Adopted Constitution and Rules

MALAGA COMMERCE COLLECTIVE

Inc

CONSTITUTION AND RULES

Established under the Associations Incorporation Act 2015 (WA)

As amended by the Associations and Co-operative Legislation Amendment Act 2025 (WA)

Adopted [DATE] · Malaga, Western Australia

PREAMBLE

The Malaga Commerce Collective Inc (the Association) is an incorporated, not-for-profit association serving businesses and the wider community of the Malaga and surrounding commercial and industrial precincts. It exists to advocate for members' interests, promote business prosperity, and foster a safe and vibrant local business environment. These Rules have been adopted to govern the affairs of the Association in accordance with the Associations Incorporation Act 2015 (WA) as amended by the Associations and Co-operative Legislation Amendment Act 2025 (WA).

1. NAME

The name of the Association is the Malaga Commerce Collective Inc (the Association).

2. DEFINITIONS

In these Rules, unless the contrary intention appears:

"Act" means the Associations Incorporation Act 2015 (WA) as amended from time to time.

"Annual General Meeting" (AGM) means the meeting convened under Rule 18(b).

"Commissioner" means the Commissioner for Consumer Protection exercising powers under the Act.

"Committee" means the Committee of Management referred to in Rule 11.

"Committee Meeting" means a meeting referred to in Rule 17.

"Committee Member" means a person holding a position referred to in Rule 11(1).

"Compliance Officer" means the person designated under Rule 3 as responsible for ensuring compliance with the Association's reporting obligations under the Act.

"Electronic Meeting" means a meeting conducted wholly or partly by instantaneous communication technology, such as video conference or telephone conference, allowing real-time participation and voting.

"Financial Year" means the period from 1 July to 30 June each year.

"General Meeting" means a meeting to which all members are invited.

"Member" means a financial member of the Association.

"Office Bearer" means the President, Vice-President, Secretary, or Treasurer.

"Ordinary Resolution" means a resolution other than a Special Resolution.

"Poll" means voting conducted in written form (as opposed to a show of hands).

"President" means the President referred to in Rule 11(1)(a) or, if absent, the person chairing the meeting in accordance with Rule 13.

"Secretary" means the Secretary referred to in Rule 11(1)(c).

"Special General Meeting" (SGM) means a general meeting other than the AGM.

"Special Resolution" has the meaning given by section 51 of the Act — a resolution passed by not less than three-fourths of members entitled to vote.

"State Administrative Tribunal" (SAT) means the State Administrative Tribunal of Western Australia.

"Treasurer" means the Treasurer referred to in Rule 11(1)(d).

"Vice-President" means the Vice-President referred to in Rule 11(1)(b).

3. COMPLIANCE OFFICER

3.1 The Secretary is designated as the Compliance Officer responsible for ensuring the Association meets all reporting obligations under the Act, including:

Lodging an annual information statement with the Commissioner within six months of the end of each Financial Year.

Notifying the Commissioner of changes to the Association's contact details within 28 days of those changes occurring.

Lodging Special Resolutions that alter these Rules with the Commissioner within one month of their passing.

3.2 Where the Secretary is unable to perform these functions, any other Office Bearer (Vice-President, Treasurer, or President) as determined by the Committee assumes the role of Compliance Officer until the Secretary resumes their duties or a replacement is appointed.

4. OBJECTS

4.1 The objects of the Association are:

Representation and Advocacy

To represent member businesses on local area issues including security, lighting, transport, communications, infrastructure, planning, amenity, environment, and all other business-related matters affecting the Malaga commercial and industrial precinct.

To act as a credible and unified representative voice for member businesses to local, state, and federal government — in a non-political and non-sectarian manner.

To represent members at conferences, industry forums, and seminars, and to conduct ongoing dialogue with other business organisations, government agencies, and relevant bodies.

Economic Growth and Precinct Development

To promote business opportunities, investment attraction, and economic prosperity within the Malaga and surrounding districts, in alignment with the City of Swan's strategic economic objectives.

To engage actively with the City of Swan's Local Area Planning process for Malaga, advocating for precinct infrastructure, streetscape, signage, parking, lighting, and amenity improvements that benefit business owners, workers, and visitors.

To advocate for improved freight, logistics, and transport infrastructure servicing the Malaga precinct, recognising transport, postal, and warehousing as one of the City of Swan's largest employment sectors.

