Constitution of the Australian Society for Biophysics Inc.
As approved by the Victorian Office of Fair Trading and Corporate
Affairs
ASSOCIATIONS INCORPORATION ACT 1981-2
NAME
1.
The name of the Incorporated Association is the Australian Society for Biophysics
(in these rules called "the Association")
INTERPRETATION
2.
(1) In these Rules, unless the contrary intention appears:
- "Council" means the Committee of Management of the Association.
- "Financial Year" means the year ending on 30 June.
- "General Meeting" means a general meeting of members convened in accordance
with Rule 9.
- "Member" means a member of the Association.
- "Ordinary Member of the Council" means a member of the Council who
is not an officer of the Association under Rule 12 (2).
- "The Act" means the Associations Incorporation Act 1981.
- "The Regulations" means Regulations under the Act.
(2) In these Rules, a reference to the Secretary of the Association is a
reference:
(a) where a person holds office under these Rules as Secretary of the Association
- to that person; and
(b) in any other case, to the Public Officer of the Association.
(3) Words or expressions contained in these Rules shall be interpreted in
accordance with the Interpretation of Legislation Act 1984 and the Act as
in force from time to time.
APPLICATION FOR MEMBERSHIP
3.
(1) Any natural person interested in Biophysics and who shares the
stated purpose of the Association and who is nominated and approved for membership
as provided in these Rules is eligible to be a member of the Association
on payment of the entrance fee and annual subscription payable under these
Rules. Sustaining Membership of the Association shall be open to any interested
organisation upon payment of an annual subscription in respect of one or
more units of subscription of such amount per unit as is from time to time
determined by an Annual General Meeting. The privileges of Sustaining Members
shall be:
(a) to be listed in publications distributed within the Association,
(b) to designate one representative to act on its behalf as an ordinary member
of the Association for the purpose of voting and exercising other privileges,
and;
(c) in the case of a sustaining member which subscribes to two or more units
of subscription to exhibit its products at meetings of the Association upon
conditions to be determined by the Council.
(2) A person or organisation who is not a member of the Association at the
time of the incorporation of the Association (or who was a member at that
time but has ceased to be a member) shall not be admitted to membership:
(a) unless nominated as provided in sub-clause (3); and
(b) the admission as a member is approved by the Council.
(3) A nomination of a person for membership of the Association:
(a) shall be made in writing in the form set out in Appendix 1; and
(b) shall be lodged with the Secretary of the Association.
(4) As soon as is practicable after the receipt of a nomination, the
Secretary shall refer the nomination to the Council. Upon a nomination being
referred to the Council, the Council shall determine whether to approve or
to reject the nomination.
(5) Upon a nomination being approved by the Council, the Secretary shall,
with as little delay as possible, notify the nominee in writing of the approval
for membership of the Association and request payment within the period of
28 days after receipt of the notification of the sum payable under these
Rules as the entrance fee and the first year's annual subscription.
(6) The Secretary shall, upon payment of the amounts referred to in sub-clause
(5) within the period referred to in that sub-clause, enter the nominee's
name in the register of members and, upon the name being so entered, the
nominee becomes a member of the Association.
(7) A right, privilege, or obligation of a person by reason of membership
of the Association:
(a) is not capable of being transferred or transmitted to another person;
and
(b) terminates upon the cessation of membership whether by death or resignation
or otherwise.
ENTRANCE FEE AND ANNUAL SUBSCRIPTION
4.
(1) The entrance fee is $1
(2) The annual subscription shall be such amount as determined by the Annual
General Meeting of the Association and is payable in advance on or before
1 July in each year.
REGISTER OF MEMBERS
5.
The Secretary shall keep and maintain a register of members in which shall
be entered the full name, address and date of entry of the name of each member
and the register shall be available for inspection and copying by members
upon request provided that such a list is not to be used to create a commercial
mailing list without permission from the Council of the Association.
.
RESIGNATION AND EXPULSION OF MEMBER
7.
