AACAI

Australian Association Of Consulting Archaeologists Inc

AACAI Constitution

A            OBJECTS OF THE AUSTRALIAN ASSOCIATION OF CONSULTING ARCHAEOLOGISTS INCORPORATED

1                 The name of the Association is "Australian Association of Consulting Archaeologists Incorporated".

2                 The Objects of the Association are:

2.1            to encourage the communication of knowledge and promote a spirit of cooperation amongst workers within the field of Archaeology;

2.2            to support and encourage research into all forms of archaeology, particularly those with relevance to consultancy work within the discipline;

2.3            to promote the training of students in archaeology, especially in consulting work, by encouraging consultants to provide such training;

2.4            to establish, maintain and encourage adherence to professional standards and ethics by fellow consultants.

3                 The Association has, both within and outside the Australian Capital Territory, the legal capacity of a natural person, subject to the revisions of the Act. Without limiting the generality of this, the Association has, both within and outside the Territory, the power to do all things that may be ancillary to the attainment of the Objects of the Association and in particular the power:

3.1            to purchase, acquire, and receive any real and personal property and sell, give, transfer, demise and otherwise deal with any real or personal property of the Association

3.2            to raise and borrow money and secure the payment of such money or the payment of any debt or liability of the Association upon such terms and in such manner as it thinks fit, including by way of mortgage, charge or security upon or over all or any of the real or personal property of the Association;

3.3            to invest moneys of the Association for the purpose of the Association upon such terms and in such manner as it thinks fit;

3.4            to undertake and execute any trusts within the Objects of the Association and accept any gift, endowment, bequest or devise made to the Association generally or for the purpose of any specific charitable object of the Association and to carry out any trust attached to any such gift, endowment, bequest or devise;

3.5            to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, warrants and other negotiable instruments;

3.6            to appoint full time or part time employees of the Association who may be paid such salary and allowances as shall be fixed from time to time;

3.7            to charge fees for the use of the facilities of the Association, including the expertise of any member of the Association who acts as a representative of the Association to an outside body;

3.8            to issue and charge for publication on behalf of the Association;

3.9            to do any other act that it is authorised to do by any other law.

4                 The income and property of the Association shall be applied solely towards the promotion of the Objects of the Association as set out in the objects and subject to the provisions of the Act. The Association shall not carry on any trade or business or engage in any transaction with a view to the pecuniary gain or profit of its members. No part of that income or property shall be paid or transferred by way of profit to the members of the Association. No member of the National Executive Committee shall be appointed to any salaried office of the Association or any office of the Association paid by fees and no remuneration or other benefit in money or moneys worth shall be paid or given by the Association to any member of the National Executive Committee except repayment of out of pocket expenses. Nothing in this Rule shall prevent the payment:

4.1            of remuneration to any officer or employee of the Association;

4.2            for any services actually rendered to the Association or for goods supplied in the ordinary and usual course of business;

4.3            of interest on money borrowed from any member;

4.4            of rent for premises leased by any member to the Association;

4.5            of moneys and contributions to a superannuation fund established for the employees of the Association or their dependents; or

4.6            of an honorarium, fixed from time to time by the National Executive Committee, to one or more members of the National Executive Committee.

B            RULES OF THE AUSTRALIAN ASSOCIATION OF CONSULTING ARCHAEOLOGISTS INCORPORATED

5                 PRELIMINARY

5.1             In the construction of these Rules, unless the contrary intentional appears:

"Administrative Office" means the principal place of administration of the Association;

"Annual Report" means the statement to be made each year in accordance with the Rules by the National Executive Committee concerning the financial affairs of the Association;

"Rules" means the Rules of Association of the Association in force from time to time;

"the Association" means Australian Association of Consulting Archaeologists Incorporated;

"Code of Conduct" means a policy, rule or resolution, identified as a Code of Conduct, adopted by the National Executive Committee and in force from time to time;

"A meeting of members" means a meeting of members duly called and constituted in accordance with the Rules and any adjourned holding of it and includes an Annual General Meeting;

"Member" means any person entered in the register of members as a member for the time being of the Association;

"Membership Committee" means the Membership Committee provided for in the Rules;

"National Executive Committee" means the National Executive Committee provided for in the Rules;

"the Act" means the ACT Associations Incorporation Act 1991 and includes any statutory modification or re-enactment for the time being in force;

"Ordinary Resolution" means a resolution passed at a meeting of members by a majority of not less than 50% of such members as, being entitled to do so, vote in person or by proxy at that meeting;

"Register of members" means the register of members to be kept in accordance with the Rules;

"Special Resolution" means a resolution passed at a meeting of members, being a meeting of which not less than 21 days' written notice specifying the intention to propose the resolution as a special resolution has been duly given to the members; and it is passed at that meeting, as follows:

a.       not less than 75% of such members as, being entitled to do so, vote in person or by proxy at that meeting; and

b.       not less than 50% of such full members as, being entitled to do so, vote in person or by proxy at that meeting;

"State Chapter" means a State Chapter formed and recognised in accordance with the Rules;

Singular includes plural and vice versa and words importing any gender should include all other genders.

6                 MEMBERSHIP CATEGORIES

6.1            The membership of the Association shall consist of classes, namely, Full members, Associate members and Affiliate members (each of those classes having voting rights as set out in the Rules) and Honorary members (who do not have voting rights).

6.2            Except where the Rules specifically provide otherwise, an Honorary member shall not be entitled to:

6.2.1           nominate a member as a candidate for election to an office within the Association;

6.2.2           be elected or appointed to any office within the Association;

6.2.3           vote in any ballot;

6.2.4           receive notes of meetings of members;

6.2.5           attend (except as an observer), be counted in forming a quorum for, exercise any vote at, or be appointed proxy for any member for any meeting of members;

but shall otherwise be entitled to enjoy all of the privileges of a Full member.

6.3            A person is qualified to be a member of the Association if, but only if, the person is a natural person who has been approved for membership of the Association by the National Executive Committee.

6.4            If a person becomes a member of the Association that person shall be deemed to have agreed to be bound by the Objects and Rules of the Association and all of the Codes of Conduct.

6.5            An application for membership of the Association shall be made in writing and lodged with the Membership Secretary. The Membership Secretary shall refer the application to the Membership Committee, which shall determine whether to recommend approval or recommend rejection of the application and determine the class of membership. In determining whether to recommend approval or rejection of the application, the Membership committee and Membership Application Review Group shall follow the following guidelines:

6.5.1           Each application must be reviewed by at least three Membership Committee members.

6.5.2           Reviews must be completed within two months of being provided to the Membership Committee;

6.5.3           The Membership committee shall make a determination as to whether to recommend or reject the application, the composition of such determination shall be private and without the need to give any reason for their determination;

6.6            Upon completing a review in accordance with rule 6.5, the Membership Committee shall within 7 days after their determination under rule 6.5 advise the National Executive Committee that an application ought to be accepted if, and only if, the Membership Committee is satisfied, at their sole discretion, that the applicant agrees to be bound by the Objects and Rules of the Association and Codes of Conduct and satisfies the relevant criteria for membership set out in the Rules.

6.7            The National Executive Committee may refuse any application for membership and shall not be bound to give any reason for so refusing.

6.8            Subject to the next Rule, the National Executive Committee may (but shall be under no obligation to) approve an applicant for membership.

6.9            If the National Executive Committee decides not to accept a recommendation of the Membership Committee, a joint meeting of the 2 committees shall be held to determine the application. A quorum shall be any 5 persons personally present whether they be from one committee or the other or drawn from both. For such a joint meeting an applicant shall only be approved for membership if it is agreed to by at least three quarters of those present and voting. A person who is a member of both committees shall have only one vote. If the application is approved by such joint meeting the applicant will be deemed to have been approved for membership by the National Executive Committee.

