy Organisation and Rules" shall mean the Policy Organisation and Rules of the Scout Association of Australia 1976 and any amendment or re-enactment thereof;
"the Royal Charter" shall mean the Royal Charter dated 23 August 1967 whereby the Australian Association was incorporated and any amendment thereof;
"Scouter"-
shall mean a person holding a Warrant from the Branch, but also;
shall include the Chief Commissioner notwithstanding that his Warrant is issued by the Chief Scout of Australia;
"Scout" shall have the meaning given to it from time to time by the Policy Organisation and Rules.
Words importing the singular number only shall include the plural number and vice versa and words importing persons shall include Corporations and words importing the masculine gender shall also include the feminine gender.
THE COUNCIL
MEETINGS AND DUTIES INCLUDING MEETINGS OF THE BRANCH
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The Chief Scout;
The persons for the time being respectively holding the following offices, namely President of the Branch, two Vice Presidents of the Branch, Honorary Treasurer, Chief Commissioner, Deputy Chief Commissioner, Assistant Chief Commissioners and all other Commissioners and Assistant Commissioners with the exception of Honorary Commissioners and Assistant District Commissioners;
Area Presidents;
General Secretary;
Such other persons, not exceeding thirty-six in number, as may be elected by the Council from time to time as lay members;
Two additional members from each Area Council approved by the Committee, one only of whom may be a Scouter. These additional members shall be respectively elected by the Area Council which they are to represent.
5. The Committee shall have power at any time to appoint any person to fill a vacancy in lay members elected from time to time as members pursuant to Clause 4(e) and may appoint additional lay members for this purpose but so that there shall be no more than thirty-six in number of such lay members in this classification. Any person so appointed shall hold office only until the next following Annual Ordinary General Meeting of the Council.
DUTIES OF THE COUNCIL
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7. The Council shall in accordance with Section 5 of the Act control the Scout Movement in Victoria and may do all things necessary or requisite for providing and maintaining an efficient organisation for the purposes of the Branch including and without restricting the generality of the foregoing provisions of this Clause the performance and exercise of all such powers and duties as are delegated to it by the Australian Association under the provisions of the Royal Charter.
MEETINGS OF THE BRANCH
9. Once in each year the Council shall hold a Meeting of the members of the Council and Scouters and other persons interested in the Branch and such Meeting shall be called the Annual General Meeting of the Branch. The business of this Meeting shall be to receive a report on the state or condition of the Branch and the progress of its work and to make recommendations to the Council. Such Meetings shall be called at such time and place as the Committee shall prescribe by notice thereof published in a newspaper circulating throughout the state of Victoria not less than fourteen days prior to the date of the said Meeting.
10. Any person attending such Meeting may having given seven days prior notice in writing to the General Secretary of his intention so to do submit any matter to the Meeting for its consideration.
MEETINGS OF THE COUNCIL
11. An Annual Ordinary General Meeting of the Council shall be held once in every year at such time and place as the Committee may prescribe and such Meeting shall be called the Annual Meeting of the Council. Extraordinary General Meetings of the Council may be called at any time by the Chief Scout or President of the Branch and shall be called by the General Secretary on receipt by him of a requisition signed by at least ten members of the Council for the calling of such Meeting. If the General Secretary shall fail to call a Meeting within fourteen days after the receipt by him of such requisition the members signing such requisition may themselves convene a Meeting of the Council.
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12. Fourteen days' notice at the least of every Meeting of the Council (exclusive of the day on which the notice is served but inclusive of the day for which the Meeting is called) specifying the place day and hour of Meeting and (in case of special business) the general nature of the business to be transacted shall be given by notice sent by post in a prepaid letter envelope or wrapper addressed to each member at his last known address.
PROCEEDINGS AT MEETINGS OF THE COUNCIL
14. The ordinary business of the Annual Ordinary General Meeting of the Council shall be to receive and consider an income and expenditure statement and balance sheet prepared in accordance with Clause 62 to elect members of the Council and of the Committee, to appoint a President, two Vice Presidents, Honorary Treasurer, Auditors and Solicitors and to consider such matters as are submitted by the Committee or by a Meeting of the Branch of which notice shall have been given in the notice calling the Meeting. All other business transacted at an Ordinary Meeting and all business transacted at an Extraordinary Meeting shall be deemed special.
