GSA - Constitution

Genetics Society of AustralAsia

Constitution

THE GENETICS SOCIETY OF AUSTRALIA INC

Rules of the Association

PART I

PRELIMINARY

Name The name of the society shall be

"The Genetics Society of Australia Inc".

Object The object of the Society is to promote the interests of the Science of Genetics. The Society may be affiliated with other organisations.

Interpretation

1. (1) In these rules, except in so far as the context or subject-matter otherwise indicates or requires -

"Society" means the association of The Genetics Society of Australia Inc;

"ordinary member" means a member of the Society who is not an office-bearer of the Society, as referred to in rule 11;

"secretary" means -

(a) the person holding office under these rules as secretary of the Society; or

(b) where no such person holds that office - the public officer of the Society;

"special general meeting" means a general meeting of the Society other than the annual general meeting;

"the Act" means the Associations Incorporations Act, 1984 (N.S.W.);

"the Regulation" means the Associations Incorporation Regulation, 1985 (N.S.W.).

(2) In these rules -

(a) a reference to a function includes a reference to a power, authority and duty; and

(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.

(3) The provisions of the Interpretation Act, 1897, apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.

PART II

MEMBERSHIP

MEMBERSHIP QUALIFICATIONS

2. All persons actively interested in genetics shall be eligible for membership.

CATEGORIES OF MEMBERSHIP

3. The Society shall have the following categories of members:

(a) ordinary members;

(b) reduced rate members, to include members not in full time employment, overseas and retired members, students and others, as determined by the committee;

(d) honorary life members, who shall be distinguished members elected to this status by the annual general meeting from nominations made by the Committee.

APPLICATION FOR MEMBERSHIP

4. Application for membership may be made in writing to the Secretary, Treasurer, or Secretary for Sustaining Members of the Society, or to the Local Meeting Secretary.

CESSATION OF MEMBERSHIP

5. A person ceases to be a member of the Society if the person -

(a) dies;

(b) resigns that membership in writing to either the Secretary or Treasurer; or

6. (1) The Secretary and the Public Officer shall each maintain a register of members of the Society specifying the name and address of each person or company who is a member of the Society.

(2) The register of members shall be kept at the principal place of administration of the Society and shall be open for inspection, free of charge, by any member of the Society at any reasonable hour.

FEES, SUBSCRIPTIONS, ETC.

7. The annual subscription shall fall due on February 1 of each year. Ordinary members shall owe $30, reduced rate members $15 and sustaining members $200 or,

where some other amount is determined by the Committee and approved by the annual general meeting, that other amount. Honorary members are exempt from a subscription. New members shall owe the full year subscription regardless of the time of year they join.

A member shall be deemed to have resigned from the Society if they are two years in arrears in their subscription, but shall be eligible to rejoin.

MEMBERS' LIABILITIES

8. The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the Society is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by rule 7.

DISCIPLINING OF MEMBERS

9. The committee shall not have the power to discipline members.

PART III

THE COMMITTEE

POWERS, ETC., OF COMMITTEE

10. The committee shall be called the committee of management of the Society and, subject to the Act, the Regulation and these rules and to any resolution passed by the Society in general meeting -

(a) shall control and manage the affairs of the Society;

(b) may exercise all such functions as may be exercised by the Society other than those functions that are required by these rules to be exercised by a general meeting of members of the Society;

(c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the Society.

CONSTITUTION AND MEMBERSHIP

11. (1) Subject in the case of the first members of the committee to section 21 of the Act, the committee shall consist of -

(a) the office-bearers of the Society;

(b) the immediate past president; and

each of whom shall be elected by an annual general meeting of the Society pursuant to rule 12. The president, past president and president elect shall have terms of two (2) years, while all other committee members shall have terms of one (1) year.

(2) The office-bearers of the Society shall be -

(a) the president;

(b) the vice-president, who is the president elect;

(d) the treasurer.

(3) All offices of the Society shall be Honorary.

(4) Each member of the committee shall, subject to these rules, hold office until the conclusion of the annual general meeting at the end of his/her term, but is eligible for re-election.

(5) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the Society to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of appointment, but is eligible for election.

ELECTION OF MEMBERS

12. (1) Nominations of candidates for election as office-bearers of the Society or as ordinary members of the committee -

(a) shall be made in writing, signed by 1 member of the Society and by the nominee and;

(b) shall be delivered to the secretary of the Society not less than 2 weeks before the date set for the annual general meeting at which the election is to take place.

(2) The committee of the Society shall also have the authority to nominate members to positions on the incoming committee.

(3) If only one nomination is received for each vacancy, the persons nominated shall be deemed to be elected.

(4) If more than one nomination is received for any vacant position, a ballot shall be held.

(5) The ballot for the election of office-bearers and ordinary members of the committee shall be conducted at the Annual General Meeting by the secretary and shall take the form of a secret ballot.