6.10        Upon approval by the National Executive Committee of any application for membership and the payment by the applicant of such entrance fee, subscription and/or other dues as may be payable in respect of that membership such applicant shall become a member of the Association in the class of membership determined by the National Executive Committee.

6.11        The Membership Secretary shall, on payment by the applicant of the amounts referred to in the preceding Rule, enter the applicant's name in the register of members and, upon the name being so entered, the applicant becomes a member of the Association.

6.12        The Membership Secretary shall notify any applicant whose application for membership has been rejected of such rejection within 7 days after the National Executive Committee's determination under rule 6.7.

7                 Full Membership Criteria

Each applicant for Full membership shall:

7.1            have an honours degree or postgraduate degree in archaeology or other field of scholarship accepted by the Membership Committee, or have such experience in the field of consulting archaeology as is considered sufficient by the Committee for admission as a full member;

7.2            have the equivalent of two years full time experience in the field of consulting archaeology in Australia;

7.3            be supported by references from two archaeologists (one of whom must be a Full member of the Association or in exceptional circumstances another person agreed to by the Membership Committee) each stating that in his or her opinion the applicant is competent in the field of consulting archaeology and setting out the grounds for that belief;

7.4            have demonstrated an ability to conduct archaeological consultancies on his or her own;

7.5             have demonstrated competence in:

7.5.1           survey, identification and recording of sites;

7.5.2           site assessment and evaluation;

7.5.3           recommendations concerning the management of sites;

7.5.4           report preparation and production;

7.5.5           client-consultant relations;

7.5.6           consultant-determining authority relations;

7.5.7           where relevant, community liaison and consultation, and documentary and oral research; and

7.5.8           any other such criteria as the Membership Committee and National Executive Committee shall determine at their discretion from time to time.

7.5.9           may be required from time to time assist with any task at the discretion of the NEC.

7.6            Eligibility for Full membership in accordance with rule (7.5) of the preceding Rule may be for site survey and recording only. Citation of other skills such as excavation or rock art recording shall require presentation of additional documentation to the Membership Committee for review.

8                 Associate Membership Criteria

Each applicant for Associate membership shall:

8.1            have an honours degree or postgraduate degree in archaeology or other field of scholarship accepted by the Membership Committee, or have such experience in the field of consulting archaeology as considered sufficient by the Membership Committee for admission as an Associate member;

8.2            intend to seek at least part time employment in the field of consulting archaeology;

8.3            be supported by references from two professional archaeologists each stating that in his or her opinion the applicant is competent in archaeological procedures relevant to the application and setting out the grounds for that belief;

8.4            be able to work as a supervised or unsupervised field or research assistant and may undertake sub-consultancies or consultancies where he or she has appropriate level skill and training; and,

8.5            any other such criteria as the Membership Committee and National Executive Committee shall determine at their discretion from time to time.

9                 Affiliate Membership Criteria

Each applicant for Affiliate membership shall:

9.1            have an honours degree or postgraduate degree in Indigenous Archaeology, Historical Archaeology, Maritime Archaeology or other field of scholarship accepted by the Membership Committee or such experience as is considered sufficient by the Membership Committee for admission as an affiliate member;

9.2            have the equivalent of two years full time employment in archaeology or other experience in the field of archaeology (with demonstrated interest in consulting archaeology) as is considered sufficient by the Membership Committee for admission as an affiliate member;

9.3            be supported by a recommendation of a Full member of the Association; and

9.4            any other such criteria as the Membership Committee and National Executive Committee shall determine at their discretion from time to time.

10             Honorary Membership

The National Executive Committee may admit any person as an Honorary member of the Association without the payment of any entrance fee or subscription. The period of Honorary membership may be for a limited time or for the life of the person so admitted. An Honorary membership may be cancelled by the National Executive Committee at any time.

11             Membership Fees

11.1        The entrance fees payable by each class of membership shall be such sum as may from time to time be determined by the National Executive Committee and such entrance fees shall be payable as and when the National Executive Committee shall direct. The National Executive Committee may, at their sole discretion, suspend or waive payment of the entrance fee in favour of any person or class of persons wishing to become members of the Association.

11.2        The annual subscriptions payable by each class of membership shall be such sum as shall from time to time be determined by the National Executive Committee and shall be payable in advance.

11.3        The annual membership fee is payable—

11.3.1       except as provided by rule 11.3.2 before 1 July in each calendar year; or

11.3.2       if a person becomes a member on or after 1 July in any calendar year, within one month of official notification from the Association of acceptance of their membership application , on a pro rata basis for their first part year of membership, then in each subsequent year in accordance with rule 11.3.1.

11.4        The National Executive Committee may fix from time to time the annual subscription at different rates in favour of any member or class of members. A meeting of members may revoke or alter any subscription rate so fixed by the National Executive Committee, such revocation or alteration taking effect from the date of the resolution or the date specified by the resolution if it is a later date.

11.5        If any member shall fail to pay that member's annual subscription within one month of the due date, that member shall not be entitled, whilst the subscription remains due, to:

11.5.1       nominate a member as a candidate for election to an office within the Association;

11.5.2       vote in any ballot;

11.5.3       attend, be counted in forming a quorum for, exercise any vote at, or be appointed a proxy for any member for any meeting of members; or,

11.5.4       be listed on the Association’s website.

11.6        If any member shall fail to pay that member's annual subscription within three months of the due date, that member shall cease to be a member of the Association.

12             RIGHTS OF MEMBERS

12.1        Full members only shall be entitled to quote membership of the Association as a professional qualification in the form "MAACAI".

12.2        Full members shall be entitled and obliged to take out and maintain any professional indemnity cover available from time to time under an Association group scheme, if one exists.

12.3        Affiliate members shall be entitled to quote membership of the Association as a professional qualification in the form "AACAI (Affiliate)".

12.4        The National Executive Committee may from time to time limit and/or determine the number of services to which members or a class of members are entitled as to any of the services offered by the Association to its members.

12.5        If in any case an individual member has in the opinion of the National Executive Committee received during the period of the member's membership an excessive number of services the National Executive Committee may (notwithstanding anything done by the National Executive Committee under the preceding Rule) limit and/or determine the number of services to which such individual members shall from then be entitled as to any of the services offered by the Association to its members.

13             Members' Liabilities

The liability of a member 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 Association is limited to the amount (if any) unpaid by the member in relation to membership of the Association as required by Rule 11.

14             Progression from Associate Membership to Full Membership

14.1        After not less than two years of full-time or equivalent work in the field of consulting archaeology whilst holding Associate membership an Associate member will be encouraged to apply to the Membership Secretary for a transfer to Full membership. The Membership Secretary shall refer such application to the Membership Committee. If the Associate member then meets the criteria set out in the Rules for full membership, the Membership Committee shall advise the National Executive Committee that the application ought to be accepted. Rules 7, 8 and 9 shall apply in dealing with the application.

14.2        If an applicant has not been able to demonstrate to the satisfaction of the Membership Committee that the applicant is eligible for Full membership the progression of the Associate member to Full membership may be reviewed again (upon the application of the member) by the Membership Committee after not less than one year.

15             Ceasing to be a Consultant

15.1        Any full member who takes up full time employment outside the field of consulting archaeology shall notify the Membership Secretary within three months of that fact in writing.