16. No special business shall be submitted to a Meeting of the Council except with the consent of the chairman of such Meeting or unless within seven days after service of the notice calling the Meeting notice shall have been given to the General Secretary of the Branch of the intention to submit such special business to the Meeting. On receipt of such notice the General Secretary shall forthwith give notice thereof to each person entitled to receive such notice of Meetings.
17. The President of the Branch shall be entitled to take the chair at every Meeting. If the President of the Branch shall not be present within fifteen minutes after the time appointed for such Meeting the members of the Council present shall choose one of their number to take the chair.
18. If within half an hour after the time appointed for the Meeting a quorum is not present the Meeting shall stand adjourned until such day and at such time and place as the chairman may decide and if at such adjourned Meeting a quorum is not present those members who are present shall be a quorum and may transact the business for which the Meeting was called.
19. Except as hereinafter provided every question submitted to a Meeting shall be decided by a show of hands. In case of an equality of votes the chairman shall have a casting vote in addition to the vote to which he is entitled as a member of the Council.
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20. At any Meeting a declaration by the chairman that a resolution has been carried or carried by a specified majority or lost or not carried by a specified majority and an entry to that effect in the books of the Branch shall be conclusive evidence of the fact without proof of the number or relative proportion of the votes recorded in favour of or against such resolution.
THE COMMITTEE AND MANAGEMENT OF THE BRANCH
23. The management of the business of the Branch and of the Council shall be vested in the Committee which in addition to the powers and authorities by these By-laws or otherwise expressly conferred upon it may exercise all such powers and do all such acts and things as may be exercised or done by the Branch or the Council and are not by the Act or by these By-laws expressly directed or required to be exercised or done by the Council but subject nevertheless to the provisions of the Royal Charter and of these By-laws and to any regulations or directions from time to time made or given by the Council provided that no regulation so made shall invalidate any prior act of the Committee which would have been valid if such regulations had not been made or given.
24. Without prejudice to the general powers conferred by the last preceding Clause of to any other powers conferred by these By-laws but subject nevertheless to the provisions of the Royal Charter and of these By-laws and to any regulations or directions from time to time made or given by the Council provided that no regulation so made shall invalidate any prior act of the Committee which would have been valid if such regulations had not been made or given it is hereby expressly declared that the Committee shall have the power-
to receive and accept donations, endowments and gifts of any property or assets whatsoever for the Branch or the Council and either subject, or not subject, to any special trusts or conditions;
to purchase, take on lease or in exchange, hire or otherwise acquire and hold, any real and personal property and any rights or privileges which the Committee may think necessary or convenient for the purposes of the Branch, and, in particular, any land, buildings, easements, machinery, plant and stock in trade;
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to construct, improve, maintain, develop, work, manage, carry out or control any buildings, works, roads, ways, bridges, stores, plant and things which may seem calculated, directly, or indirectly, to advance the Branch's interests; and to contribute to, subsidise or otherwise assist, or take part in the construction, improvement, maintenance, development, working management, carrying out or control thereof;
to invest and deal with all moneys, funds and assets of the Branch, or the Council, not immediately required for its purposes, in such manner as, from time to time, the Committee may determine;
to borrow or raise money, with or without security, for any of the objects of the Branch or the Council, and to secure the same, or the repayment or performance of any debt, liability, contract, guarantee or other engagement, incurred or entered into by the Branch or the Council, in any way and, in particular by the issue of debentures charged upon all or any of the property of the Branch or the Council (both present and future) and to purchase, redeem or pay off any such securities;
to pay salaries, honoraria, gratuities and other sums in consideration or recognition of services, as may, from time to time, be thought fit;
to draw, make, accept, endorse, execute, discount and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;
to sell or dispose of any part of the assets of the Branch or the Council for such consideration as the Committee may think fit;
to sell, improve, manage, develop, exchange, lease, dispose of, turn to account, or otherwise deal with, all or any part of the property and rights of the Branch or the Council;
to take or hold mortgages, liens and charges to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the property of the Branch or the Council, of whatsoever kind sold by the Branch or the Council or any moneys due to the Branch or the Council from the purchasers or others;
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to apply for, secure, acquire (by grant, legislative enactment, assignment, transfer, purchase or otherwise) and to exercise, carry out and enjoy, any charter, licence, which any Government or Authority or any Corporation or other public body may be empowered to grant; and to pay for, aid in, and contribute towards carrying the same into effect;