(1) A member of the Association who has paid all monies due and payable by
the member to the Association may resign from the Association by first giving
one month's notice in writing to the Secretary of his or her intention to
resign and upon the expiration of that period of notice, the member ceases
to be a member.
(2) Upon the expiration of a notice given under sub-clause (1), the Secretary
shall make in the register of members an entry recording the date on which
the member by whom the notice was given, ceased to be a member.
ANNUAL GENERAL MEETING
8.
(1) The Association shall in each calendar year convene an Annual General
Meeting of its members.
(2) The Annual General Meeting shall be held on such day as the Council
determines.
(3) The Annual General Meeting shall be specified as such in the notice
convening it. The ordinary business of the Annual General Meeting shall be:
(a) to confirm the minutes of the last preceding Annual General Meeting and
of any General Meeting held since that meeting;
(b) to receive from the Council reports upon the transactions of the Association
during the last preceding financial year;
(c) to elect officers of the Association and the ordinary members of the
Council; and
(d) to receive and consider the statement submitted by the Association in
accordance with section of the Act.
(4) The Annual General Meeting may transact special business of which notice
is given in accordance with these Rules.
(5) The Annual General Meeting shall be in addition to any other General
Meetings that may be held in the same year.
(6) The Council shall prepare an Agenda for the Annual General Meeting
and shall cause to be placed on the Agenda:
(a) those matters required by the Constitution;
(b) those recommendations of the Council for discussion and decision by the
meeting;
(c) any motion properly proposed and seconded provided that the motion is
received by the Secretary at least two calendar months before the meeting.
(7) The Secretary shall pre-circulate to each member of the Society a copy
of the Agenda to which may be attached or in which may be incorporated:
(a) A statement prepared by the Council to support each of its recommendations;
(b) a statement prepared by the proposer of any motion in support of that
motion;
(c) a statement prepared by the Council to comment upon any motion.
(8) The only motions which may be accepted for consideration by the Annual
General Meeting other than those prescribed in sub-clause (6) above shall
be those which are recommendations to the Council. Any such motion approved
by the Annual General Meeting as a recommendation to Council shall appear
as a motion on the Agenda for the following Annual General Meeting unless
it has been implemented by Council.
SPECIAL GENERAL MEETING
9.
All General Meetings other than the Annual General Meeting shall be called
Special General Meetings.
10.
(1) The Council may, whenever it thinks fit, convene a Special General Meeting
of the Association and, where, but for this sub-clause, more than fifteen
months would elapse between Annual General Meetings, shall convene a Special
General Meeting before the expiration of that period.
(2) The Council shall, on the requisition in writing of members representing
not less than 5 per cent of the total number of members, convene a Special
General Meeting of the Association.
(3) The requisition for a Special General Meeting shall state the objects
of the meeting and shall be signed by the members making the requisition and
be sent to the address of the Secretary and may consist of several documents
in a like form, each signed by one or more of the members making the requisition.
(4) If the Council does not cause a Special General Meeting to be held
within the month after the date on which the requisition is sent to the address
of the Secretary, the members making the requisition, or any of them, may
convene a Special General Meeting to be held not later than three months
after that date.
(5) A Special General Meeting convened by members in pursuance of these
Rules shall be convened in the same manner as nearly as possible as that in
which those meetings are convened by the Council and, all reasonable expenses
incurred in convening the meeting shall be refunded by the Association to
the persons incurring the expenses.
NOTICE OF MEETING
11.
(1) The Secretary of the Association shall, at least 14 days before the date
fixed for holding a General Meeting of the Association, cause to be sent
to each member of the Association at the address appearing in the register
of members, a notice stating the place, date and time of the meeting and
the nature of the business to be transacted at the meeting.
(2) No business other than that set out in the notice convening the meeting
shall be transacted at the meeting.
(3) A member desiring to bring any business before a meeting may give
notice of that business in writing to the Secretary, who shall include that
business in the notice calling the next General Meeting after the receipt
of the notice.