16             Cessation of Membership

A person ceases to be a member of the Association if the person:

16.1        dies;

16.2        resigns that membership;

16.3        fails to pay his or her annual subscription within three months of the due date; or

16.4        is expelled from the Association.

17             Membership Entitlements not Transferable

A right, privilege or obligation that a person has by reason of being a member of the Association:

17.1        is not capable of being transferred or transmitted to another person; and,

17.2        terminates upon cessation of the person's membership.

18             Resignation of Membership

18.1        A member of the Association is not entitled to resign that membership except in accordance with this Rule. A member of the Association who has paid all amounts payable by the member to the Association in respect of the member's membership may resign from membership of the Association by first giving notice in writing to the Membership Secretary of the member's intention to resign and, upon the expiration of the period of notice (if any) specified in the document, the member ceases to be a member.

18.2        Where a member of the Association ceases to be a member pursuant to the preceding Rule and in every other case where a member ceases to hold membership, the Membership Secretary shall make an appropriate entry in the register of members recording the date on which the member ceases to be a member.

19             Application by a Former Member

Any person who applies for membership of the Association within five years of having ceased to be a member (other than by reason of expulsion) and the application is for the same category of membership held within the last five years, the applicant shall not be called upon to provide documentary or other evidence relating to the relevant membership criteria and shall be taken to have satisfied such criteria and thereby on payment becomes a member in that category, unless the Membership Committee is on notice that any of such criteria may no longer be satisfied.

20             Register of Members

The Membership Secretary of the Association shall establish and maintain a register of members of the Association specifying the name and address of each person who is a member of the Association together with the date on which the person became a member, the class of membership held and the State Chapter, if any, to which the Person belongs. The register of members shall be open for inspection, free of charge, by any member of the Association at any reasonable hour.

21             Disciplining of Members

21.1        Where the National Executive Committee is of the opinion that a member of the Association:

21.1.1       has refused or neglected to comply with a provision or provisions of the Objects or Rules or Codes of Conduct; or

21.1.2       has acted in a manner prejudicial to the interests of the Association; or

21.1.3       has been guilty of conduct unbecoming a member,

21.1.4       the National Executive Committee may, by resolution ("the initial resolution"):

21.1.4.1          reprimand the member;

21.1.4.2          suspend the member from membership of the Association for a specified period; or

21.1.4.3          expel the member from the Association.

21.2        Such initial resolution is of no effect unless the National Executive Committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under the next Rule, confirms the initial resolution in accordance with the following Rules.

21.3        The Secretary shall, as soon as practicable following the passing of the initial resolution, cause a notice in writing to be served on the member:

21.3.1       setting out the initial resolution of the National Executive Committee and the grounds on which it is based;

21.3.2       stating that the member may personally address the National Executive Committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;

21.3.3       stating the date, place and time of that meeting; and

21.3.4       informing the member that the member may do either or both of the following:

21.3.4.1      personally attend and speak at that meeting;

21.3.4.2      submit to the National Executive Committee at or prior to the date of that meeting written representations relating to that resolution.

21.4        At a meeting of the National Executive Committee held as referred to in the preceding Rule, the National Executive Committee shall:

21.4.1       give to the member an opportunity to make personal oral representations;

21.4.2       give due considerations to any written representations submitted to the National Executive Committee by the member at prior to the meeting; and

21.4.3        by resolution ("the confirming resolution") confirm or revoke the initial resolution.

21.5        The Secretary shall, within 7 days of the passing of the confirming resolution, by notice in writing, inform the member of the fact and of the member's right of appeal under the Rules.

21.6         A confirming resolution does not take effect:

21.6.1       until the expiration of the period within which the member is entitled to appeal against the confirming resolution where the member does not exercise the right of appeal within that period; or

21.6.2       where within that period the member exercises the right of appeal, unless and until a meeting of members confirms the resolution pursuant to the Rules.

22             Right of Appeal of Disciplined Member

22.1        A member may appeal to the Association in a meeting of members against a confirming resolution within 7 days after notice of the confirming resolution is served on the member, by lodging with the Secretary a notice to that effect.

22.2        Upon receipt of a notice from a member under the preceding Rule, the Secretary shall notify the National Executive Committee, which shall convene a meeting of members of the Association to be held within 21 days after the date on which the Secretary received the notice, or as soon as possible after that date.

22.3        Subject to Section 50 of the Act, at a meeting of members convened under the preceding Rule:

22.3.1       no business other than the question of the appeal shall be transacted;

22.3.2       the National Executive Committee and the member shall be given the opportunity to state their respective cases orally or in writing, or both; and

22.3.3       the members present shall vote by secret ballot on the question of whether the confirming resolution should be confirmed or revoked.

22.4        If the meeting of members passes a special resolution in favour of the confirmation of the confirming resolution, the resolution is confirmed.

23             COMMITTEES AND PROCEEDINGS

23.1        National Executive Committee

23.1.1       There shall be a National Executive Committee which shall consist of officers constituted as follows:

23.1.1.1      a Full member elected as President;

23.1.1.2      a Full member elected as Vice President;

23.1.1.3      a member elected as Secretary;

23.1.1.4      a member elected as Treasurer;

23.1.1.5      a Full member, or an Affiliate member who has been a full member within the last five years, elected as Membership Secretary;

23.1.1.6      a Full member elected as Returning Officer; and

23.1.1.7      a member nominated by each State Chapter who is then appointed as a State Delegate for that State Chapter.

23.1.2       Subject to the Act and other provisions of the Rules, the management and control of the Association and of the business and affairs of the Association shall be vested in the officers of the National Executive Committee, who may exercise all such powers of the Association and do all such acts or things as are not by the Rules or by the Act expressly required to be exercised or done by the Association in meeting of members. No Rule made or resolution passed by a meeting shall invalidate any prior act of the National Executive Committee that would have been valid if that Rule or resolution had not been made or passed.

23.2        Codes of Conduct

The National Executive Committee may adopt from time to time Codes of Conduct or Codes of Ethics relating to any matters. A meeting of members may by Ordinary Resolution revoke or alter any Code of Conduct so adopted by the National Executive Committee, such revocation or alteration taking effect from the date of the resolution or the date specified by the resolution if it is a later date.

23.3        Membership Committee

There shall be a Membership Committee comprised of seven elected members who may be Full members, or Affiliate members who have been Full members within the last five years. The Membership Committee will assist the National Executive Committee in determining the criterion for Membership of the Association, and shall make recommendations to the National Executive Committee for approval or rejection of membership applications.

23.3.1       The membership committee may co-opt additional full members at their discretion as required to review membership applications.

23.4        Appointment and Removal of Officers

23.4.1       At the conclusion of every second Annual General Meeting all of the officers, whether elected or appointed, of each of the National Executive Committee and the Membership Committee shall retire from office.

23.4.2       The nomination of a State Delegate (and his or her Alternate) to the National Executive Committee by each State Chapter shall be made by notice in writing by the State Chapter to the Returning Officer at the registered postal address of the Association by the date fixed in accordance with the Rules for close of nominations for elected officers. No nomination shall be valid unless the member nominated consents to act as a State Delegate (or Alternate State Delegate, as the case requires) and the nomination paper and consent are received before the close of nominations.

23.4.3       The election of elected officers of each of the National Executive Committee and the Membership Committee shall be by ballot and conducted in the manner set out in the Rules.

23.4.4       No member:

23.4.4.1      shall be capable of being elected an officer unless duly nominated.

23.4.4.2      may be elected to the same office on the National Executive Committee for more than two consecutive terms.

23.4.5           A nomination shall name the candidate and the position for which election is sought and be signed by not less than 2 members.