to apply for and obtain any statute, order, regulation or other authorisation or enactment which may be deemed expedient for any of the purposes of the Branch or the Council;
to organise classes and lectures and to publish and sell or distribute papers, books, pamphlets and information for the purposes of creating or stimulating interest in, and promoting the objects of, the Branch or the Council, and to take all other measures which may seem necessary for providing and maintaining an efficient organisation for the purposes of the Branch or the Council;
to encourage, aid and facilitate the formation of other bodies or organisations of Scouts and the enrolment as members or officers thereof, of persons of all ages and their instruction in the duties of citizenship generally, in Scouting, in handicrafts and technical knowledge, and the provision of classes, lectures and entertainments for their benefit and the establishment and provision of prizes, badges, certificates and other awards of merit, to be competed for, or awarded to them;
to supply (with or without charges) and deal in, goods of all kinds for the use of Scouts provided that every Scout shall be left entirely free to obtain his equipment and every part thereof (whether of an official pattern or not), other than badges and decorations, from any persons, firm or corporation willing to supply the same and shall not be obliged to obtain such equipment, or any part thereof from the Branch;
to assist past or present Scouts in establishing themselves in life, whether by means of apprenticeship or immigration or in any other manner and to form, contribute to, and administer special funds for that purpose;
to accept and take by way of gift, and absorb upon any terms, the undertakings and assets of any society or body whether incorporated or not, carrying on work similar to any work for the time being carried on by the Branch and to undertake all, or any of the liabilities of any such society or body;
to make and carry out any arrangements for joint working or co-operation with any other society or body, whether incorporated or not, carrying on work similar to any work for the time being carried on by the Branch or the Council;
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to undertake, execute and perform any trusts or conditions effecting any real or personal property of any description acquired by the Branch or the Council;
to enter into any arrangement with any educational authorities or any department of the Government of the Commonwealth of Australia or of the State of Victoria; and
to appoint such managers secretaries officers clerks agents and servants for permanent temporary or special services as may time to time be thought fit and to determine their powers and duties and fix their salaries or emoluments and to require security in such instances and to such amount as may be thought fit, and to remove or suspend them or any of them therefrom;
Subject to the Act The Royal Charter and the By-laws and the Policy Organisation and Rules to make and vary and repeal orders for the regulation of the affairs of the Branch or of the Groups or bodies of Scouts for the time being controlled by the Branch or the Council or any of them;
to enter into contracts and do all such other acts and things as are incidental or conducive to the attainment of any of the objects of purposes of the Branch or the Council or to the exercise of any of its said powers.
CONSTITUTION OF THE COMMITTEE
25. Until otherwise determined at a Meeting of the Council the number of the members of the Committee other than ex officio members as hereinafter defined shall be not less than five nor more than fifteen.
26. The persons for the time being respectively holding the following offices, namely President of the Branch, two Vice Presidents of the Branch, Honorary Treasurer, Chief Commissioner, Chief Commissioner Designate, Deputy Chief Commissioner, Assistant Chief Commissioners and such other Branch Commissioners as the Committee may from time to time determine shall be ex officio members of the Committee.
27. The persons other than ex officio members of the Committee at the coming into operation of these By-laws shall continue to be members of the Committee but shall retire as provided in these By-laws.
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28. The Council shall have power from time to time to remove any member of the Committee other than an ex officio member and subject to Clauses 25, 29 and 30 to appoint any other person to be a member of the Committee, to fill the vacancy caused by removal or as an addition to the Committee.
29. (a) No person other than an ex officio member of the Committee of or over the age of 65 shall be appointed or act as a member of the Committee but nothing in this Cluse prevents a person from acting as a member of the Committee during the period commencing on the day on which he attains the age of 65 years and ending at the conclusion of the Annual Ordinary General Meeting of the Council commencing next after that day.
The office of a member other than an ex officio member of the Committee shall become vacant at the conclusion of the Annual Ordinary General Meeting of the Council commencing next after he attains the age of 65 years.
Any act done by a person as a member of the Committee shall be valid notwithstanding that it is afterwards discovered he was of or over the age of 65 years at the time of his appointment or that this appointment had terminated by virtue of sub-clause (b) of this Clause.
If any such vacancy has not been filled at the Annual Ordinary General Meeting of the Council at which the office became vacant the office may be filled as a casual vacancy pursuant to Clause 5 hereof;
Notwithstanding anything in this Clause contained the provision hereof shall not apply to a person of or over the age of 65 years on 1 January 1979.
