Rules and Regulations | QSITE
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Rules and Regulations

Rules

These Rules were adopted at an extra ordinary general meeting of members held in 1993 and came into effect upon incorporation of the Association in 1993.
Amendments to these rules were adopted at the Annual General Meeting of Members held at the Queensland University of Technology on February 28, 2003.
Rule 85 was amended at the Annual General Meeting of Members held at College of Art on 25 February 2005.
Rules 5 and 6 were amended at The Annual General Meeting of Members held at Anglican Church Grammar School on 29 February 2008.

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QSITE Rules and Regulations

Words and Expressions to have meaning in Act

  1. A word or expression that is not defined in these rules, but is defined in the Associations Incorporation Act 1981 has, if the context permits, the meaning given by the Act.

Name

  1. The name of the incorporated association shall be Queensland Society for Information Technology in Education Inc. (in these rules called “the Association”)

Objects

  1. The objects for which the Association is established are to
    1. build a network of educators with interests and expertise in information and communication technology (ICT) through online communities, conferences, regional and state meetings, workshops and professional learning events;
    2. increase general awareness among students, teachers and the community in general about the use of ICTs in the teaching/learning environment;
    3. nurture special interest groups in a variety of learning technology applications;
    4. meet the diversity of needs educators have in adopting and developing ICT skills; and
    5. advocate on issues of importance to members of the association.

Powers of the Association

  1. The powers of the Association are
    1. to subscribe to, become a member of and co-operate with any other association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Association provided that the Association shall not subscribe to or support with its funds any club, association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Association under or by virtue of rule 80;
    2. to buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Association’s, premises in furtherance of the objects of the Association;
    3. to purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Association. Provided that in case the Association shall take or hold any property which may be subject to any trusts the Association shall only deal with the same in such manner as is allowed by law having regard to such trusts;
    4. to enter into any arrangements with any Government Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association; to obtain from any such Government or Authority any rights, privileges and concessions which the Association may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;
    5. to appoint, employ, remove or suspend such managers, clerks, secretaries, workmen and other persons as may be necessary or convenient for the purposes of the Association;
    6. to remunerate any person or body corporate for services rendered, or to be rendered, and whether by way of brokerage or otherwise in placing or assisting to place or guaranteeing the placing of any unsecured notes, debentures or other securities of the incorporated association, or in or about the incorporated association or promotion of the incorporated association or in
      the furtherance of its objects;
    7. to construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Association’s interests, and to contribute to, subsidise or otherwise assist and take part in the construction, carrying out, alteration or control thereof;
    8. to invest and deal with the money of the Association not immediately required in such manner as may from time to time be thought fit;
    9. to take, or otherwise acquire, and hold shares, debentures or other securities of any company of body corporate;
    10. to lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate, in furtherance of the objects of the Association;
    11. to borrow or raise money either alone or jointly with any other person or legal entity in such manner as many be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed or to be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures charge, lien or other security upon the whole or any part of the incorporated association’s property or assets present or future and to purchase, redeem or pay-off any such securities;
    12. to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;
    13. 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 Association in furtherance of the objects of the Association;
    14. to take hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the association’s property of whatsoever kind sold by the Association, or any money due to the Association from purchasers and others;
    15. To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Associations but subject always to the proviso in sub-rule 4.4;
    16. To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise;
    17. To print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects;
    18. to amalgamate with any one or more incorporated associations having objects altogether or in part similar to those of the Association 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 that imposed upon the Association under or by virtue of rule 80, In furtherance of the objects of the Association;
    19. to transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the incorporated associations with which the Association is authorised to amalgamate, In furtherance of the objects of the Association;
    20. to make donations for patriotic, charitable or community purposes;
    21. to transact any lawful business in aid of the Commonwealth of Australia in the prosecution of any war in which the Commonwealth of Australia is engaged; and
    22. to do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.

Classes of members

  1. The membership of the Association shall consist of the following classes of membership:-
    1. Ordinary individual members;
    2. Full time and part-time students;
    3. Ordinary institutional members – Each such member shall be entitled to appoint one delegate to be representative at all events and meetings of the association other than meetings of the Board;
    4. Honorary members; and
    5. Life members.
    6. Corporate members- Each such member shall be entitled to appoint two delegates to be representatives at all events and meetings of the association other than meetings of the Board
  2. The number of ordinary ,institutional and corporate members shall be unlimited.