23.4.6       Nominations shall be made to the Returning Officer at the registered postal address of the Association and shall close on a date to be fixed each election year by the National Executive Committee such date being not later than one month before the date fixed for the holding of the annual general meeting.

23.4.7       No nomination shall be valid unless the member nominated consents in writing to act if elected and the nomination paper and consent are received before the close of nominations. The consent shall be sufficient if the member signs a form of consent on the nomination paper but the Returning Officer may accept any other form of consent, whether accompanying the nomination paper or not, that the Returning Officer deems satisfactory, and such acceptance shall be final. The member may withdraw his or her consent to nomination at any time before the close of nominations by lodging with the Returning Officer a notice of withdrawal, and as a consequence the nomination shall be cancelled.

23.4.8       A nomination for election to the National Executive Committee shall be invalid if the candidate has been:

23.4.8.1      nominated, as at the close of nominations, for election to more than one position on that Committee at the same election; or

23.4.8.2      nominated a State Delegate (or Alternate State Delegate) to that Committee as at the close of nominations.

23.4.9       A member may be nominated for election to both the National Executive Committee and the Membership Committee.

23.4.10    The succeeding Rules dealing with elections shall be interpreted on the basis that:

23.4.10.1    in the case of the election of elected officers of the National Executive Committee a separate ballot is required to fill each position;

23.4.10.2    in the case of the election of elected officers of the Membership Committee one ballot is required to fill the 7 positions; and

23.4.10.3   the "ballot paper" may be separate sheets of paper or may be combined into one (or more) sheets providing the voting (in accordance with rules (23.4.10.1) and (23.4.10.2) above) is recorded in distinct and separate parts of the sheet of paper.

23.4.11    If the number of candidates nominated is not greater than the number of candidates required to be elected no ballot shall be conducted and the Chairperson at the Annual General Meeting shall declare the candidates nominated duly elected to the relevant office.

23.4.12    If the number of candidates nominated is greater than the number required to be elected a ballot shall be conducted, with voting at the ballot to close on a date to be fixed in each year by the National Executive Committee, such date being not later than seven days before the date fixed for the holding of the Annual General Meeting.

23.4.13    The Returning Officer, or such other person as may be selected by the National Executive Committee, shall act as Returning Officer.

23.4.14    The returning officer shall cause ballot papers to be prepared. The ballot papers shall contain:

23.4.14.1   the names of the candidates in alphabetical order;

23.4.14.2   an asterisk against the name of each retiring officer, who is a candidate for re-election and a footnote drawing attention to this fact;

23.4.14.3   a statement as to the number of candidates to be elected; and

23.4.14.4   whether on the front or back of the ballot paper, such directions as to the manner in which the vote is to be recorded, ballot paper returned to the returning officer and recording of particulars to identify the member as determined from time to time by the National Executive Committee. Such directions may be omitted in whole or part where such directions are set out in material which, in the opinion of the National Executive Committee, is likely to accompany the ballot paper when dispatched to the members.

23.4.15    The National Executive Committee may from time to time determine the manner of identifying the member. Whatever Procedure is determined on (whether it be by recording particulars on an envelope addressed to the Returning Officer, the use of slips of paper, a second envelope for enclosing the ballot paper, technical devices or all otherwise) the requirements of the next three Rules should be read subject to the procedure so determined by the National Executive Committee. Unless otherwise determined by the National Executive Committee the procedure shall be as set out in the next two Rules.

23.4.16    The Returning Officer shall dispatch (in any manner permitted by the Rules) to each member entitled to vote at meetings of members a ballot paper and may dispatch an envelope addressed to the Returning Officer. The envelope may be prepaid and shall provide on it for the member to record particulars that identify the member, such particulars being determined from time to time by the National Executive Committee.

23.4.17    A member who wishes to vote shall record the member's vote by:

23.4.17.1   completing the ballot paper in accordance with the directions shown on it or material that accompanied the ballot paper when dispatched;

23.4.17.2   placing the completed ballot paper in either the envelope addressed to the Returning Officer and dispatched with the ballot paper or an envelope provided by the member that is so addressed;

23.4.17.3   sealing the envelope;

23.4.17.4   recording on the envelope the necessary particulars that identify the member; and

23.4.17.5   returning the envelope to the Returning Officer at any nominated place no later than the close of the ballot.

23.4.18    Upon receipt of an envelope purporting to contain a ballot paper, the Returning Officer shall examine the name or other particulars on the envelope, and if satisfied by such examination that a member of the name or with such particulars is on the register of members, is entitled to vote and has not apparently already voted in that ballot, accept the ballot paper in that envelope for scrutiny, but the Returning Officer shall reject any ballot paper where the returning officer is not so satisfied or where the envelope is received after the close of the ballot.

23.4.19    The scrutiny of the ballot papers shall commence after the close of the ballot, and shall be conducted by the Returning Officer. A ballot paper shall be interpreted in accordance with the voter's intention so far as that intention is clear.

23.4.20    The Returning Officer shall count the votes given for each candidate on all valid ballot papers. If any candidates have an equal number of votes the Returning Officer shall have a casting vote, which may be determined by lot. The Returning Officer shall make out and sign a report setting out the number of votes given for each candidate and shall convey the report to the President or, in the absence of the President, the Vice-President.

23.4.21    The Chairperson at the relevant Annual General Meeting shall declare:

23.4.21.1   elected as officers of the Membership Committee, the 7 candidates who, according to the Returning Officer’s report, have received the highest number of votes (or are elected unopposed);

23.4.21.2   elected as President, Vice-President, Secretary, Treasurer, Membership Secretary and Returning Officer, the candidate for the relevant position who, according to the Returning Officer's report has received the highest number of votes (or is elected unopposed); and

23.4.21.3   appointed as a State Delegate (and his or her Alternative State Delegate) each person who, according to the Returning Officer's report, was nominated a State Delegate (or Alternative State Delegate, as the case requires) by a State Chapter.

23.4.22    Any vacancy in either the National Executive Committee or the Membership Committee to occur at the conclusion of an Annual General Meeting not filled under the preceding Rule shall be treated as a casual vacancy and the person appointed to fill that type of vacancy shall hold office until the second following Annual General Meeting and is eligible for re-election.

23.4.23    The non-receipt of a ballot paper by a member, the omission of the returning officer to forward a ballot paper to a member, or the failure of either a member or the returning officer to comply strictly with any of the technicalities required by the Rules shall not invalidate an election. The returning officer, in cases where a member voting has not strictly complied with the directions as regards the manner of recording votes, the returning of the ballot paper and recording of particulars to identify the member or the technicalities required by the Rules, shall have a discretion, if the returning officer is satisfied as regards the identity of the member voting, to accept the ballot paper of such member and count the member's vote.

23.4.24    The officers elected and appointed at an annual general meeting shall take office immediately after such meeting for two years.

23.4.25    Any officer may retire from office by giving notice in writing to the Association of the officer's intention to do so. Such resignation shall take effect forthwith unless the resignation is stated in the notice to expire at some future time, in which event it shall take effect upon the expiration of such time or the date 3 months from the giving of the notice, whichever is the earlier.

23.4.26    Any State Chapter may at any time (except between close of nomination and the annual general meeting in an election year) by notice in writing remove the State Delegate (or Alternate State Delegate) of that State Chapter from that office and may appoint a new State Delegate (or Alternative State Delegate, as the case requires) (who is not already an officer of the National Executive Committee) in his or her place.