To support and promote the Malaga precinct externally as an attractive destination for business investment, trade, and relocation.

To facilitate member access to government grant programs, business support services, and commercial training opportunities.

Safety and Community

To support crime prevention, community safety, and environmental design initiatives that protect businesses, employees, and visitors within the precinct.

To foster an inclusive and diverse business community that reflects the multicultural character of the City of Swan, and which provides accessible employment opportunities for people of all backgrounds.

To support member businesses in understanding and meeting their obligations under employment law, workplace health and safety legislation, and consumer protection law.

Innovation and Sustainability

To promote digital transformation, technology adoption, and innovation among member businesses to strengthen long-term competitiveness in an evolving commercial landscape.

To encourage member businesses to adopt sustainable business practices, responsible waste management, and environmental stewardship consistent with the City of Swan's natural environment objectives.

Member Connection

To promote and foster reciprocal trade, knowledge-sharing, and regular business and social contact among members.

To provide a collective forum through which members can share experience, access peer support, and strengthen commercial relationships within and beyond the Malaga precinct.

4.2 In pursuing its objects, the Association will seek to align its activities with the City of Swan's current strategic community plan and local area planning objectives for Malaga and will engage constructively with the City of Swan's planning processes as they are reviewed and updated from time to time.

4.3 The property and income of the Association shall be applied solely towards the promotion of the objects of the Association. No part of that property or income may be paid or otherwise distributed, directly or indirectly, to members except in good faith in the promotion of those objects.

4.4 Nothing in these Rules prevents the Association from including additional governance requirements in its rules under section 23A of the Act, provided such requirements do not conflict with the Act.

5. POWERS

The Association has the powers conferred by section 14 of the Act and may, in particular:

Acquire, hold, deal with, and dispose of real or personal property.

Open and operate bank and financial accounts.

Invest its funds in any security in which trust moneys may lawfully be invested, or as otherwise authorised by these Rules.

Borrow money on such terms and conditions as the Association thinks fit.

Give security for the discharge of liabilities incurred by the Association.

Appoint agents to transact any business on behalf of the Association.

Enter into any contract it considers necessary or desirable.

Act as trustee and accept and hold real and personal property upon trust, subject to the Act.

Access small business restructuring under the Corporations Act 2001 (Cth) if the Association has liabilities of less than $1 million, subject to the Act.

6. COMMITTEE

MEMBERSHIP/ Membership Categories

6.a 70% of Committee members must be from Malaga Commercial District

6.b 30% of Committee members can be from surrounding commercial and industrial districts

6.c Ex Officio Members

6.1 Eligibility

Membership of the Association is open to sole traders, partnerships, bodies corporate, and other entities conducting or carrying on business in the Malaga or surrounding commercial and industrial districts, and to any person with a genuine interest in advancing the objects of the Association.

6.2 Application

A person or entity wishing to become a member must apply to the Secretary in writing. The application is to be presented to the governing committee for approval.

6.3 Approval

The Committee must consider each application at a Committee Meeting and, at that meeting or the next, either accept or reject the application. Decisions must be communicated in writing to the applicant.

6.4 Appeal against Rejection

An applicant whose application is rejected may appeal by giving written notice to the Secretary within 14 days of notification. The Association at a General Meeting (no later than the next AGM) must confirm or set aside the Committee's decision, after affording the applicant a reasonable opportunity to be heard.

6.5 Honorary Life Membership

The Committee may confer Honorary Life Membership on any person considered to have rendered outstanding service to the Association. No more than one such membership may be conferred in any calendar year. Honorary Life Members retain all voting rights previously held and remain subject to these Rules.

7. MEMBERSHIP SUBSCRIPTIONS

7.1 Members may determine the amount of the annual subscription at a General Meeting. The Committee may also set or vary the subscription from time to time.

7.2 Each member must pay the annual subscription to the Treasurer by 1 July each year, or by such other date as the Committee determines. An invoice will be issued to each member.

7.3 A member whose subscription is not paid within three months of the due date ceases to be a member, unless the Committee decides otherwise.

7.4 A person who pays the subscription by the due date, or within three months thereafter (or such other period as the Committee allows), exercises full membership rights for those purposes.

7.5 The Committee may, at its discretion, waive subscription requirements for members providing significant volunteer or in-kind contributions to the Association.

8. REGISTER OF MEMBERS

8.1 The Secretary must maintain an up-to-date register of members in accordance with the Act. The register must record, as a minimum, each member's name and at least one form of address (residential, postal, or email address).