30. No person other than an ex officio member of the Committee shall be appointed or elected a member of the Committee unless he is at the time of his appointment or election a lay member of the Council. Provided nevertheless that the Committee shall have power at any time and from time to time to appoint any person other than a Scouter (whether a member of the Council or not) to be a member of the Committee either to fill a casual vacancy or as an addition to the Committee, provided that the total number of members of the Committee exclusive of ex officio members shall not hold office only until the next following Annual Ordinary General Meeting of the Council, but shall then be eligible for appointment or election to the Council if necessary and re-election to the Committee.
PROCEEDINGS OF THE COMMITTEE
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31. The Committee may meet together for the despatch of business and adjourn and otherwise regulate its meetings and proceedings as it may think fit and may determine the quorum necessary for transaction of business and notice if any which is to be given of any such meeting. Until otherwise determined seven members of the Committee shall form a quorum.
32. The Committee may elect from its members a Chairman and a Vice-Chairman of its meetings and determine the period for which they respectively are to hold office. The Chairman so appointed shall take the chair at meetings of the Committee, but if he is unable or unwilling to act at any such meeting the Vice-Chairman shall take the Chair at that Meeting. If at the time fixed for holding any Meeting neither the Chairman nor the Vice-Chairman shall be present or being present shall be unable or unwilling to act the members of the Committee present shall choose one of their number to be Chairman of the Meeting.
34. The Committee may delegate any of its powers to sub-committees consisting of two or more members of the Committee. Every such sub-committee shall in the exercise of the powers so delegated confirm to any regulations that may from time to time be imposed upon it by the Committee. Any such sub-committee may with the approval of the Committee appoint any person a member of such sub-committee.
35. The Meetings and proceedings of any such sub-committee shall be governed by the provisions herein contained for regulating the Meeting and proceedings of the Committee so far as the same are applicable thereto and are not superseded by any regulations made by the Committee under the last preceding Clause.
36. All acts done by any Meeting of the Committee or by any sub-committee shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of all or any of the members be valid as if such member or members had been duly appointed.
VACATION OF OFFICE BY MEMBERS OF THE COUNCIL AND COMMITTEE
37. (a) The office of a member of the Council shall become vacant-
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if he becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
if by notice in writing to the Branch he resigns;
if the Council by a majority of two thirds of such of its members who shall be present at a Meeting duly convened for the purpose shall resolve that such member shall retire.
The office of a member of the Committee shall become vacant:
if he becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
if he is absent from three consecutive Meetings of the Committee without leave and the Committee determines that his office shall become vacant;
if by notice in writing to the Branch he resigns;
if the Committee by a majority of two-thirds of such of its members who shall be present at a Meeting duly convened for the purpose shall resolve that such member shall retire;
if his office become vacant pursuant to Clause 29.
RETIREMENT OF MEMBERS OF THE COUNCIL AND COMMITTEE
38. (a) At each Annual Ordinary General Meeting of the Council one third of the lay members of the Council holding office under Clause 4(e) and one third of the members of the Committee other than ex officio members shall retire from office.
If the number of the aforesaid lay members of the Council or the members of the Committee other than ex officio members is not three or a multiple of three, then the number nearest the one-third referred to in sub-clause 38(a) shall retire from office.
39. Subject to Clause 4 the one-third or other nearest number to retire in each year shall be those who have been longest in office since their last election and as between two or more who have been in office an equal length of time the member to retire shall in default of agreement between them to be determined by lot. The length of time a member has been in office shall be computed from his last election or appointment where he has previously vacated office. A retiring member shall be eligible for re-election. For the purpose of this rule the length of time a member has been in office will include the period during which he has been a member of the Council or Committee of the Branch prior to the coming into operation of these By-laws.
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40. Subject to Clauses 4, 29 and 30 the Council at any Annual Ordinary General Meeting thereof at which any members of the Council or Committee retire in manner aforesaid may fill up the vacated offices by electing a like number of persons to be members of the Council or Committee (as the case may be).
41. If at any Annual Ordinary Meeting of the Council at which an election of members of the Council or Committee ought to take place the places of the retiring members are not filled the retiring members of the Council or Committee or such of them as have not had their places filled shall if willing to continue in office until the Annual Ordinary General Meeting of the Council in the next year and so on and from year to year until their places are filled unless (in the case of the Committee) it shall be determined at such Meeting on due notice to reduce the number of the members of the Committee.