23.4.27    Every such notice appointing or removing a State Delegate (or Alternate State Delegate) shall be left with or sent through the post or via email to the Secretary at the registered postal address of the Association and when it is left or received the office of the State Delegate (or Alternate State Delegate, as the case requires) shall be deemed to be vacated and the new State Delegate (or Alternate State Delegate) shall be entitled to act.

23.4.28    A State Delegate (or Alternate State Delegate) appointed under the 2 preceding Rules holds office until the expiration of the term of office of the State Delegate (or Alternate State Delegate) so removed.

23.4.29    A meeting of the members may by Ordinary Resolution remove any elected officer from office before the expiration of the officer's term of office and may by Ordinary Resolution appoint another member to hold office until the expiration of the term of the office of the officer so removed.

23.4.30    Where an officer to whom a proposed resolution referred to in the preceding Rule makes representations in writing to the Secretary or President (not exceeding a reasonable length) and requests that the representations be notified to the members of the Association, the Secretary or the President may send a copy of the representations to each member or, if they are not so sent, the officer is entitled to require that the representation be read out at the meeting of members at which the resolution is considered.

23.4.31    In addition to the circumstances in which the office of an officer of either the National Executive Committee or the Membership Committee becomes vacant by virtue of the Act or other provisions of the Rules, the office shall, by the very fact, be vacated if the officer:

23.4.31.1   becomes mentally incapable or the officer's estate is liable to be dealt with in any way under the law relating to mental health;

23.4.31.2   is absent from meetings of the relevant committee for a continuous period of 3 months without special leave or absence from that committee and the relevant committee resolves that his or her office be vacated; or

23.4.31.3   ceases to be a member.

23.5        Vacancies

For these rules, a vacancy in the office of a member of the National Executive Committee, State Chapter or Membership Committee happens if the member—

23.5.1       dies; or

23.5.2        ceases to be a member of the Association; or

23.5.3        resigns the office; or

23.5.4        is removed from office under Rule 23.5 (Removal of committee members); or

23.5.5        becomes bankrupt or personally insolvent; or

23.5.6        suffers from mental or physical incapacity; or

23.5.7        is disqualified from office under the Act, section 63(1); or

23.5.8        is subject to a disqualification order under the Act section 63A; or

23.5.9        is absent without the consent of the National Executive Committee, State Chapter, or Membership Committee from all meetings of the relevant committee held during a period of 6 months.

23.6        Casual Vacancies

23.6.1       The continuing officers of the National Executive Committee, State Chapter and the Membership Committee may act despite any vacancy in the Committee.

23.6.2       The National Executive Committee may at any time and from time to time appoint any member of the Association (who qualifies to be a member of a committee in accordance with Rule 23.5.4 and is not already an officer of the relevant committee) as an officer to fill a casual vacancy in the elected positions of the National Executive Committee or the Membership Committee including positions treated as casual vacancies following an Annual General Meeting.

23.6.3       A State Chapter may at any time and from time to time appoint any member of the Association (who is not already an officer of the National Executive Committee) as its State Delegate or Alternate State Delegate to fill a casual vacancy in that position.

23.6.4       Any person appointed under either of the two preceding Rules shall hold office until the expiration of the term of office of the officer that the person replaces.

23.6.5       The Secretary shall, within one month, notify the Registrar of appointments to any position on either committee, any changes of address for members of either committee, and when a position becomes vacant.

23.7        Office Bearers

23.7.1       It is the duty of the President to:

23.7.1.1      Guide the Association acting in it’s best interests

23.7.1.2      Chair the National Executive Meeting

23.7.1.3      Co-approve all payments authorised by the Treasurer of the Association

23.7.1.4      Chair the Annual General Meeting

23.7.1.5      Prepare an annual report for the Annual General Meeting

23.7.1.6      Coordinate, or delegate responsibility for, the Student Support Fund.

23.7.2       It is the duty of the Secretary to:

23.7.2.1      conduct the correspondence of the Association;

23.7.2.2      keep minutes of meetings of the National Executive Committee, any subcommittees of it, and meetings of members;

23.7.2.3      at the conclusion of each financial year prepare a report upon the activities of the Association during that year and submit it to the National Executive Committee for approval in anticipation of the annual general meeting;

23.7.2.4      Send out notices to the membership about the upcoming AGM.

23.7.3       It is the duty of the Treasurer to:

23.7.3.1      ensure that all money due to the Association is collected and received and that all payments authorised by the Association are made;

23.7.3.2      ensure that correct books and accounts are kept showing the financial affairs of the Association, including full details of receipts and expenditure connected with the activities of the Association;

23.7.3.3      at the conclusion of each financial year prepare the Annual Report and submit it to the National Executive Committee for approval in anticipation of the Annual General Meeting;

23.7.3.4      ensure that the State Chapter accounts are included in the Annual Report.

23.7.4       It is the duty of the Membership Secretary to:

23.7.4.1      convene and attend meetings of the Membership Committee;

23.7.4.2      keep minutes of meetings of the Membership Committee but in such a way so as to preserve a reasonable degree of confidentiality;

23.7.4.3      liaise between the Membership Committee and the National Executive Committee;

23.7.4.4      maintain the Register of Members.

23.7.5       It is the duty of each State Delegate to liaise between the relevant State Chapter and the National Executive Committee.

23.7.6       It is the duty of each State Treasurer to ensure that correct books and accounts are kept showing the financial affairs of the State Chapter, including full details of receipts and expenditure connected with the activities of the Association and to provide these annually to the Treasurer of the National Executive Committee at the conclusion of every financial year for inclusion in the Annual Report.

23.7.7       An Alternate State Delegate is entitled to notice of meetings of the National Executive Committee and, if the State Delegate is not present at such a meeting, is entitled to attend and vote in his or her stead. In that event, an Alternate State Delegate may exercise any powers that the State Delegate may exercise, and the exercise of any such power by the Alternate State Delegate shall be deemed to be the exercise of the power by the State Delegate.

23.7.8       Officers of each of the National Executive Committee (whether office bearers or not) and Membership Committee shall have, in addition, the duties found elsewhere in the Rules.

23.7.9       The National Executive Committee shall appoint a person who is of at least 18 years of age, whether a member or not, resident in the Australian Capital Territory, to be the Public Officer of the Association. The person appointed may hold any other office in the Association. If the office of Public Officer at any time becomes vacant, the National Executive Committee shall, within one month after it becomes vacant, appoint a person resident in the Territory to fill the vacancy. It is the duty of the Public Officer to comply with the obligations imposed by the Act on a person holding that office.

23.8        Proceedings of National Executive Committee

23.8.1       The officers of the National Executive Committee should meet at least once every two months for the dispatch of business, adjourn and otherwise regulate their meetings as they see fit. The officers may conduct their meetings by telephone or other form of communication without an officer being in the physical presence of another officer or other officers providing all officers are thereby enabled to hear and be heard by each other. Minutes must be taken of these meetings.

23.8.2       A quorum of officers at such meetings shall be five.

23.8.3       The President may at any time convene a meeting of the National Executive Committee to be held at such time and place as the President chooses and such meeting shall not be invalidated by reason only of lack of convenience if a quorum of officers forms.

23.8.4       The Secretary, upon the request of any other officer, shall convene a meeting of the National Executive Committee to be held at such time and place as is convenient to the National Executive Committee.

23.8.5       Notice of every National Executive Committee meeting shall be given by such means as is convenient (including by telephone or by email) to each officer who is, in the belief of the Secretary, within Australia but it shall not be necessary to give notice of a meeting of the National Executive Committee to any officer who is absent from Australia or who has been given special leave of absence.