PROCEEDINGS AT MEETINGS
12.
(1) All business that is transacted at a Special General Meeting and all
business that is transacted at the Annual General Meeting with the exception
of that specially referred to in these Rules as being the ordinary business
of the Annual General Meeting shall be deemed to be special business.
(2) 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 when the meeting is considering that item.
(3) Five members personally present (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.
(4) 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 same day in the next week at the same time and (unless
another place is specified by the Chairperson at the time of the adjournment
or by written notice to members given before the day to which the meeting
is adjourned) at the same place and if at the adjourned meeting the quorum
is not present within half an hour after the time appointed for the commencement
of the meeting, the members present (being not less that 3) shall be a quorum.
13.
(1) The President, or in the President's absence, the Vice-President, shall
preside as Chairperson at each general meeting of the Association.
(2) If the President and the Vice-President are absent from a general
meeting, the members present shall elect one of their number to preside as
Chairperson at the meeting.
14.
(1) The Chairperson of a General Meeting at which a quorum is present may,
with the consent of 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 meeting is adjourned for fourteen days or more, a like notice
of the adjourned meeting shall be given as in the case of the general meeting.
(3) Except as provided in this sub-clause, it is not necessary to give
notice of an adjournment or of the business to be transacted at an adjourned
meeting.
15.
A question arising at a general meeting of the Association 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 unanimously or carried by
a particular majority or lost, and an entry to that effect in the Minute
Book of the Association is evidence of the fact, without proof of the number
or proportion of the votes recorded in favour of, or against, that resolution.
16.
(1) Upon any question arising at a General Meeting of the Association, a
member has one vote only.
(2) All votes shall be given personally or by proxy.
(3) In the case of an equality of voting on a question, the Chairperson
of the meeting is entitled to exercise a second or casting vote.
17.
(1) If at a meeting a poll on any question is demanded by not less than three
members, it shall be taken at that meeting in such manner as the Chairperson
may direct and the resolution of the poll shall be deemed to be a resolution
of the meeting on that question.
(2) A poll that is demanded on the election of a Chairperson or on a
question of an adjournment shall be taken forthwith and a poll that is demanded
on any question shall be taken at such time before the close of the meeting
as the Chairperson may direct.
18.
A member is not entitled to vote at any General Meeting unless all monies
due and payable by the member to the Association have been paid, other than
the amount of the annual subscription payable in respect of the current financial
year.
19.
COUNCIL
20.
(1) The affairs of the Association shall be managed by the Council constituted
as provided in Rule 22 (Members of Council).
(2) The Council:
(a) shall control and manage the business and affairs of the Association;
(b) may, subject to these Rules, the Regulations and the Act, exercise all
such powers and functions as may be exercised by the Association other than
those powers and functions that are required by these Rules to be exercised
by General Meetings of the members of the Association; and
(c) subject to these Rules, the regulations and the Act, has power to perform
all such acts and things as appear to the Council to be essential for the
proper management of the business and affairs of the Association.
21.
(1) The Officers of the Association shall be:
(a) a President;
(b) a Vice-President;
(c) a Treasurer; and
(d) a Secretary.
(2) The provisions of Rule 23 (Election of Officers) so far as they are applicable
and with the necessary modifications, apply to and in relation to the election
of persons to any of the offices mentioned in sub-clause (1).
(3) With the exception of the President, each officer of the Association
shall hold office until the Annual General Meeting next after the date of
his or her election but is eligible for re-election.
(4) The President shall hold office for approximately two years and is
not eligible for re-election, as stipulated in this sub-clause. The President
shall be elected at the Annual General Meeting in the year prior to the year
he or she assumes office, will not assume office until the conclusion of
the Annual General Meeting following the Annual General Meeting at which
he or she was elected, and will be designated the President-elect in the
year prior to assuming office as President. The President of the Association
shall hold office until the second Annual General Meeting after the date
of his or her assumption of office and is not eligible for re-election. The
President will become the Past-President until the conclusion of the Annual
General Meeting following his or her relinquishment the office of President.