Membership

  1. Every applicant for any class of membership of the Association shall complete a membership application form as prescribed by the Board.

Membership fees

  1. The membership fees for each class of membership shall be such a sum as the members shall from time to time at any general meeting so determine.
  2. The membership fees for each class of membership shall be payable at such time and in such manner as the Board shall from time to time determine.

Admission and rejection of members

  1. The Executive Officer may admit ordinary and institutional members to the Association referring only special cases to the Board.
  2. Complimentary or life membership may only be granted from a majority vote at a Board meeting.
  3. Upon the acceptance or rejection of an application for any class of membership the applicant will be notified in writing of such acceptance or rejection.

Termination of membership

  1. A member may resign from the Association at any time by giving notice in writing to the secretary. Such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date.
  2. The Board shall consider whether a membership shall be terminated if a member
    1. is convicted of an indictable offence;
    2. fails to comply with any of the provisions of these Rules;
    3. has membership fees in arrears for a period of two months or more; or
    4. conducts themselves in a manner considered to be injurious or prejudicial to the character or interests of the Association
  3. The member concerned shall be given a full and fair opportunity of presenting their case and if the Board resolves to terminate their membership it shall instruct the secretary to advise the member in writing accordingly.

Appeal against rejection or termination of membership

  1. A person whose application for membership has been rejected or whose membership has been terminated may within one month of receiving written notification thereof, lodge with the secretary written notice of their intention to appeal against the decision of the Board.
  2. Upon receipt of a notification of intention to appeal against rejection or termination of membership the secretary shall convene, within three months of the date of receipt by them of such notice, a special meeting of the Board to determine the appeal. At any such meeting the applicant shall be given the opportunity to fully present their case and the Board or those members thereof who rejected the application for membership or terminated the membership subsequently shall likewise have the opportunity of presenting its or their case. The President, Vice President, Secretary and Treasurer shall determine the appeal.
  3. Where a person whose application is rejected, does not appeal against the decision of the Board within the time prescribed by these Rules or so appeals but the appeal is unsuccessful, the secretary shall forthwith refund the amount of any fee paid.

Register of Members

  1. The Board shall cause a Register to be kept in which shall be entered the names and addresses of all persons admitted to membership of the Association.

Secretary

  1. If a vacancy happens in the office of secretary, the members of the Board must ensure that a secretary is appointed or elected for the association within one month after the vacancy happens.
  2. The secretary must be an individual residing in Queensland, or in another State but not more than 65km from the Queensland border, who is
    1. a member of the associations elected by the association as secretary; or
    2. any of the following persons appointed by the Board
      1. a member of the association’s Board
      2. a member of the association
      3. another person

Membership of the Board

  1. The Board of the Association shall consist of a President, Vice-President, Secretary, Treasurer, Chapter Chairs or their nominee and a recommended 10 General Members all of whom shall be ordinary individual members or life members of the Association. The President, Vice-President, Secretary and Treasurer shall constitute the Executive group of the Board.
  2. At the annual general meeting of the Association, all the members of the Board for the time being shall retire from office, but shall be eligible upon nomination for re-election.

Electing the Board

  1. The election of officers and other members of the Board shall take place in the following manner:-
    1. Any member of the Association shall be at liberty to nominate any other ordinary individual member to serve as a member of the Board.
    2. The nomination, which shall be in writing and signed by the nominee and their proposer, shall be lodged with the secretary at least seven days before the annual general meeting at which the election is to take place.
    3. Should, at the commencement of such meeting, there be an insufficient number of candidates nominated, nominations may be taken from the floor of the meeting.
    4. A list of the candidates’ names in alphabetical order, with the proposers’ names, shall be posted to the Association’s membership email list at least five days immediately preceding the annual general meeting.
    5. Balloting lists shall be prepared (if necessary) containing the names of the candidates in alphabetical order, and each member present at the annual general meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies.