23.8.6       The President or, in the President's absence the Vice-President, or in the absence of both, the Secretary, shall be entitled to take the chair at each meeting of the National Executive Committee. If none of those persons is present within 15 minutes after the time appointed for holding such meeting, or none of them is willing to take the Chair, the officers present may choose one of their number as a Chairperson of the meeting.

23.8.7       Questions arising at any meeting of the National Executive Committee shall be decided by a majority of votes and each officer shall have one vote . In the case of an equality of votes, the chairperson shall have a second or casting vote.

23.8.8       A resolution in writing signed by a majority of the officers, for the time being entitled both to receive notice of a meeting of the National Executive Committee and to vote on the resolution, shall be as valid and effective as if it had been passed at a meeting of the National Executive Committee convened and held. Any such resolution may consist of several documents in like form, each signed by one or more officers. If the documents are signed on different days, the meeting shall be deemed to have been held on the day on which the document was last signed by an officer, thereby constituting that majority of the officers, unless the document, by its terms, is said to take effect from an earlier date. A telex, telegram, facsimile transmission, computer transmission or such similar means of communication addressed to or received by the Association and purporting to be signed by an officer shall, for the purpose of this Rule, be deemed to be in writing signed by such officer.

23.8.9       All acts done at any meeting of the National Executive Committee or of a committee of officers or by any person acting as an officer shall, despite the fact that later it is discovered that there was some defect in the appointment or continuance in office of such officer or person, or that they or any of them were disqualified or were not entitled to vote, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be an officer and was entitled to vote.

23.8.10    Despite any rule of law or equity to the contrary, no officer shall be disqualified by that office from contracting with or holding any other position under the Association. Any such contract, or any contract entered into by or on behalf of the Association in which any officer shall be in any way interested, shall not be avoided. Any officer so contracting or being so interested shall not be liable to account to the Association for any profit realised by such contract by reason only of such officer holding that other position or of the fiduciary relationship thereby established. The nature of the officer's interests must be disclosed by that officer at the meeting of the National Executive Committee at which the contract is determined on if that interest then exists and has not been disclosed or in any other case at the first meeting of the National Executive Committee after the acquisition of those interests. An officer may not vote in that capacity in respect of any contract or arrangements in which the officer is interested but may be counted, for the purpose of any resolution regarding it, in the quorum present at the meeting and may, despite that interest, participate in the execution of any instrument by or on behalf of the Association and whether through signing or sealing it or otherwise.

23.8.11    The National Executive Committee may, by resolution or by power of attorney or writing under the seal, delegate any of its powers to committees consisting of such member or members of its body or any other person or persons as it may think fit to act. Any committee so formed or person or persons so appointed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed by the National Executive Committee.

23.8.12    The meetings and proceedings of any committee shall be governed by the provisions in the Rules for regulating the meetings and proceedings of the National Executive Committee so far as they are capable of application and not affected by any resolution or regulation made by the National Executive Committee under the preceding Rule.

23.9        Proceedings of the Membership Committee

23.9.1       The officers of the Membership Committee shall at their first meeting after their election at an Annual General Meeting elect a chairperson and vice-chairperson from amongst themselves.

23.9.2       The officers of the Membership Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they see fit. The officers may conduct their meetings by telephone or other form of communication, without an officer being in the physical presence of another officer or other officers, providing all officers are thereby enabled to hear and be heard by each other.

23.9.3       A quorum for the Membership Committee Meetings shall be three voting officers.

23.9.4       The Membership Secretary may at any time convene a meeting of the Membership Committee to be held at such time and place as the Membership Secretary chooses and such meeting shall not be invalidated by reason only of lack of convenience if a quorum of officers forms.

23.9.5       The Membership Secretary, upon the request of any other officer, shall convene a meeting of the Membership Committee to be held at such time and place as is convenient to the Membership Committee.

23.9.6       Notice of every Membership Committee meeting shall be given by such means as is convenient (including by telephone) to each officer who is, in the belief of the Membership Secretary, within Australia but it shall not be necessary to give notice of a meeting of the Membership Committee to any officer who is absent from Australia or who has been given special leave of absence.

23.9.7       The Chairperson or, in the Chairperson's absence the vice-chairperson, or in the absence of both, the Membership Secretary, shall be entitled to take the chair at each meeting of the Membership Committee. If none of those persons is present within 15 minutes after the time appointed for holding such meeting, or none of them is willing to take the chair, the officers present may choose one of their number as a chairperson of the meeting.

23.9.8       Questions arising at any meeting of the Membership Committee shall be decided by a majority of votes and each officer shall have one vote except for the Membership Secretary who shall not have a vote. In case of an equality of votes, the chairperson shall not have a second or casting vote.

23.9.9       A resolution in writing signed by a majority of the officers, for the time being entitled both to receive notice of a meeting of the Membership Committee and to vote on the resolution, shall be as valid and effective as if it had been passed at a meeting of the Membership Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more officers. If the documents are signed on different days, the meeting shall be deemed to have been held on the day on which the document was last signed by an officer, thereby constituting that majority of the officers, unless the document, by its terms, is said to take effect from an earlier date. A telex, telegram, facsimile transmission, computer transmission or such similar means of communication addressed to or received by the Association and purporting to be signed by an officer shall, for the purpose of this Rule, be deemed to be in writing signed by such officer.

23.9.10    All acts done at any meeting of the Membership Committee or by any person acting as an officer shall, despite the fact that later it is discovered that there was some defect in the appointment or continuance in office of such officer or person, or that they or any of them were disqualified or were not entitled to vote, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be an officer and was entitled to vote.

23.10     State Chapters

23.10.1    Any six members ordinarily resident in a particular State or Territory of Australia may apply to the National Executive Committee for recognition as a State Chapter. Only one State Chapter shall be recognised for each State or Territory of Australia.

23.10.2    The Secretary shall include the application for such recognition as an item of business in the next notice calling a meeting of members given after receipt of the application.

23.10.3    A State Chapter shall come into operation only upon being recognised by an Ordinary Resolution. Recognition may be revoked by an Ordinary Resolution, in which event the State Chapter concerned is dissolved.

23.10.4    Upon a State Chapter coming into operation, each member of the Association who, according to the register of members, has his or her address within the State or Territory concerned, shall be deemed to be a member of that State Chapter.

23.10.5    Membership of State Chapters:

23.10.5.1   A member of the Association may be a member of more than one State Chapter at a time; however, a member is only entitled to vote in one State Chapter ("Primary State Chapter").

23.10.5.2   A Member may nominate which State Chapter the wish to be their Primary State Chapter. A Member is not required to reside in the state of their Primary State Chapter Membership; however, they are required to have relevant interests in that state.

23.10.5.3   A member who wishes to change their Primary State Chapter membership, for example by reason of a change of his or her address to a place outside the State or Territory, shall notify that fact in writing as soon as possible to the Membership Secretary, who shall then amend the register of members of the Relevant State Chapters so that the member may vote in their new Primary State Chapter and not in their previous Primary State Chapter.

23.10.6    If a member of the Association is located in a State or Territory of Australia for which there is no State Chapter in operation, the member may apply to the Membership Secretary to be made a member of any State Chapter nominated by the member in the application. The Membership Secretary shall enter such member in the register of members as a member of the State Chapter nominated.