22.
(1) Subject to section 23 of the Act, the Council shall consist of:
(a)the Officers of the Association; and
(b) the immediate Past President in the year following the election of a
new President, or the President-elect in the year preceding the assumption
of office as President, depending upon which of those positions is for the
time being occupied;
(c) seven additional members, known as "State Representatives", who will
be the representatives of the States and the Australian Capital Territory.
(d) Regional Representatives as determined from time to time by the Council.
(e) up to three members co-opted by the Council for the time being of the
Council, as the Council deems fit.
(2) State and Regional Representatives shall hold office for one year and
shall be eligible for re-election for two, but not more than two, succeeding
years. State and Regional Representatives of the Council shall, subject to
these Rules, hold office until the conclusion of the Annual General Meeting
next after the date of election. In the event of a casual vacancy occurring
in the office of a State or Regional Representative of the Council, the Council
may appoint a member of the Association 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 the appointment.
(3) The Officers and other members of the Council shall serve in an honorary
capacity.
(4) The quorum for a meeting of the Council shall be four members of
the Council.
ELECTION OF OFFICERS AND VACANCIES
23.
(1) Subject to this clause, the Officers and other members of the Council
shall be elected by a ballot of Members of the Association and their Proxies
present at the Annual General Meeting.
(2) Nominations of candidates for election as officers of the Association
or as State or Regional Representatives of the Council:
(a) shall be made in writing using the proforma given in Appendix 3, which
should be signed by the two members of the Association proposing the candidate
and by the candidate themselves; and
(b) shall be delivered to the Secretary of the Association not less than
seven days before the date fixed for the holding of the ballot. In the case
of a State and Regional Representatives the ballot shall be of the members
of the Association for the time being resident in the State or Territory
or Region which the member of the Council will represent.
(3) If insufficient nominations are received to fill all vacancies on the
Council, the candidates nominated shall be deemed to be elected and further
nominations shall be received at the Annual General Meeting.
(4) If the number of nominations received is equal to the number of vacancies
to be filled, the persons nominated shall be deemed to be elected.
(5) If the number of nominations exceeds the number of vacancies to be
filled, a ballot shall be held.
(6) The ballot for the election of officers and State and Regional Representatives
of the Council shall be conducted at the Annual General Meeting in such usual
and proper manner as the Council may direct.
(7) A nomination of a candidate for election under this clause is not
valid if that candidate has been nominated for another office for election
at the same election.
24.
(1) For the purposes of these Rules, the office of an officer of the Association
or of a State or Regional Representative of the Council becomes vacant if
the officer or member:
(a) ceases to be a member of the Association;
(b) becomes an insolvent under administration within the meaning of the Companies
(Victoria) Code; or
(c) resigns from office by notice in writing given to the Secretary.
(2) In the event of a casual vacancy (other than a vacancy in the office
of President-elect), the Council shall appoint a Member of the Association
as an Officer or other member of the Council to fill the vacancy. The appointee
shall serve for the remainder of the term of the office or position and during
that time shall assume the full privileges and responsibilities of the officer
or position If the vacancy is in the office of President, the Council shall
appoint the Past-President or the President-elect, as the case may be, and
the appointee shall hold office until the conclusion of the next General
Meeting, during which the office shall be filled by election or by the assumption
of office by the President-elect, as the case may require; in either event,
the Past-President last holding office shall continue in that office for
a further year after the filling of the office of President.
PROCEEDINGS OF COUNCIL
25.
(1) The Council shall meet at least 3 times in each year at such place and
such times as the Council may determine. Meetings may be held by tele- or
video conferencing or similar electronic means.
(2) Special meetings of the Council may be convened by the President
or by any four of the members of the Council.
(3) Notice shall be given to members of the Council of any special meeting
specifying the general nature of the business to be transacted and no other
business shall be transacted at such a meeting.