Resignation or removal from office of Board member

  1. Any member of the Board may resign from membership of the Board at any time by giving notice in writing to the secretary. The resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice.
  2. Any member of the Board, who is absent from three consecutive ordinary Board meetings, without submitting an apology or notifying the Board of the need for leave of absence, will cease to be a member of the Board for the current year.

Vacancies on the Board

  1. The Board shall have power at any time to appoint any member of the Association to fill any casual vacancy on the Board until the next annual general meeting.
  2. The continuing members of the Board may act notwithstanding any casual vacancy in the Board, but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum of the Board, the continuing member or members may act for the purpose of increasing the number of members of the Board to that number or of summoning a general
    meeting of the Association, but for no other purpose.

Functions of the Board

  1. Except as otherwise provided by these Rules and subject to resolutions of the members of the Association carried at any general meeting the Board-
    1. shall have the general control and management of the administration of the affairs, property and funds of the Association; and
    2. shall have authority to interpret the meaning of these Rules and any matter relating to the Association on which these Rules are silent.
  2. The Board may exercise all the powers of the Association-
    1. to borrow or raise or secure the payment of money in such manner as the members of the Association may think fit and secure the same or the payment or performance of any debut, liability, contract, guarantee or other engagement incurred or to be entered into by the Association in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Association’s property, both present and future, and to purchase, redeem or pay off any such securities;
    2. to borrow money from members at a rate of interest not exceeding interest at the rate for the time being charged by bankers in Brisbane for overdrawn accounts on money lent, whether the term of the loans be short or long, and to mortgage or charge its property or any part thereof and to issue debentures and other securities, whether outright or as security for many debt, liability or obligation of the Association, and to provide and pay off any such securities;
      and
    3. to invest in such manner as the members of the Association may from time to time
      determine.

Meetings of the Board

  1. The Board will meet at a venue (venue meeting) at least three times per year at least one month apart.
  2. At every meeting a simple majority of the following Board members shall constitute a quorum; President, Vice President, Secretary, Treasurer and 10 other members elected and/or appointed to the Board. Motions put forward at a Board meeting with less than a simple majority of members elected and/or appointed to the Board shall be put to the Board at the next meeting or posted to the Board email list for ratification.
  3. Subject as previously provided in this rule, the Board may meet together and regulate its proceedings as it thinks fit: provided that questions arising at any meeting of the Board shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative.
  4. A member of the Board shall not vote in respect of any contract or proposed contract with Association in which they are interested, or any matter arising thereout, and if they do so vote their vote shall not be counted.
  5. The President shall preside as Chair at every meeting of the Board, or if there is no President, or if at any meeting they are not present within ten minutes after the time appointed for holding the meeting, the Vice-President shall be Chair or if the Vice-President is not present at the meeting then
    the members may choose one of their number to be Chair of the meeting.
  6. If within half an hour from the time appointed for the commencement of a Board meeting a quorum is not present, the meeting shall lapse. It shall stand adjourned to such other day and at such other time and place as the Board may determine.
  7. A resolution in writing signed by all the members of the Board for the time being entitled to receive notice of a meeting of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like
    form, each signed by one or more members of the Board.

Types of Board meetings

Ordinary Meetings of the Board.

  1. Ordinary meetings of the Board may be held in any of the following formats not withstanding that the conditions of rule 31 are met:- venue meeting, teleconference, videoconference, chat room, forums, email list or via other suitable technology.
  2. The Board will be at least five days notice that such a meeting will take place, unless the issue is deemed urgent by the Board and warrants urgent consideration. The agenda items for discussion, a date and time by which a vote shall be recorded will also be announced on the Board email list.
  3. Where a secret ballot is appropriate responses will be emailed to the President who will duly declare the decision.

Special meetings of the Board

  1. A special meeting of the Board shall be convened by the secretary on the requisition in writing signed by not less than one-third of the members of the Board, which requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted thereat.
  2. Not less than fourteen days notice shall be given by the secretary to members of the Board of any special meeting of the Board. Such notice shall clearly state the nature of the business to be discussed thereat.

Extended Board Meetings

  1. Extended Board meetings will be held at least once per year where all office bearers the Association are invited to attend.