8.2 The Association may include additional information in the register (such as class of membership or emergency contact) provided the minimum requirements are met and the rules identify what additional information is kept.

8.3 The register must be kept at the Secretary's place of residence or at such other place as members at a General Meeting decide.

8.4 A member may request to inspect the register. The Association must provide access within 30 days of that request (or sooner if stated in these Rules). Inspection is free of charge. A member may make copies or extracts but may not remove the register.

8.5 A member may apply to the Secretary to restrict access to their personal information in the register if prescribed circumstances exist under the Act (for example, where a family violence order is in place, the member's name is withheld from the electoral roll, or the member is a child). The Secretary must approve such a request if the prescribed circumstances are satisfied. Only the Secretary and the Commissioner may access restricted information. The Secretary must pass on relevant communications to a restricted member within 14 days of a request to ensure continued participation in the Association.

8.6 The Secretary must promptly remove from the register the name of any person who dies or ceases to be a member.

9. TERMINATION OF MEMBERSHIP

Membership terminates upon:

Resignation — receipt by the Secretary or another Committee Member of a written notice of resignation. Unpaid subscriptions remain owing.

Non-payment — failure to pay the annual subscription within three months of the due date, unless the Committee decides otherwise.

Expulsion — in accordance with Rule 10.

10. SUSPENSION OR EXPULSION

10.1 If the Committee considers that a member should be suspended or expelled because their conduct is detrimental to the interests of the Association, the Committee must give the member, not less than 30 days before the relevant Committee Meeting:

Written notice of the proposed suspension or expulsion and the time, date, and place of the Committee Meeting; and

Particulars of the conduct in question.

10.2 At the Committee Meeting, the member must be given a reasonable opportunity to be heard or to make written representations. The Committee may then suspend, expel, or decline to take action and must notify the member in writing of its decision.

10.3 Suspension or expulsion takes effect 14 days after notification to the member, unless an appeal is lodged under Rule 10.4.

10.4 Internal appeal — A member may appeal the Committee's decision by giving written notice to the Secretary within those 14 days. While that appeal is pending, the member is not suspended or expelled. The Association at a General Meeting must confirm or set aside the Committee's decision after affording the member a reasonable opportunity to be heard.

10.5 SAT review — In addition to the internal appeal right under Rule 10.4, an expelled member may apply to the State Administrative Tribunal for review of the expulsion decision within six months of the expulsion taking effect. The right to seek SAT review exists independently of whether an internal appeal was pursued.

11. HONORARIUMS

The Committee may resolve to pay an honorarium to a member in return for services actually rendered to the Association in furtherance of its objects.

12. COMMITTEE OF MANAGEMENT

12.1 The affairs of the Association are managed exclusively by a Committee of Management consisting of:

President

Vice-President

Secretary (who is also the Compliance Officer under Rule 3)

Treasurer

General committee no fewer than two (2) nor more than five (5) Ordinary Committee Members, all of whom must be members of the Association.

12.2 Ex-Officio Observers

The following persons may be invited to serve as non-voting ex-officio observers to the Committee:

The City of Swan Representative.

A representative of the Western Australia Police Service.

12.3 Subcommittees

The Committee may, in writing, delegate to one or more subcommittees (comprising such members as the Committee sees fit) any functions of the Committee other than the power of delegation or duties imposed by the Act. Any delegation may be revoked by the Committee at any time.

13. ELECTION OF OFFICE BEARERS AND COMMITTEE

13.1 All positions referred to in Rule 12(1)(a)–(e) shall be filled by election at an AGM.

13.2 Office Bearers (President, Vice-President, Secretary, Treasurer) hold office for three (3) years. Ordinary Committee Members hold office for two (2) years, except that at the first election following adoption of these Rules, half of the Ordinary Committee Members shall serve a one-year term to establish staggered rotation.

13.3 All Committee positions are eligible for re-election.

13.4 Nominations must be delivered in writing to the Secretary at least seven (7) days before the AGM, signed by both the nominator (who must be a member) and the nominee (signifying willingness to stand).

13.5 A member eligible for election may nominate and vote for themselves.

13.6 Where only one nomination is received for a position, or the number of nominees does not exceed the number of vacancies, the President must declare those persons duly elected.