(4) Any four members of the Council constitute a quorum for the transaction
of the business of a meeting of the Council.
(5) No business shall be transacted unless a quorum is present and if
within half an hour of the time appointed for the meeting a quorum is not
present the meeting shall stand adjourned to the same place and at the same
hour of the same day in the following week unless the meeting was a special
meeting in which case it lapses.
(6) At meetings of the Council:
(a) the President or in the President's absence the Vice-President shall
preside; or
(b) if the President and the Vice-President are absent, such one of the remaining
members of the Council as may be chosen by the members present shall preside.
(7) Questions arising at a meeting of the Council or of any sub-committee
appointed by the Council shall be determined on a show of hands or, if demanded
by a member, by a poll taken in such manner as the person presiding at the
meeting may determine.
(8) Each member present at a meeting of the Council or of any sub-Council
appointed by the Council (including the person presiding at the meeting) is
entitled to one vote and, in the event of an equality of votes on any question,
the person presiding may exercise a second or casting vote.
(9) Written notice of each Council meeting shall be served on each member
of the Council by delivering it to the member at a reasonable time before
the meeting or by sending it by pre-paid post, or electronic mail addressed
to him or her at his or her usual or last known place of abode or business
at least two business days before the date of the meeting. Receipt of a reply
from the addressee acknowledging an electronic mail notice shall be deemed
to validate such a notice.
(10) Subject to sub-clause (4) the Council may act notwithstanding any
vacancy on the Council.
(11) The Members of the Association resident in the State or in the Australian
Capital Territory or Region may form a Local Committee for the purpose of
organising local and national meetings of the Association in the State or
in that Territory, or Region, respectively.
(12) The relevant State or Regional Representative shall, ex officio,
be a member of the Local Committee and the Local Committee shall comprise
the Chairman and such other members as are elected or appointed by and from
the Members of the Association in that State or Territory or Region.
(13) A Local Committee shall be entitled to receive from the funds of
the Association such amounts as the Council from time to time allocates. The
Committee shall maintain proper records of the receipt and expenditure of
the monies so allocated and shall account for the monies according to the
directions of the Council.
SECRETARY
26.
The Secretary of the Association shall keep minutes of the resolutions and
proceedings of each general meeting and each Council meeting in books provided
for that purpose together with a record of the names of persons present at
Council meetings.
TREASURER
27.
The Treasurer of the Association:
(a) shall collect and receive all monies due to the Association and make
all payments authorised by the Association; and
(b) shall keep correct accounts and books showing the financial affairs of
the Association with full details of all receipts and expenditure connected
with the activities of the Association.
REMOVAL OF A MEMBER OF COUNCIL
28.
(1) The Association in General Meeting may by resolution remove any member
of the Council before the expiration of the member's term of office and appoint
another member in his or her stead to hold office until the expiration of
the term of the first-mentioned member.
(2) Where the member to whom a proposed resolution referred to in sub-clause
(1) makes representations in writing to the Secretary or President of the
Association (not exceeding a reasonable length) and requests that they be
notified to the members of the Association, the Secretary or the President
may send a copy of the representations to each member of the Association or,
if they are not so sent, the member may require that they be read out at
the meeting.
CHEQUES
29.
All cheques, drafts, bills of exchange, promissory notes and other negotiable
instruments shall be signed by any two of the President, the Treasurer and
Secretary and the person occupying, for the time being, the position of past
president or president elect.
SEAL
30.
(1) The Common Seal of the Association shall be kept in the custody of the
Secretary.
(2) The Common Seal shall not be affixed to any instrument except by
the authority of the Council and the affixing of the Common Seal shall be
attested by the signatures of two members of the Council.
ALTERATION OF RULES AND STATEMENT OF PURPOSES
31.
These Rules and the Statement of Purposes of the Association shall not be
altered except in accordance with the Act.
NOTICES
32.