Delegation of Board Powers-(Sub-Committees)

  1. The Board may delegate any of its powers to a sub-committee consisting of such members of the Association as the Board thinks fit. Any sub-committee so formed shall, in the exercise of the powers delegated, conform to any regulations that may be imposed on it by the Board.
  2. A sub-committee may elect a Chair of its meetings. If no such Chair is elected, or if at any meeting the Chair is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chair of the meeting.
  3. A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative.

Delegation of Board Powers-(Chapters)

  1. The Board may delegate any of its powers to a Chapter consisting of such members of the Association who are centred on a particular locality or region. Any chapter so formed shall, in the exercise of the powers delegated, conform to any regulations that may be imposed on it by the Board.
  2. The purpose of the Chapters is to meet the needs of members outside the Brisbane area.
  3. Chapters are expected to operate as a local advocate by hosting events, conferences, contributing the Association’s publications and online communities.
  4. The Board will provide seeding funds to establish Chapters and support them in their endeavours wherever possible.
  5. Chapters must elect a Board to conduct the business of the chapter consisting of a Chair, Secretary, Treasurer and any others that the chapter deems necessary.
  6. If at any meeting the Chair is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chair of the meeting.
  7. A Chapter Board will meet at least three times per year at least one month apart. Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative.
  8. Chapters will provide regular reports on their activities indicating motions passed by the executive.
  9. Chapters are responsible for meeting the reporting requirements in a timely manner. Eg. BAS statements.

Acts not affected by defects or disqualifications

  1. An act performed by the Board, a Subcommittee, Chapter or a person acting as a member of the Board is taken to have been validly performed, even if the act was performed when-
    1. There was a defect in the appointment of a member of the Board, Subcommittee, Chapter or person acting as a member of the Board; or
    2. A Board, Subcommittee, Chapter member or person acting as a member of the Board was disqualified from being a member.

Resolutions of Board without meeting

  1. A written resolution signed by each member of the Board for the time being entitled to receive notice of a Board meeting is a valid and effectual as if it had been passed at a Board meeting that was properly called and held.
  2. A resolution mentioned in clause 56 may consist of several documents in like form, each signed by one or more members of the Board.

Annual General Meetings

  1. The annual general meeting shall be held within three months of the close of the financial year.
  2. The business to be transacted at every annual general meeting shall be-
    1. the receiving of the Board’s report and the statement of income and expenditure, assets and liabilities and mortgages, charges and securities affecting the property of the association for the preceding financial year;
    2. the receiving of the auditor’s report upon the books and accounts for the preceding financial year;
    3. the election of members of the Board; and
    4. the appointment of an auditor.

Special General Meetings

  1. The secretary shall convene a special general meeting –
    1. when directed to do so by the Board; or
    2. on the requisition in writing signed by not less than one-third of the members presently on the Board or not less than the number of ordinary members of the Association which equals double the number of members presently on the Board plus one. Such requisition shall clearly state the reasons why such special general meeting is being convened and the nature of the business to be transacted thereat; or
    3. on being given a notice in writing of an intention to appeal against the decision of the Board to reject an application for membership or to terminate the membership of any person.