13.7 If vacancies remain after sub-rule 13.6, nominations may be taken from the floor. Where floor nominations exceed remaining vacancies, an election shall be conducted by ballot.

13.8 Casual vacancies may be filled by Committee appointment. An appointed member holds office until the next AGM and is eligible for election at that meeting.

14. PRESIDENT AND VICE-PRESIDENT

14.1 The President must chair all General Meetings and Committee Meetings. The President has a deliberative vote and, in the event of an equality of votes, a casting vote.

14.2 The President is an ex-officio member of all subcommittees.

14.3 In the absence of the President from a General Meeting or Committee Meeting, the Vice-President shall chair. If both are absent, the members present shall elect a chair for that meeting.

15. SECRETARY

15.1 The Secretary must:

Co-ordinate the correspondence of the Association.

Keep full and correct minutes of all Committee and General Meeting proceedings.

Maintain the register of members in accordance with Rule 8.

Maintain an up-to-date record of the names and addresses of Office Bearers and Committee Members.

Keep and make available these Rules for inspection by members, who may copy or take extracts but may not remove them.

Maintain records of persons appointed as trustees on behalf of the Association.

Unless members otherwise resolve, have custody of all books, documents, records, and registers (other than financial records held by the Treasurer).

Convene all meetings in accordance with these Rules.

As Compliance Officer under Rule 3, ensure timely lodgement of the annual information statement, notification of contact detail changes, and lodgement of Special Resolutions with the Commissioner.

Perform such other duties as are imposed by these Rules.

16. TREASURER

16.1 The Treasurer must:

Receive all moneys paid to or received by the Association and issue receipts in the Association's name.

Pay all moneys received into such accounts of the Association as the Committee directs.

Make payments authorised by the Committee or a General Meeting. All payments must be authorised by the Treasurer plus at least one other Committee Member, or by any two authorised Committee Members.

Keep accounting records that correctly record and explain the Association's financial transactions and position.

Prepare and present financial statements to members at each AGM showing the financial position at the end of the immediately preceding Financial Year, together with any auditor or reviewer report if applicable.

Submit to the Committee, whenever directed by the President, a report, balance sheet, or financial statement.

Unless members otherwise resolve, have custody of all financial records and securities.

Perform such other duties as are imposed by these Rules.

16.2 All bank accounts shall require the signatures of any two of the Treasurer, President, Vice-President, or Secretary to operate.

17. FINANCIAL YEAR AND AUDITING

17.1 The Financial Year commences on 1 July and ends on 30 June each year.

17.2 Where the Association's financial reporting tier under the Act requires audit or independent review, an auditor or reviewer must be appointed at the AGM if required. The Association may appoint an auditor or reviewer for a fixed term of between two (2) and five (5) years.

17.3 An auditor or reviewer appointed for a fixed term may only be removed before the expiry of that term in specific circumstances, including resignation, insolvency, or by resolution at a General Meeting.

17.4 The auditor or reviewer shall have full access to the financial records of the Association and shall report to members at the AGM.

17.5 All financial records must be retained for a minimum of seven (7) years.

18. COMMITTEE MEETINGS

18.1 The Committee must meet at least six (6) times in each Financial Year. The President, or at least half the Committee Members, may convene a meeting at any time.

18.2 Committee Meetings may be held in person or by Electronic Meeting. Each Committee Member participating by electronic means is taken to be present at that meeting.

18.3 Each Committee Member has a deliberative vote. Questions are decided by majority vote. In the event of an equality of votes, the chair has a casting vote.

18.4 A quorum at a Committee Meeting is fifty percent (50%) of Committee Members plus one (1), whether present in person or participating electronically.

18.5 The procedure and order of business at a Committee Meeting is determined by the Committee Members present.

18.6 A Committee Member with a direct or indirect pecuniary interest in any contract or proposed contract before the Committee must disclose that interest as soon as it is known and must not participate in deliberations or vote on that matter. Such disclosure must be recorded in the minutes.

18.7 A casual vacancy in the Committee occurs if a Committee Member:

Dies.

Resigns in writing, with resignation accepted by Committee resolution.

Is convicted of an offence under the Act.

Becomes permanently incapacitated by mental or physical ill-health.

Fails to attend three (3) consecutive Committee Meetings (of which they received notice) without tendering an apology, and the Committee resolves to declare the position vacant.

Ceases to be a member of the Association.

Is removed by resolution of a General Meeting.