(1) A notice may be served by or on behalf of the Association upon any member
either personally or by sending it by post or electronic mail to the member
at the address shown in the Register of Members.
(2) Where a document is properly addressed prepaid and posted to a person
as a letter, the document shall, unless the contrary is proved, be deemed
to have been given to the person at the time at which the letter would have
been delivered in the ordinary course of post. Receipt of a reply from the
addressee acknowledging an electronic mail notice shall be deemed to validate
such a notice and, unless the contrary is proved, it will be deemed to have
been sent to the person at the time which appears on the mail header.
WINDING UP OR CANCELLATION
33.
In the event of the winding up or the cancellation of the incorporation of
the Association, the assets of the Association shall be disposed of in accordance
with the provisions of the Act. The Association shall not be wound up by
the Members except in pursuance of a resolution passed by three quarters
of the Members voting in a postal ballot among all Members of the Association.
CUSTODY OF RECORDS
24.
(1) Except as otherwise provided in these Rules, the Secretary shall keep
in his or her custody or under his or her control all books, documents and
securities of the Association.
(2) All accounts, books, documents and securities of the Association
shall be available for inspection and copying by any member of the Association
upon request.
FUNDS
25.
(1) The funds of the Association shall be derived from entrance fees, annual
subscriptions, donations and such other sources as the Council determines.
APPENDIX 1: APPLICATION FOR MEMBERSHIP FORM
Title:..........Surname:......................................Forenames:......................................
Position in Department:..........................................................................................
Department:.............................................................................................................
Institution:...............................................................................................................
Street/PO Box:........................................................................................................
Suburb:....................................................................................................................
.
State:............................Postcode:.......................Country:.......................................
.
Phone:..............................................Fax:...........................................
Email:................................................................................................
Membership Type:
Full...............
Student.........Supervisor's name and Signature required.......................................
Areas of Research (up to five broad categories)
1..........................................................................................
2..........................................................................................
3..........................................................................................
4..........................................................................................
5..........................................................................................
Membership in the Australian Society for Biophysics shall be open to scientists
who share the purpose of the Society and who have educational or research
experience or interest in biophysics or in an allied scientific field. The
purpose of the Australian Society for Biophysics is to encourage development
and dissemination of knowledge in biophysics. I share the purpose of the
Society and apply for Membership. I have been nominated by a member of the
Society who has signed below.
Signature of Applicant:............................................................Date.............................
Nominator:..............................................[name]...........................................[signature]
Annual membership and five year membership rates are available from the
Treasurer
Please return Application Form to the Secretary or Treasurer
APPENDIX 2: NOTICE APPOINTING A PROXY FORM
I would like to nominate .....................................................,
who is currently a financial member of the Australian Society for Biophysics
,
as my proxy for the forthcoming Annual/General/Special* Meeting of the
Society on
............................................(date).
Name of person nominating proxy: ........................................................
Date: .....................................
* cross out those that do not apply.
APPENDIX 3: NOMINATION PROFORMA FOR ELECTION OF AN OFFICER OF THE SOCIETY
Position for which Candidate is Nominated:......................................................................
Candidate details:
Name: ......................................................................
Address:................................................................................................................................
..............................................................................................................................................
Telephone: ..............................................................
Fax: .........................................................................
Email: ..................................................................................................................................
Signature of Candidate: .........................................
Date: ...........................
Nominator 1:
Name: ......................................................................
Address:................................................................................................................................
..............................................................................................................................................
Telephone: ..............................................................
Fax: .........................................................................
Email: ..................................................................................................................................
Signature of Nominator1: ......................................
Date: ...........................
Nominator 2:
Name: ......................................................................
Address:................................................................................................................................
..............................................................................................................................................
Telephone: ..............................................................
Fax: .........................................................................
Email: ..................................................................................................................................
Signature of Nominator 2: .....................................
Date: ...........................
Individual Appendicies: (HTML format)
Membership Application
Form
Proxy Appointment Form
Nomination Proforma for election
of a society officer
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