General Meetings

  1. At any general meeting the number of members required to constitute a quorum shall be twelve.
  2. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. For the purposes of this rule “member” includes a person attending as a proxy or as representing a corporation which is a member.
  3. If within half an hour from the time appointed for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Board or the Association, shall lapse. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.
  4. The Chair may, with consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting
    from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
  5. The secretary shall convene all general meetings of the Association by giving not less than 14 days notice of any such meeting to the members of the Association.
  6. The manner by which such notice shall be given shall be determined by the Board: provided that notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of their membership by the Board, shall be given in writing. Notice of a general meeting shall clearly state the nature of the business to be discussed thereat.
  7. Unless otherwise provided by these Rules, at every general meeting-
    1. The President shall preside as Chair, or if there is no President, or if they are not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall be the Chair or if the Vice-President is not present or is unwilling to act then the members present shall elect one of their number to be Chair of the meeting;
    2. The Chair shall maintain order and conduct the meeting in a proper and orderly manner;
    3. Every question, matter or resolution shall be decided by a majority of votes of the members present;
    4. Every member present shall be entitled to one vote and in the case of an equality of votes the Chair shall have a second or casting vote: Provided that no member shall be entitled to vote at any general meeting if their annual subscription is more than one month in arrears at the date of the meeting;
    5. Voting shall be by show of hands or a division of members, unless not less than one-fifth of the members present demand a ballot, in which event there shall be a secret ballot. The Chair shall appoint two members to conduct the secret ballot in such manner as they shall determine and the result of the ballot as declared by the Chair shall be deemed to be the resolution of the meeting at which the ballot was demanded;
    6. A member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote;
    7. The instrument appointing a proxy shall be in writing, in the common or usual form under the hand of the appointor or of their attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may but need not be a member of the Association. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot;
    8. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the form detailed in Appendix 1 or as near thereto as circumstances permit:-
    9. The instrument appointing a proxy shall be deposited with the secretary prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote; and
    10. The secretary shall record full and accurate minutes of all questions, matters, resolutions and other proceedings of every Board meeting and general meeting. Any financial member who previously applies to the secretary may inspect the minutes at all reasonable times. For the purposes of ensuring accuracy, the minutes of every venue and teleconference Board meeting, extended management meeting, special meeting, general meeting and annual general meeting shall be signed by the Chair of that meeting or the Chair of the next meeting.

By-Laws

  1. The Board may from time to time make, amend or repeal by-laws, not inconsistent with these Rules, for the internal management of the Association and any by-law may be set aside by a general meeting of members.

Alteration of Rules

  1. Subject to the provisions of the Associations Incorporation Act 1981, these rules may be amended, rescinded or added to from time to time by a special resolution carried at any general meeting:
  2. An amendment, repeal or addition is valid only if it is registered by the secretary.

Common Seal

  1. The Board shall provide for a Common Seal and for its safe custody. The Common Seal shall only be used by the authority of the Board and every instrument to which the seal is affixed shall be signed by a member of the Board and shall be countersigned by the secretary or by a second member of the Board or by some other person appointed by the Board for the purpose.

Funds and Accounts

  1. The funds of the Association shall be banked in the name of the Association in such financial institution decided by the Board.
  2. Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the Association.
  3. All amounts must be deposited in the financial institution account as soon as practicable after receipt.
  4. Accounts paid by cheque are to be signed by any two of the Board.
  5. Cheques shall be crossed “not negotiable” except those in payment of wages, allowances or petty cash recoupments which may be open.
  6. All normal operating expenditure shall be approved by a member of the Executive
  7. All extraordinary expenditure shall be approved and ratified by the Board at a venue meeting of the Board.
  8. The treasurer will report to Board about all expenditure.
  9. The Treasurer must, as soon as practicable after the end of each financial year, ensure a statement containing the following particulars is prepared-
    1. the income and expenditure for the financial year just ended;
    2. the assets and liabilities at the close of the year; and
    3. the mortgages, charges and securities affecting the property of the Association at the close of that year.
  10. The auditor must examine the statement prepared under subsection eight and present a report about it to the secretary before the next annual general meeting following the financial year for which the audit was made.
  11. The income and property of the Association must be used solely in promoting the association’s objects and exercising the Association’s powers.

Documents

  1. The Board shall provide for the safe custody of books, documents, instruments of title and securities of the Association.

Financial Year

  1. The financial year of the association shall close on 31st December in each year.

Distribution of Assets

  1. If the Association shall be wound up in accordance with the provisions of the Associations Incorporation Act 1981, and there remains, after satisfaction of all its debts and liabilities, any property whatsoever.
  2. the same shall not be paid to or distributed among the members of the Association.
    the surplus assets shall be given or transferred to some other institution or institutions

    1. having objects similar to the objects of the Association; and
    2. which prohibits 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 Association under or by virtue of rule 28 (10) such institution or institutions to be determined by the members of the Association.

Distribution of Assets-Chapters

  1. If the Chapter shall be wound up in accordance with the provisions of the Associations Incorporation Act 1981, and there remains, after satisfaction of all its debts and liabilities, any property whatsoever,
    1. the same shall not be paid to or distributed among the members of the Chapter; and
    2. the surplus assets shall be given or transferred to the Association.