19. GENERAL MEETINGS

19.1 The Committee:

May at any time convene a Special General Meeting (SGM).

Must convene an AGM within six (6) months of the end of each Financial Year.

Must convene an SGM within 30 days of receiving a written request from not less than fifteen percent (15%) of the total membership, or within 30 days of receiving a notice of appeal under Rules 6.4 or 10.4.

19.2 If an SGM is not convened within the required 30 days, the members who made the request (or gave the notice) may themselves convene the SGM as if they were the Committee. The Association must pay the reasonable costs of such a meeting.

19.3 The Secretary must give all members at least twenty-one (21) days' written notice of an AGM. For an SGM, at least fourteen (14) days' written notice is required (or twenty-one (21) days if a Special Resolution is to be proposed). Notices must specify the time, date, venue (or electronic meeting details), and business to be transacted.

19.4 Notice may be served personally, by post, or by electronic means to the address recorded in the register of members.

19.5 General Meetings may be held in person, by Electronic Meeting, or by a combination of both. Members participating electronically are taken to be present at that meeting.

19.6 AGM Order of Business:

Confirmation of attendance and apologies.

Confirmation of minutes of the previous AGM and any intervening SGMs.

Business arising from those minutes.

President's Report, including update on compliance with reporting obligations.

Treasurer's Report, together with any auditor or reviewer report.

Election of Office Bearers and Committee Members.

Appointment of Auditor or Reviewer (if required or desired), including confirmation of fixed-term appointment if applicable.

General Business.

20. QUORUM AND PROCEEDINGS AT GENERAL MEETINGS

20.1 Ten percent (10%) of financial members, or five (5) financial members, whichever is the greater, present in person or participating electronically constitute a quorum at a General Meeting.

20.2 If a quorum is not present within 30 minutes of the time specified:

For an SGM convened on member request: the meeting lapses.

For any other General Meeting: the meeting stands adjourned to the same time and place (or electronic meeting link) the following week.

20.3 If a quorum is not present within 30 minutes of the adjourned time, the members present may proceed with business as if a quorum were present.

20.4 An Ordinary Resolution is decided by a majority of votes on a show of hands (or equivalent electronic mechanism), subject to a poll being demanded. A Special Resolution is decided in accordance with the Act.

20.5 A poll may be demanded by the President or by three or more members present. If demanded, the poll must be taken immediately in such manner as the President directs, including by electronic means where a meeting is held electronically.

21. VOTING RIGHTS AND PROXIES

21.1 Each financial member present in person or participating electronically at a General Meeting is entitled to one deliberative vote.

21.2 A body corporate member may appoint a natural person (whether or not a member) in writing to represent it at General Meetings. Such appointment must be in a form satisfactory to the Committee.

21.3 A member may appoint another financial member as their proxy to attend and vote on their behalf at any General Meeting. A proxy appointment must be made in writing. A member may act as proxy for no more than two (2) members at any General Meeting.

21.4 To be eligible to vote at a General Meeting, a member must have been a financial member at the time notice of the meeting was given.

22. MINUTES

22.1 The Secretary must cause proper minutes of all proceedings of General Meetings and Committee Meetings to be recorded and entered in a minute book within 30 days of the meeting.

22.2 Minutes must be signed as correct by the President of the relevant meeting or by the President of the next succeeding meeting. Signed minutes are, until the contrary is proved, evidence that the meeting was duly convened and held, that all proceedings recorded occurred, and that all appointments or elections were validly made.

23. INSPECTION OF RECORDS

23.1 A member may, at any reasonable time and free of charge, inspect the books, documents, records, and securities of the Association.

23.2 A member wishing to inspect records must contact the Secretary to arrange access. Access to the member register must be provided within 30 days of the request. The member may make copies or extracts but may not remove documents.

23.3 Information obtained from the Association's records must only be used for purposes directly connected with the affairs of the Association or as required by the Act.

23.4 A member's right to inspect the register of members is subject to any restriction approved under Rule 8.5.

24. ALTERATION OF RULES

24.1 These Rules may only be altered by Special Resolution in accordance with schedule 1, division 1 of the Act.

24.2 Within one month of passing a Special Resolution altering these Rules, the Compliance Officer (Secretary) must lodge with the Commissioner a notice of the Special Resolution, together with a certificate from a Committee Member certifying it was duly passed. An alteration does not take effect until this requirement is met.