23.10.7    The name of the State Chapter shall be preceded by the full name of the Association.

23.10.8    Each State Chapter shall carry out and further the Objects of the Association.

23.10.9    For each State Chapter there shall be a State Executive Committee which shall consist of officers constituted as follows:

23.10.9.1   a member of the State Chapter elected as Chairperson;

23.10.9.2   a member of the State Chapter elected as Vice-Chairperson;

23.10.9.3   a member of the State Chapter elected as Secretary;

23.10.9.4   a member of the State Chapter elected as State Treasurer;

23.10.9.5    a member of the State Chapter elected as State Delegate; and

23.10.9.6   a member of the State Chapter elected as Alternate State Delegate.

A member is not entitled to be elected under this rule unless the State Chapter in which they are being elected is their Primary State Chapter.

23.10.10 The National Executive Committee may, by resolution or by power of attorney or writing under the seal, delegate any of its powers to a State Executive Committee of a State Chapter or officers of any such Committee. Any committee so formed or person or persons so appointed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed by the National Executive Committee.

23.10.11 So far as they are capable of application and not affected by any resolution or regulation made by the National Executive Committee under the preceding Rule:

23.10.11.1             the meetings and proceedings of members of a State Chapter shall be governed by the provisions in the Rules for regulating the meetings and proceedings of the members of the National Executive Committee and the Association at large; and

23.10.11.2             the appointment and removal of officers, filling of casual vacancies, duties of office bearers, the meetings and proceedings of a State Executive Committee shall be governed by the provisions in the Rules for regulating those matters for the National Executive Committee.

For the avoidance of doubt, each State Chapter is required to hold a meeting, at minimum, every two months, and minutes of such meetings must be maintained and a copy provided to the Secretary of the National Executive Committee.

23.10.12 The National Executive Committee shall appoint the initial officers of the State Executive Committee following its coming into operation. Such officers shall retire at the Annual General Meeting of the State Chapter nominated by the National Executive Committee.

23.10.13 A State Executive Committee may, by resolution or by power of attorney, delegate any of its powers to committees consisting of such member or members of the State Chapter or any other person or persons as it may think fit to act. Any committee so formed or person or persons so appointed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed by the State Executive Committee.

23.11     MEETINGS OF MEMBERS

23.11.1    Except where the nature of the business proposed to be dealt with at a meeting of members requires a special resolution, the Secretary shall, at least 14 days before the date fixed for the holding of the meeting of members, cause to be sent to each member a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

23.11.2    Where the nature of the business proposed to be dealt with at a meeting of members requires a special resolution, the Secretary shall, at least 21 days before the date fixed, for the holding of the meeting of members, cause notice to be sent to each member in the manner provided in the preceding Rule specifying, in addition to the matter required under that Rule, the intention to propose the resolution as a special resolution.

23.11.3    A member desiring to bring any business before a meeting of members may give notice in writing of that business to the Secretary, who shall include that business in the next notice calling a meeting of members given after receipt of the notice from the member. The Secretary shall not be obliged to include such business if it is not competent for a meeting of members to deal with such business.

23.11.4    The Association shall, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the Association, convene an annual general meeting of its members.

23.11.5    The National Executive Committee or the President may, whenever it or the President thinks fit, convene a meeting of members.

23.11.6    The National Executive Committee shall, on the requisition in writing of members who are together entitled to not less than 5% of the total voting rights of all the members having at the date of deposit of the requisition a right to vote at meetings of members, forthwith convene a meeting of members to be held as soon as practicable but, in any case, not later than 3 months after the date of the requisition. The National Executive Committee shall not be obliged to comply with such requisition to the extent that it is not competent for a meeting of members to deal with the business proposed by the requisitioning members.

23.11.7    The requisition shall state the reasons for the meeting and shall be signed by the requisitioning members and delivered to the registered postal address of the Association and may consist of several documents in like form, each signed by one or more of the requisitioning members.

23.11.8    The accidental omission to give notice of any meeting of members to, or the non-receipt of any such notice by, any of the members shall not invalidate the proceedings or any resolution passed at any such meeting.

23.11.9    The National Executive Committee shall have the power to cancel or postpone the holding of any meeting of members other than one convened by requisitioning members or in response to a requisition by members. The National Executive Committee may notify the members of such cancellation or postponement by such means as they see fit. Whenever any meeting is postponed for 30 days or more, then no less than 5 days' notice shall be sent to the members of every such postponed meeting, but it shall not be necessary to specify in such notice that nature of the business to be transacted at such postponed meeting.

23.11.10 Each member shall be entitled to attend any meeting of members. A person who is not a member shall not be entitled to attend a meeting without leave of the meeting or its chairperson.

23.11.11 The President, or in the President's absence the Vice-President, or in the absence of both, the Secretary, shall be entitled to take the chair at each meeting of members. If none of those persons is present within 15 minutes after the time appointed for holding such meeting, or none of them is willing to take the chair, the officers of the National Executive Committee may choose one of their number as a chairperson and if no officer of the National Executive Committee present is willing to take the chair the members present shall choose one of their number to be chairperson of the meeting.

23.12     Proceedings at Meetings of Members

23.12.1    No business shall be transacted at any meeting of members unless a quorum of members is present at the time when the meeting proceeds to business. A quorum shall be five members personally present.

23.12.2    If a quorum is not present within 30 minutes from the time appointed for a meeting of members:

23.12.2.1   where the meeting was convened by or in response to the requisition of members, the meeting shall be dissolved; or

23.12.2.2   in any other case the meeting stands adjourned to such day, and at such time and place, as the National Executive Committee determines or, if no determination is made by the National Executive Committee, to the same day in the next week at the same time and place. If at the adjourned meeting a quorum is not present within 15 minutes from the time appointed for the meeting the meeting shall be dissolved.

23.12.3    The business of an Annual General Meeting shall be to:

23.12.3.1   receive the declaration of the election and appointment of officers of the National Executive Committee and the Membership Committee;

23.12.3.2   receive from the National Executive Committee reports upon the activities of the Association during the last preceding financial year;

23.12.3.3   receive and consider the Annual Report;

23.12.3.4   deal with any matter of which notice of motion has been duly given; and

23.12.3.5   transact any other business which under the Rules or the Act ought to be transacted at an Annual General Meeting.

All other business transacted at an Annual General Meeting, and all business transacted at other meetings of members, shall be deemed special.

23.12.4    No special business may be introduced at any meeting of members other than that stated in the notice convening the meeting unless the chairperson consents, or three-fourths of the members personally present vote to consent.

23.12.5    The chairperson of a meeting of members at which a quorum is present may, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place as the chairperson shall determine. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. It shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting unless it is adjourned for 30 days or more in which event notice of the adjourned meeting shall be given.

23.13     Voting at Meeting of Members

23.13.1    Each member, who is otherwise entitled to vote under these rules, shall only be entitled to one vote, whether on show of hands or on a poll being taken.

23.13.2    Votes may be given either personally or by proxy or by attorney. No person shall be entitled to vote unless the person is a member and present in person or by proxy or attorney and all Rules relating to the relevant certificate or instrument of appointment have been complied with.

23.13.3    Only another member shall be eligible to be appointed a proxy.

23.13.4    Every question submitted to a meeting of members shall be decided by a show of hands unless a poll (before or on the declaration of the result of the show of hands) is demanded by:

23.13.4.1   the Chairperson;

23.13.4.2   at least 5 members present in person or by proxy having the right to vote at the meeting; or

23.13.4.3   members present in person or by proxy representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting.

23.13.5    At any meeting of members (unless a poll is so demanded) an entry in the book containing the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

23.13.6    If a poll is duly demanded it shall be taken in such manner, at such place and at such time either at once or after an interval or adjournment or otherwise as the chairperson directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded. A poll demanded on any question of adjournment shall be taken at the meeting and without an adjournment. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. The demand for a poll may be withdrawn.

