Rules 18 Oct 2016 revised edited

Australian Society of Archivists Incorporated

RULES

18 October 2016

Phone: +61 8 8411 5550 Email: [email protected] Website: www.archivists.org.au

Address: PO Box A623, Sydney South, NSW 1235 ABN: 36 102 573 974 ARBN: 159 638 696

Origin: Australian Capital Territory Liability of members is limited.

Australian Society of Archivists Incorporated Rules 18 October 2016

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Table of Contents PART 1 – INTRODUCTORY ....................................................................................... 3

Name ................................................................................................................................... 3 Interpretation ...................................................................................................................... 3 Objects of the Society ....................................................................................................... 4

PART 2 – MEMBERSHIP ............................................................................................ 5 Classes of membership and eligibility ............................................................................. 5 Rights and obligations of members ................................................................................. 5 Regulation of membership ................................................................................................ 6 Advisory Committee on Ethical Standards ..................................................................... 7

PART 3 – COUNCIL AND OFFICERS ........................................................................ 9 Affairs of Society to be managed by Council .................................................................. 9 Constitution of Council ...................................................................................................... 9 Terms of office and casual vacancies ........................................................................... 10 Election of Council ........................................................................................................... 10 Vacation of office by officer or councillor ..................................................................... 11 Meetings of the Council .................................................................................................. 11 Executive Committee and committees of Council ....................................................... 12 Public Officer .................................................................................................................... 13

PART 4 - GENERAL MEETINGS ............................................................................. 13 Annual General Meetings ................................................................................................ 13 Special general meetings ................................................................................................ 14 Notices of general meetings ........................................................................................... 15 Business and quorum at general meeting .................................................................... 15 President to preside at general meetings ..................................................................... 16 Adjournment of general meetings ................................................................................. 16 Determination of questions at general meetings ......................................................... 16 Votes ................................................................................................................................. 16 Taking of a poll at a general meeting ............................................................................. 17 When poll to be taken ...................................................................................................... 17 Decisions of general meetings may be submitted to ballot of members .................. 17 Alteration of the rules ...................................................................................................... 17

PART 5 - MANAGEMENT OF PROPERTY AND INCOME OF SOCIETY ............... 18 Application of income and property of Society ............................................................ 18 Accounts, receipts, expenditure, general records, etc. ............................................... 18 Banking and finance ........................................................................................................ 18 Auditor ............................................................................................................................... 19 Audit of accounts ............................................................................................................. 19 Common seal .................................................................................................................... 20 Financial year ................................................................................................................... 20 Annual subscription ........................................................................................................ 21 Dissolution of Society ..................................................................................................... 21

PART 6 - REGIONAL ACTIVITIES ........................................................................... 21 Facilitation of regional activities and organisation ...................................................... 21


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PART 1 – INTRODUCTORY Name

1. The name of the Society shall be the Australian Society of Archivists Incorporated (in the-se rules called “the Society”).

Interpretation 2. In these rules unless the contrary intention appears –

“archival institution” means the national archives, state archives offices or ar-chives (however designated), university archives and any other institution or organisation or any discrete section of an institution or organisation devoted as its sole or a major part of its function to the care and custody of archives (which is deemed to include the appraisal and selection of records for perma-nent retention) according to accepted standards of archival practice and ad-ministration; “archives” means the records of any individual or organisation deemed to be worthy of permanent preservation and consequently preserved, arranged, listed and described according to accepted standards of archival practice and administration, and includes records designated for preservation but not yet deposited in such an institution; “archivist” means a person primarily engaged in or responsible for work which helps ensure that records providing evidence of administrative, corporate, cul-tural and intellectual activity are made, kept and used. In pursuit of this over-arching objective, archivists are substantially engaged in or responsible for one or more of the following recordkeeping tasks, according to accepted standards of professional practice and administration:

Analysing the nature and relationships of organisations and individuals in the context of society, mandates and legal obligations;

Identifying functions, activities and transactions of organisations or in-dividuals which create records to ensure continuing access for per-sonal, corporate and social memory;

Ensuring that legal responsibilities of organisations and individuals to account for transactions are documented over time;

Developing strategies to ensure that material required for retention is managed so as to retain its evidential qualities;

Negotiating agreements with creators/owners of records to facilitate access to records or to physically store records, or both;

Developing and implementing systems which facilitate the capture of records to ensure personal, corporate and social memory;

Developing, implementing and promoting systems which assist people to locate records which provide essential evidence of personal, corpo-rate and social activities;

Devising mechanisms to protect the privacy of individuals and confi-dentiality of business transactions reflected in records;

Promoting understanding of the role of records in personal, corporate and social activities;


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Carrying out teaching and research relating to the creation, keeping or use of records.

“professional member” includes individual members recognised by the Society as professionals. The term also includes members who were admitted as pro-fessional members or had conferred upon them honorary membership (mem-bership categories which no longer exist); “recognised” means recognised by the Council of the Society.