24.3 An alteration that changes the name, or the objects or purposes, of the Association also requires the approval of the Commissioner before taking effect.

24.4 These Rules bind every member and the Association to the same extent as if each had signed and sealed them.

25. DISPUTES AND MEDIATION

25.1 The grievance procedure in this Rule applies to disputes under these Rules between:

A member and another member.

A member and the Association.

The Association and a non-member who receives services from the Association.

25.2 The parties to a dispute must meet and attempt to resolve the matter within 14 days after the dispute comes to the attention of all parties.

25.3 If unresolved within that period, the disputing parties must, within a further 10 days, hold a meeting in the presence of a mediator.

25.4 The mediator must be a person chosen by agreement between the parties. In the absence of agreement: for disputes between members, a person appointed by the Committee; for disputes between a member and the Association, a person who is a mediator appointed to or employed with a not-for-profit organisation.

25.5 A member of the Association may serve as mediator, but not if they are a party to the dispute.

25.6 The parties must in good faith attempt to settle the dispute by mediation. The mediator must give parties every opportunity to be heard, allow due consideration of written statements, and ensure natural justice throughout.

25.7 The mediator must not determine the dispute. The mediation must be confidential and without prejudice.

25.8 If mediation is unsuccessful, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law, including by application to the State Administrative Tribunal where the Act so permits.

26. WINDING UP AND DISSOLUTION

26.1 Voluntary winding up of the Association may be initiated by members via Special Resolution in accordance with the Act.

26.2 If upon the winding up or dissolution of the Association there remains, after satisfaction of all debts and liabilities, any property whatsoever, the same must not be paid to or distributed among members or former members. The surplus property must be given or transferred to one or more of the following, as determined by resolution of the members:

Another incorporated association under the Act with similar objects that is not carried on for the purposes of profit or gain to its individual members.

An association incorporated in another Australian state or territory with similar objects that is not carried on for the purposes of profit or gain.

An Aboriginal and Torres Strait Islander Corporation with similar objects.

A religious organisation incorporated by or under a written law with similar objects.

An entity endorsed as a deductible gift recipient under the Income Tax Assessment Act 1997 (Cth) with similar objects.

27. CONFLICT OF INTEREST POLICY

27.1 Purpose

This policy ensures that Committee Members and Office Bearers act in the best interests of the Association and manage situations where personal, financial, or other interests may conflict — or appear to conflict — with those duties. It gives effect to sections 42–46 of the Act.

27.2 Definition of Material Personal Interest

A Committee Member has a material personal interest in a matter if that member, or a person closely associated with that member (including a spouse, family member, business partner, or related entity), stands to gain a financial or other benefit from the outcome of that matter — directly or indirectly — beyond what any ordinary member might gain.

The following do not constitute a material personal interest for the purposes of this policy:

An interest that exists only because the member is an employee of the Association.

An interest that exists only because the member belongs to the class of persons for whose benefit the Association was established.

An interest held in common with all, or a substantial proportion of, the members of the Association.

27.3 Duty to Disclose

A Committee Member who has, or becomes aware of, a material personal interest in any matter being considered at a Committee Meeting must:

Disclose the nature and extent of the interest and its relation to the Association's activities to the Committee as soon as the member becomes aware of it. Penalty under the Act: fine of $10,000.

Disclose the same details at the next General Meeting of the Association. Penalty under the Act: fine of $10,000.

Ensure the disclosure is recorded in the minutes of the meeting at which it is made.

27.4 Withdrawal from Deliberation and Voting

A Committee Member who has a material personal interest in a matter before the Committee must not:

Be present in the meeting room (or connected electronically) while that matter is being considered.

Vote on that matter.

Breach of this rule is a penalty offence under section 43 of the Act (fine of $10,000).

27.5 Loss of Quorum

If sufficient Committee Members must withdraw from consideration of a matter such that the remaining members cannot form a quorum, one or more Committee Members (including those with the conflict) may call a General Meeting, and the General Meeting may pass a resolution to deal with the matter.

27.6 Duties of Officers

All Office Bearers and Committee Members must, in accordance with sections 44–46 of the Act:

Exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person in that position would exercise (duty of care and diligence).

Act in good faith in the best interests of the Association, and for a proper purpose (duty of good faith).

Not improperly use their position to gain an advantage for themselves or any other person, or to cause detriment to the Association.

Not improperly use information obtained through their position to gain an advantage or cause detriment.