23.13.7    In the case of an equality of votes the chairperson of the meeting shall, on a show of hands and on a poll, have a casting vote (in addition to the chairperson's vote as a member) but shall not be obliged to exercise such casting vote.

23.13.8    No objections shall be made as to the validity of any vote except at the meeting or adjourned meeting or poll at which such vote is tendered, and every vote not disallowed at such meeting or poll shall be valid. In recording votes the latest copy of the Register of Members shall be adopted and acted on as the voting roll in respect of members on such register.

23.13.9    The chairperson of any meeting of members shall be the sole judge of the validity of every vote tendered at such meeting and the chairperson's determination shall be final and conclusive.

23.13.10 An instrument appointing a proxy (and the power of attorney, if any, under which it is signed or proof of it to the satisfaction of the National Executive Committee) shall be delivered to the registered postal address of the Association (or at such place as is specified for that purpose in the notice convening the meeting) not less than 24 hours before the time for holding of the meeting or adjourned meeting (as the case may be) at which the person named in such instrument purposes to vote.

23.13.11 A power of attorney and an instrument appointing a proxy shall be in writing, and signed by the member appointing their attorney and by the member appointing another member as their proxy, respectively.

23.13.12 Unless the National Executive Committee, in determining the form of the instrument specifies otherwise, an instrument appointing a proxy shall only be for a single meeting, and each instrument shall specify the day upon which the meeting (at which it is intended to be used) is to be held, and it shall be operative only for the meeting so specified and any adjournment of that meeting. The instrument appointing a proxy shall be deemed to confer authority to demand, or join in demanding, a poll.

23.13.13 Every instrument appointing a proxy shall be in the form determined by the National Executive Committee from time to time and:

23.13.13.1         may make provision for the chairperson of the meeting to act as proxy in the absence of any other appointment or if the member or members nominated fails or all fail to attend;

23.13.13.2         may enable the member to vote for or against each or any of the resolutions to be proposed and the proxy shall not be entitled to vote on a resolution in a manner contrary to that specified in the instrument.

23.13.14  A vote given or act done in accordance with the terms of an instrument appointing a proxy or power of attorney shall be valid despite the previous death of the principal, or revocation of the proxy or power of attorney, or cessation of membership in respect of which the vote is given or act done, provided no intimation in writing of the death, revocation or cessation shall have been received at the registered postal address of the Association or by the chairperson of the meeting before the vote is given or act done. Any proxy may be revoked at any time. The chairperson's decision as to whether a proxy has been revoked shall be final and conclusive.

23.14     OTHER MATTERS

23.14.1    Annual Report

23.14.1.1   Until otherwise resolved by Ordinary Resolution, the financial year of the Association shall end on 30 June in each year.

23.14.1.2   The National Executive Committee shall send to each member not less than 7 days before each Annual General Meeting an Annual Report, adopted by the National Executive Committee C and audited in accordance with the Act and Rules, such report comprising, at least, a statement that is not misleading and which gives a true and fair view of:

23.14.1.2.1      the income and expenditure of the Association (including of the State Chapters) during its last financial year; and
(b) the assets and liabilities of the Association at the end of its last financial year.

23.14.1.2.2      The National Executive Committee shall appoint a person who is not a member or the Public Officer to audit and report on whether the Annual Report gives a true and fair view of the income, expenditure, assets and liabilities as referred to in the preceding Rule. The committee may at any time remove and replace any auditor.

23.14.2    Custody of Books

Subject to the Act, the regulation and these rules, the Secretary must keep in his or her custody or under his or her control all records, books, and other documents relating to the Association.

23.14.3    Inspection of Books

The records, books and other documents of the Association must be open to inspection at a place in the ACT, free of charge, by a member of the association at any reasonable hour.

23.14.4    Funds - Source

23.14.4.1   The funds of the Association must be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Association in general meeting and subject to the Act section 114, any other sources that the National Executive Committee decides.

23.14.4.2   All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association's bank account.

23.14.4.3   The association must, as soon as practicable after receiving any money, issue an appropriate receipt.

23.14.5    Funds - management

23.14.5.1   Subject to any resolution passed by the association in general meeting, the funds of the association must be used for the objects of the association in the way that the committee decides.

23.14.5.2   All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the association, being members of the committee or employees authorised to do so by the committee.

23.14.6    Seal

The common seal of the Association shall be kept in the custody of the Secretary. The seal shall not be affixed to any instrument except by the authority of a resolution of the National Executive Committee. Every document to which the seal is affixed shall be signed by two persons being any two of the elected officers of the National Executive Committee or one such officer and or such other person as the National Executive Committee may appoint for the purpose. No person may sign in more than one capacity.

23.14.7    Notices

23.14.7.1   Where the Rules, the Act or other legislation requires or permits a document to be served on, given, sent or dispatched to, any person, whether any such expression or any other expression is used (in this and the next Rule referred to as 'served'), the document may be served on the person:

23.14.7.1.1  by delivering it to the person personally;

23.14.7.1.2  by dispatching it, whether by post, contractor, agent, electronic means or otherwise, to the address of the place of residence or business of the person last known to the person serving the document or, in the case of a member, to the address of the member entered in the Register of Members, and the document, by such dispatch, shall be regarded as left at that address.

23.14.7.1.3  by publication in a newspaper circulating generally in Australia.

23.14.7.2       A document served under the preceding Rule shall be deemed to have been duly served, irrespective of whether it is actually received:

23.14.7.2.1   where rule 23.14.9.1.2 applies - on the day following the day when dispatch occurred; and

23.14.7.2.2  where rule 23.14.9.1.3 applies - the day the newspaper is first published.

23.14.7.3       It shall not be necessary to give a ballot paper or a notice of meeting of members to any person entitled to receive same where the address in the Register of Members is outside Australia.

23.14.7.4       Where a specified number of days notice or notice extending over any period is required to be given, both the day of service and the day upon which notice will expire shall be included in such number of days or other period.

23.14.8     Indemnity

23.14.8.1   Every person who is or has been an officer of the Association shall be indemnified out of the available assets of the Association against any liability incurred by that person in such capacity in defending any proceedings, whether civil or criminal, in which judgement is given in that person's favour or in which that person is acquitted or in connection with any application in which relief is granted to that person by the court.

23.14.8.2   Every person who is or has been an officer of the Association (and their respective executors or administrators) shall be indemnified by the Association from and against all costs, losses and expenses that any such person may properly incur or become liable to pay by reason of any contract properly entered into or other proper act or proper thing done by any of them as such officer, or in any way in the proper discharge of that person's duties, and it shall be the duty of the National Executive Committee to pay the same out of the available assets of the Association.

23.14.9    Amendment

23.14.9.1   The Association may by special resolution alter or add to its Name, Objects or Rules.

23.14.9.2   An alteration or addition so made in the Objects or Rules, provided any other requirements of the Act have been satisfied, shall take effect upon the requisite filing having been made in accordance with the Act.

23.14.9.3   The Association may, by special resolution, change its existing name. An Application in the approved form is to be completed by 2 members of the committee. Provided that the name is approved by the Register, the name change will be effective on issue of the certificate of incorporation in the new name.

23.14.9.4   No member shall be liable to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of a winding up of the Association.

23.14.10 Surplus Property

If upon the winding up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be given or transferred to some other institution or institutions having objects similar to the Objects of this Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Rule 4, such institution or institutions to be determined by the National Executive Committee of the Association at or before the time of dissolution and in default thereof, by such judge of a court as may have or acquire jurisdiction in the matter.