Objects of the Society 3. The basic objects of the Society are –

(i) to promote by all available means the preservation and care of archives;

(ii) to establish and maintain communication and co-operation amongst archivists, the institutions in which they work and the users of archives;

(iii) to establish and maintain standards of archival practice and administration and of professional conduct amongst archivists;

(iv) establish standards of archival qualifications and professional training;

(v) to encourage research into any area of archival practice and administration and the care and use of archives;

(vi) to publish a journal and other material relating to the objects of the Society;

(vii) to provide a means of collecting, co-ordinating and disseminating information rel-evant to the practice, status, and problems of the archival profession;

(viii) to promote amongst the general public and special groups an understanding of the nature of archives and their value;

(ix) to encourage the efficient and responsible use of archives;

(x) to promote a professional identity amongst archivists and to advance their profes-sional standing and welfare;

(xi) to co-operate with other organisations and groups having complementary objec-tives, particularly in the fields of conservation, research and records management; and

(xii) to provide an authoritative voice on matters of archival concern.


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PART 2 – MEMBERSHIP Classes of membership and eligibility

4. (1) There shall be two classes of membership of the Society, individual and corporate.

(2) Individual membership shall be open to –

(i) persons proceeding towards qualifications for professional recogni-tion by the Society;

(ii) persons working as professionals and practitioners of archives and recordkeeping; and

(iii) other persons who support the objectives of the Society. (3) Corporate membership shall be open to –

(a) major corporate bodies, organisations and institutions as the Coun-cil deems to have compatible interests, and

(b) schools, religious organisations, and historical societies, and such other similar minor societies and organisations as the Council may from time to time determine.

Professional Recognition

4A. (1) The Society recognises individual members who have university qualifications (or equivalent) working in archives and recordkeeping roles.

(2) Individual members can apply for recognition as: (i) an ASA Accredited Member (post-nominals ASAAM) who is an indi-

vidual member holding a university qualification in a course accredited by the ASA (or equivalent);

(ii) an ASA Recognised Professional (post-nominals ASARP) who is an individual member holding a university qualification (or equivalent), and a minimum of two (2) years of work experience at a professional level in archives and/or recordkeeping;

(iii) an ASA Accredited Professional (post-nominals ASAAP) who is an individual member holding a university qualification in a course accredited by ASA (or equivalent), and a minimum of five (5)

years of work experience at a professional level in archives and/or recordkeeping.

(3) A member who has been recognised by the Society as ASARP or ASAAP is a professional member of the Society as recognised by the Rules.

Rights and obligations of members 5. (1) All members of the Society shall be entitled –

(i) to attend general meetings of the Society and there to speak on any matter;

(ii) to receive the journal and newsletter of the Society and all


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notifications of general or other meetings, conferences, seminars, etc.; (iii) to attend and participate in such conferences, seminars, etc. on pay-

ment of prescribed fees; and (iv) to vote at any meeting of the Society or in any ballot or plebiscite con-

ducted by the Council.

(2) Professional members only shall be eligible for election as officers or council-lors of the Society.

(3) (a) The Council may of its own motion and shall on the requisition of any

fifteen members of the Society call a meeting of classes, class or part of a class of membership to discuss and vote on any problem or issue, or alternatively may cause a plebiscite to be held of such classes, class or part of a class if it appears to the Council that such a proce-dure would be more advantageous to the interests of the Society.

(b) The Council shall publish the results of the voting referred to in the last preceding paragraph and shall give due weight to the majority view expressed by the voting, but it shall not be bound by the majority view (except in the case of a plebiscite of all professional members) unless such view is confirmed by an annual general meeting, a special gen-eral meeting or a plebiscite of all professional members conducted ei-ther under this rule or under rule 25.

(c) Nothing in paragraph (b) shall be deemed to imply that these rules can be amended except as provided in rule 26 as qualified by rule 25. (d) Individual members and a single delegate of each corporate member

may each cast one vote, at an annual general meeting, to determine annual subscription rates as are set out under sub-rule 15 (3) (vi).

(4) Corporate members shall have the right to send one delegate to any general

meeting of the Society and he or she will have the right to speak at that meet-ing in that capacity.

(5) Members (other than honorary members) shall pay such subscriptions as may

be determined at the annual general meeting. (6) All individual members are required to abide by the standards of professional

conduct laid down in the Code of Ethics and are entitled to the support of the Society in so doing.

Regulation of membership 6. (1) Conditions of admittance to membership.

(i) apply in the manner prescribed; (ii) pay the appropriate fees or subscription fixed under sub-rule 5(5); and (iii) nominate a delegate (Corporate members only).

(2) Upon the Council (or a Committee to which it has delegated that power under Rule 14) approving an application, the applicant shall without delay be ad-vised that his or her membership has been approved.


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(3) A member of the Society shall cease to be a member, if he or she – (i) delivers to the Society a written notice of resignation; or

(ii) fails to pay all arrears of subscription due by him or her within twenty-one days after he or she has been sent a notice in writing stating that he or she has ceased to be a financial member; or

(iii) is expelled in accordance with rule 7.