27.7 Conflict of Interest Register

The Secretary must maintain a Conflict of Interest Register recording all disclosures made under Rule 27.3. The register must record the name of the member, the nature and extent of the interest, the matter to which it relates, and the date of disclosure. The register must be available for inspection by any Committee Member.

27.8 Gifts and Benefits

Committee Members and Office Bearers must not accept gifts, benefits, or hospitality from any person or organisation that could reasonably be perceived as influencing their decisions on behalf of the Association. Any gift or benefit received in the course of Association duties with a value exceeding $50 must be declared to the Committee and recorded in the minutes.

27.9 Effect of Proper Disclosure

Where a Committee Member properly discloses a material personal interest in a contract or proposed contract in accordance with this policy, the contract is not liable to be avoided by the Association, and the member is not liable to account for profits derived from the contract, provided the member has complied with section 43(1) of the Act.

28. FUNDRAISING POLICY

28.1 Purpose and Scope

This policy governs all fundraising activities conducted by or on behalf of the Association. It ensures fundraising is conducted lawfully, transparently, and in accordance with the objects of the Association. All income raised must be applied solely to the promotion of the Association's objects and must not be distributed to members.

28.2 Authorisation

No fundraising activity may be undertaken on behalf of the Association without prior approval of the Committee. Committee approval must specify:

The nature and purpose of the fundraising activity.

The intended use of the funds raised.

The person(s) responsible for conducting the activity and managing receipts.

The expected income and any associated costs.

28.3 Compliance with Western Australian Law

All fundraising activities must comply with applicable Western Australian legislation, including:

The Charitable Collections Act 1946 (WA) — any public appeal or collection for charitable purposes requires a licence issued by the Commissioner for Consumer Protection. The Committee must obtain the required licence before conducting any public collection or appeal for charitable purposes.

The Gaming and Wagering Commission Act 1987 (WA) — any raffle, lottery, or gaming activity conducted for fundraising requires appropriate approval from the Gaming and Wagering Commission of WA.

Any other applicable law as may be in force at the time of the activity.

28.4 Receipt and Banking of Funds

All funds raised must be:

Received and receipted in the name of the Association by the Treasurer or a person designated in writing by the Committee for that purpose.

Banked into the Association's nominated bank account within five (5) business days of receipt.

Accompanied by a written account of the source, amount, and purpose of each amount received.

28.5 Application of Funds

Funds raised through Association activities:

Must be applied solely to the purpose for which they were raised, or — with the consent of the donor — to another purpose consistent with the objects of the Association.

Must not be paid or distributed, directly or indirectly, to members, in accordance with section 13 of the Act and these Rules.

Must be accounted for separately in the financial records of the Association if raised for a specific purpose.

28.6 Financial Records

All fundraising activities must be recorded in the Association's financial records in accordance with section 66 of the Act, including:

Gross income received.

All expenses incurred in conducting the activity.

Net funds available for the intended purpose.

Records must be retained for at least seven (7) years in accordance with section 67 of the Act.

28.7 Reporting

The Treasurer must include a summary of all fundraising activities in the annual financial statements presented to the AGM, including the total funds raised, costs incurred, and the application of net proceeds.

28.8 Third-Party Fundraisers

Where the Association engages a third party (such as an external event organiser or sponsor) to assist with fundraising, the Committee must ensure a written agreement is in place that clearly establishes the Association's ownership of any funds raised, the fees or costs payable to the third party, and the third party's obligations regarding record-keeping and compliance.

28.9 Prohibition on Unauthorised Solicitation

No member, Office Bearer, or Committee Member may solicit funds, donations, or contributions in the name of the Association without prior Committee authorisation. Any funds received through unauthorised solicitation must be returned to the donor unless the Committee ratifies the receipt and the funds are applied in accordance with this policy.

29. ANNUAL REPORTING POLICY

29.1 Purpose

This policy establishes the Association's obligations and internal procedures for annual financial reporting and lodgement with the Commissioner for Consumer Protection, in accordance with Part 5 of the Act and the 2025 amendments.

29.2 Financial Reporting Tier

The Association's reporting obligations depend on its revenue for each Financial Year, as determined under section 64 of the Act:

Tier 1 — Revenue of less than $250,000 (or as otherwise prescribed). The Association must prepare financial statements giving a true and fair view of its financial position and performance within six (6) months of the end of the Financial Year. If a majority of members present at a General Meeting resolve, or the Commissioner directs, the financial statements must be reviewed or audited before presentation at the AGM.