(6) Any financial member present at the Annual General Meeting may cast 1 vote for each Officer position and 1 vote for each of up to 5 nominees for Ordinary Membership of the Committee.

(7) If a vacancy occurs during the tenure of the committee, the committee shall be empowered to appoint a member of the Society to fill the vacancy until the next General Meeting.

SECRETARY

13. (1) It is the duty of the secretary to keep minutes of -

(a) all appointments of office-bearers and members of the committee;

(b) the names of members of the committee present at a committee meeting or a general meeting;

(d) to maintain a register of the members of the Society.

(2) Minutes of proceedings at a meeting shall be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting. Minutes of the Annual General Meeting shall be sent to all members of the Society not less than 2 weeks before the next succeeding General Meeting.

TREASURER

14. (1) It is the duty of the treasurer of the Society to ensure that -

(a) correct books and accounts are kept showing the financial affairs of the Society including full details of all receipts and expenditure connected with the activities of the Society; and

(b) that all payments authorised by the Society are made.

(2) The Local Secretary shall be responsible to the Treasurer for any local fund required for running a General Meeting.

(3) All cheques drawn upon the Society's accounts shall require 2 signatures, either those of the Treasurer or the Treasurer's nominee and 1 other member of the Society.

LOCAL SECRETARY

15. A local secretary for the succeeding General Meeting shall be coopted from among the members of the Society by the committee. The order of procedure thereat will be decided by the President and the Local Secretary.

SECRETARY FOR SUSTAINING MEMBERS

16. One of the ordinary members of the committee shall be designated Secretary for Sustaining Members and shall be responsible for liaison and correspondence with Sustaining members, especially in all matters concerning the privileges consequent upon their membership, and for recruitment of new Sustaining members.

AUDITOR

17. A member of the Society shall be appointed honorary auditor at the Annual General Meeting and shall inspect the Society's books after June 30th each year.

MEETINGS AND QUORUM

18. (1) The committee shall meet at least once in each period of 12 months at such place and time as the committee may determine.

(2) Additional meetings of the committee may be convened by any member of the committee.

(3) Oral or written notice of a meeting of the committee shall be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.

(4) Notice of a meeting given under clause (3) shall specify the general nature of the business to be transacted at the meeting and no other business than that business shall be transacted at the meeting except business which the committee members present at the meeting unanimously agree to treat as urgent business.

(5) Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.

(6) No business shall be transacted by the committee unless a quorum is present and if within an hour of the time appointed for the meeting a quorum is not present the meeting shall be dissolved.

VOTING AND DECISIONS

19. (1) Questions arising at a meeting of the committee shall be determined by a majority of the votes of members of the committee present at the meeting.

(2) Each member present at a meeting of the committee is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(3) Subject to rule 18(5), the committee may act notwithstanding any vacancy on the committee.

(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee.

PART IV

GENERAL MEETINGS

ANNUAL GENERAL MEETINGS - HOLDING OF

20. (1) With the exception of the first annual general meeting of the Society, the Society shall, hold general meetings at intervals of not less than 9 months nor greater than 18 months.

(2) The Society shall hold its first annual general meeting

(a) within the period of 18 months after its incorporation under the Act; and

(b) within the period of 2 months after the expiration of the first financial year of the Society.

(3) Clauses (1) and (2) have effect subject to any extension or permission granted by the Commission under section 26(3) of the Act.

ANNUAL GENERAL MEETINGS - CALLING OF AND BUSINESS AT

21. (1) The annual general meeting of the Society shall, subject to the Act and rule 20, be convened on such date and at such place and time as the preceding annual general meeting thinks fit.

(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be:

(a) to hold a meeting for the presentation of scientific papers;

(b) to confirm the minutes of the last preceding annual general meeting;

(c) to hold a business meeting which shall include the Secretary's report, the Treasurer's report, and the Secretary for Sustaining Members' report;

(d) determine the date and place of the next annual general meeting;

(e) to elect office-bearers of the Society and ordinary members of the committee;

(f) to conduct any other business proposed by the committee or by any member who has given 14 days notice to the secretary; and

(g) to receive and consider the statement which is required to be submitted to members pursuant to section 26(6) of the Act.

(3) An annual general meeting shall be specified as such in the notice convening it.

SPECIAL GENERAL MEETINGS - CALLING OF

22. (1) The committee may, whenever it thinks fit, convene a special general meeting of the Society.

(2) The committee shall, on the requistion in writing of not less than 5 per cent of the total number of members, convene a special general meeting of the Society.

(3) A requisition of members for a special general meeting-

(a) shall state the purpose or purposes of the meeting;

(b) shall be signed by the members making the requisitions;

(d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

(4) If the committee fails to convene a special general meeting to be held within 1 month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

(5) A special general meeting convened by a member or members referred to in clause (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.