42. The Council may from time to time increase or reduce the number of the members of the Committee and may also determine in what rotation such increased or reduced number is to go out of office.
43. A person who is a retiring member of the Committee or who is recommended by the Committee for election shall be eligible for re-election or election to the Committee as the case may be. No other person shall be eligible for election as a member of the Committee unless he is proposed by some member of the Council and he or the member of the Council proposing him has, at least seven clear days before the Meeting, left with the General Secretary of the Branch a nomination in writing duly signed by the member of the Council and the candidate.
APPOINTMENT OF CHIEF COMMISSIONER DESIGNATE
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48. (a) The General Secretary of the Branch shall notify all persons who hold any one of the following offices, that is to say:
A member of the Committee;
A Branch Commissioner
An Area Commissioner;
A Regional Commissioner-
that the Advisory Committee is about to consider a recommendation for the office of Chief Commissioner Designate and shall invite those persons to submit nominations by the method set out in Clause 49.
Save as provided in Clauses 52 and 55 such recommendations shall be made as nearly as possible six months prior to the date upon which the person for the time being holding the office of Chief Commissioner is due to relinquish that office. The date upon which such recommendation is to be made is hereinafter referred to as "the recommendation date".
49. (a) Thirty days prior to the recommendation date (or within seven days after the occurrence of the events referred to in Clauses 52 and 55) the General Secretary shall forward to each of the persons referred to in Clause 48 a nomination form in a form and containing such information as the Committee may from time to time require with advice that in order to be valid the form duly completed shall be lodged with the General Secretary by a specified date, which date shall be not less than fourteen nor more than twenty-one days thereafter.
Any nomination shall be in the form provided for in sub-clause (a) of this Clause signed by the person submitting the same, and the person so nominated shall endorse upon the nomination form a statement of his willingness to accept the office.
The nomination form duly completed as set out in sub-clause (b) of this Clause shall be forwarded to the General Secretary by the specified date, in a sealed envelope marked on the face thereof "Confidential-Nomination of the Chief Commissioner Designate".
The Advisory Committee shall consider the names submitted, and table the nomination forms at a Meeting of the Committee, together with its recommendation.
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The Committee shall then determine the person who shall be recommended for approval pursuant to Clause 50. In so doing it shall accept or reject the recommendation of the Advisory Committee. In the event the Committee rejects the recommendation of the Advisory Committee it may decide upon one other of the names submitted, if there be any others; and if it does not so decide shall refer the matter back to the Advisory Committee for further recommendation.
If any of the members of the Committee is amongst those nominated, such member or members shall retire from the Meeting of the Committee during the period the Committee is deliberating upon the matter referred to in sub-clause (e) of this Clause.
50. The President on behalf of the Committee shall advise the Chief Scout the name of the person recommended by the Committee for appointment as Chief Commissioner Designate immediately following such recommendation and shall seek his approval. Upon such approval the person so recommended shall act as Chief Commissioner Designate.
51. The Chief Commissioner Designate, whilst holding office shall act as a Deputy of the Chief Commissioner, with such powers as the latter may delegate to him and notwithstanding that at the same time there may be another person also acting as Deputy Chief Commissioner.
RECOMMENDATION FOR THE APPOINTMENT OF CHIEF COMMISSIONER
53. Two months prior to the date upon which the person holding office of Chief Commissioner is due to relinquish that office, the President on behalf of the Committee shall submit the name of the Chief Commissioner Designate to the Chief Scout in order that the latter may convey such name to the Chief Scout of Australia as a recommendation for appointment by the Chief Scout of Australia as Chief Commissioner on and from the date upon which the office becomes vacant. If the Chief Scout of Australia accepts such recommendation the Chief Commissioner Designate shall become the Chief Commissioner from that date.
54. A Chief Commissioner shall hold office initially for a term of three years, but the Committee may, with the concurrence of the person holding the office and subject to the approval of the Chief Scout of Australia extend the term from time to time provided that such extension is for a period of not more than three years and that the extension is made after nominations have been called and a recommendation made in the manner set out in Clauses 47, 48 and 49 for an appointment as Chief Commissioner Designate and that no other person has been approved as Chief Commissioner Designate pursuant to Clause 50.
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CASUAL VACANCIES IN OFFICE OF CHIEF COMMISSIONER
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