Tier 2 — Revenue of $250,000 or more but less than $1,000,000 (or as otherwise prescribed). The Association must prepare a full financial report complying with Australian Accounting Standards within six (6) months of the end of the Financial Year. The report must be reviewed by a qualified reviewer; or audited if a majority of members so resolve or the Commissioner so directs.

Tier 3 — Revenue of $1,000,000 or more (or as otherwise prescribed). The Association must prepare a full financial report complying with Australian Accounting Standards and have it audited by a registered auditor, within six (6) months of the end of the Financial Year.

29.3 Preparation of Financial Statements or Reports

The Treasurer is responsible for preparing the financial statements or report for each Financial Year within six (6) months of the end of that year. The statements or report must:

Give a true and fair view of the financial position and performance of the Association.

For Tier 2 and Tier 3 associations, comply with the Australian Accounting Standards.

For Tier 2 and Tier 3 associations, include a management committee declaration signed by at least two Committee Members confirming: (i) the Association can pay its debts as and when they fall due; and (ii) the statements and notes are in accordance with Part 5 of the Act.

29.4 Review and Audit

Where a review or audit is required:

The reviewer or auditor must be qualified in accordance with section 88 of the Act — either a member of a professional accounting body with the prescribed designation, a registered company auditor, or a person approved by the Commissioner.

The reviewer or auditor must conduct the review or audit in accordance with the applicable auditing standards.

The reviewer or auditor must provide an independence declaration to the Committee with their report.

The reviewer or auditor may be appointed for a fixed term of between two (2) and five (5) years as permitted by the 2025 amendments. Any fixed-term appointment must be clearly stated in the Committee's resolution.

A reviewer or auditor may only be removed before the expiry of a fixed term by resignation, insolvency, or resolution at a General Meeting following at least two (2) months' written notice to all members.

29.5 Presentation at AGM

At each AGM, the Treasurer must present to members for consideration:

The financial statements or financial report of the Association for the last Financial Year.

A copy of the reviewer's report or auditor's report, if a review or audit was required.

The President must ensure these documents are available to members at least seven (7) days before the AGM.

29.6 Annual Information Statement

The Compliance Officer (Secretary) must lodge an annual information statement with the Commissioner for Consumer Protection within six (6) months of the end of each Financial Year. The statement must be in the approved form and include all information required by the Act and associated regulations.

29.7 Notification of Changes

The Compliance Officer (Secretary) must notify the Commissioner of any changes to the Association's contact details within twenty-eight (28) days of those changes occurring, in accordance with the Act.

29.8 Lodgement of Special Resolutions

Within one (1) month of the passing of any Special Resolution that alters these Rules, the Compliance Officer (Secretary) must lodge with the Commissioner:

Notice of the Special Resolution setting out the particulars of the alteration.

A certificate from a Committee Member certifying that the resolution was duly passed as a Special Resolution.

An alteration to these Rules does not take effect until the lodgement requirement is met.

2.9 Financial Record Keeping

The Association must keep financial records in accordance with section 66 of the Act. Financial records must:

Correctly record and explain all transactions, and the Association's financial position and performance.

Enable true and fair financial statements to be prepared in accordance with the Act.

Financial records must be retained for at least seven (7) years after the transactions covered by those records are completed, in accordance with section 67 of the Act.

29.10 Special Audit

The Commissioner may at any time direct the Association to have all or part of its financial records audited by a qualified auditor, and to lodge the auditor's report with the Commissioner. The Association must comply with any such direction.

29.11 Annual Reporting Calendar

To assist the Committee, the following key deadlines apply after each 30 June Financial Year End:

Within 28 days: Notify Commissioner of any contact detail changes.

Within 1 month: Lodge any Special Resolutions that altered these Rules during the Financial Year.

Within 6 months (by 31 December): Prepare financial statements or report; have reviewed or audited if required; lodge annual information statement with Commissioner; hold AGM and present financial statements or report.

ADOPTED at a General Meeting of the Association

held on _________________________ at Malaga, Western Australia

President: _______________________________ Date: _______________

Secretary / Compliance Officer: _______________________________ Date: _______________

Malaga Commerce Collective Inc · Constitution adopted under the Associations Incorporation Act 2015 (WA) as amended by the Associations and Co-operative Legislation Amendment Act 2025 (WA)