NOTICE

23. (1) Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Society, the secretary shall, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by prepaid post to each member at the member's address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted.

(2) Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Society, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in clause (1) specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.

(3) No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to rule 21 (2).

(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.

PROCEDURE

24. (1) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.

(2) Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the following day at the same time and (unless another place is specified at the time of adjournment by the person presiding at the meeting) at the same place.

(4) If at the ajourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than three) shall constitute a quorum.

PRESIDING MEMBER

25. (1) The president or, in the president's absence, the vice- president, shall preside as chairperson at each general meeting of the Society.

(2) If the president and the vice-president are absent from a general meeting or unwilling to act, the members present shall elect one of their number to preside as chairperson at the meeting.

ADJOURNMENT

26. (1) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(2) Where a general meeting is adjourned for 14 days or more, the secretary shall give written or oral notice of the adjourned meeting to each member of the Society stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(3) Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

MAKING OF DECISIONS

27. (1) A question arising at a general meeting of the Society shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unamimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Society, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

(2) At a general meeting of the Society, a poll may be demanded by the chairperson or by not less than 3 members present in person or by proxy at the meeting.

(3) Where a poll is demanded at a general meeting, the poll shall be taken -

(a) immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or

(b) in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.

SPECIAL RESOLUTION

28. A resolution of the Society is a special resolution if -

(a) it is passed by a majority which comprises not less than three quarters of such members of the Society as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which not less than 21 days' written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or

(b) where it is made to appear to the Commission that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a) - the resolution is passed in a manner specified by the Commission.

VOTING

29. (1) Upon any question arising at a general meeting of the Society a member has only one vote.

(2) All votes shall be given personally or by proxy but no member may hold more than 5 proxies.

(3) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

(4) A member or proxy is not entitled to vote at any general meeting of the Society unless all money due and payable by the member or proxy to the Society has been paid, other than the amount of the annual subscription payable in respect of the then current year.

APPOINTMENT OF PROXIES

30. (1) Each member shall be entitled to appoint another member proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

(2) The notice appointing the proxy shall be in the form set out in Appendix 1 to these rules.

PART V.

MISCELLANEOUS

INSURANCE

31. (1) The Society shall effect and maintain insurance pursuant to section 44 of the Act.

(2) In addition to the insurance required under clause (1), the Society may effect and maintain other insurance.

FUNDS - SOURCE

32. (1) The funds of the Society shall be derived from annual subscriptions of members, donations and, subject to any resolution passed by the Society in general meeting, such other sources as the committee determines.

(2) All money received by the Society shall be deposited as soon as practicable and without deduction to the credit of the Society's bank account.

(3) The Society shall, as soon as practicable after receiving any money, issue an appropriate receipt if required.

FUNDS - MANAGEMENT

33. (1) Subject to any resolution passed by the Society in general meeting, the funds of the Society shall be used in pursuance of the objects of the Society in such manners as the committee determines.

(2) All cheques, draft, bills of exchange, promissory notes and other negotiable instruments shall be signed by 2 members of the Society, being the Treasurer or the Treasurer's nominated member and one other member of the Society, being members authorised to do so by the committee.

ALTERATION OF OBJECTS AND RULES

34. The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the Society.

CUSTODY OF BOOKS, ETC.

35. Except as otherwise provided by these rules, the public officer shall keep in his or her custody or under his or her control all records, books and other documents relating to the Society.

INSPECTION OF BOOKS, ETC.

36. The records, books and other documents of the Society shall be open to inspection, free of charge, by a member of the Society at any reasonable hour.

SERVICE OF NOTICES

37. (1) For the purpose of these rules, a notice may be served by or on behalf of the Society upon any member either personally or by sending it by post to the member at the member's address shown in the register of members.

(2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.

WINDING UP OF THE SOCIETY

38. In the event of the winding up of the Society all surplus property and funds shall be given to the Australian Academy of Science to use to promote the science of Genetics, in any manner which the Academy sees fit.

APPENDIX 1

(Rule 30(2).)

Form of Appointment of Proxy

I,.......................................................

(full name)

of.......................................................

(address)

being a member of The Genetics Society of Australia Inc

hereby appoint ..........................................

(full name of proxy)

of.......................................................

(address)

being a member of The Genetics Society of Australia Inc, as my proxy to vote for me on my behalf at the general meeting of the association (annual general meeting or special general meeting, as the case may be) to be held on the ............. day of ............ 19.... and at any adjournment of that meeting.

* My proxy is authorised to vote in favour/against (delete as appropriate) the resolution (insert details).

* To be inserted if desired.

...................................

Signature of member appointing proxy.

.................

Date

NOTE: A proxy vote may not be given to a person who is not a member of the association.

Genetics Society of AustralAsia