(4) Institutions, organisations or other bodies qualifying for admission to corporate membership as defined by sub-rule 4(3) may be admitted to corporate mem-bership in such category as defined in sub-rule 4(3) as the Council may de-termine, and the Council shall determine the manner of such admission as it sees fit.

(5) A member shall cease to be a financial member if he or she has not paid all subscriptions due by him or her within three calendar months after the date on which such subscriptions are due to be paid.

Advisory Committee on Ethical Standards 7. (1) (a) Council shall appoint an Advisory Committee on Ethical Standards when necessary (hereinafter called the Advisory Committee) which shall consist of no more than four professional members, of whom two shall be the Vice- President and one other officer or member of Council for the time being.

(b) A member of the Advisory Committee shall continue to be a member until resignation or until a replacement member is appointed by the Council.

(c) The Advisory Committee shall have the power to co-opt not more than two additional temporary members at any time, according to the re-quirements of particular issues or cases under consideration. Such additional members shall serve only for as long as the Advisory Com-mittee requires. Additional temporary members need not be members of the Society.

(d) The Advisory Committee shall appoint its own Chairperson and Secre-tary, and the Vice-President shall act as Chairperson until another is chosen.

(e) The Advisory Committee shall meet at such times as it shall decide. The Advisory Committee may also conduct business by mail or using communications technology. All proceedings shall be reported in writ-ing to the next scheduled meeting of the Council.

(2) It shall be the duty of the Advisory Committee to advise the Council on (a) the emphasis to be placed on the Code of Ethics in the Rules and By-

Laws of the Society, (b) means by which the Code of Ethics may be brought more effectively to

the attention of members and other persons and groups in the com-munity,

(c) further development of the Code of Ethics to ensure it remains relevant to and supported by members,


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(d) particular cases brought to its attention, where the standards of ethical professional behaviour may have been breached, and

(e) ethical standards and issues affecting the archivist profession and the Society generally.

(3) Advice and complaints (a) Any person may request the advice of the Advisory Committee about

any matter touching on professional ethical standards of conduct by archivists or which affect archivists.

(b) Any person may inform the Council of a matter perceived to be a breach of the ethical standards embodied in the Code of Ethics, and the Council may refer such a matter to the Advisory Committee.

(c) The Council shall ensure that all reasonable steps are taken to investi-gate any complaint, and shall ensure that any hearing or procedure is fair and equitable.

(d) A response by the Advisory Committee to a request for advice shall be sent direct to the requesting party, but responses to any complaint shall be in the form of a finding and recommendation made to the Council of the Society.

(e) After investigating a complaint the Advisory Committee may find the charge: is outside its responsibility; or has no substance; or that it is not proven; or that it is proven wholly or in part. A finding that a com-plaint has been wholly or partly proven must be a unanimous decision by the Advisory Committee. A recommendation for action to be taken by the Council must accompany a finding by the Advisory Committee.

(4) Penalties (a) The Advisory Committee shall have the power to recommend to the

Council that, as a result of a complaint found to be wholly or partly proven, a member should be: expelled; expelled unless he or she re-signs within a recommended time; or required to make a statement satisfactory to the Council.

(b) A member who fails to comply with a direction of Council made in terms of this rule, or who fails to provide reasonable assistance to the Advisory Committee as it investigates a complaint, may be found to have breached the professional ethical standards laid down by the Code of Ethics.

(c) Council shall have the power to impose penalties on any member, by expelling that member from the Society, by expelling the member un-less he or she resigns within a time required by the Council, or by re-quiring the member to make a statement satisfactory to the Council.

(d) A person aggrieved by a finding or recommendation of the Advisory Committee, or a decision by the Council made pursuant to this rule, may appeal to the next scheduled Council meeting, which shall fully reconsider all the evidence collated by the Advisory Committee, and its finding and recommendation, and give the appellant an opportunity to be heard in person and call others to testify on their behalf. Council’s decision on the appeal shall be final.


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PART 3 – COUNCIL AND OFFICERS Affairs of Society to be managed by Council

8. (1) The affairs of the Society shall be managed by a Council constituted as provided in rule 9.

(2) The Council may, subject to these rules, exercise all such powers and func-tions as may be exercised by the Society, other than those powers and func-tions required by these rules to be exercised by the members of the Society gathered in general meeting or voting by ballot.

(3) The Council may do all such acts and things as are not inconsistent with these

rules which are necessary for the performance of its duties under these rules or which are directed to be performed by a resolution of a general meeting or the professional members voting by ballot.

(4) (a) The Council may make by-laws not inconsistent with these rules,

prescribing all matters which by these rules are required or permitted to be prescribed or which are necessary or convenient to be pre-scribed in relation to any matter within the powers and functions of the Council and generally for carrying out or giving effect to the objects of the Society and to these rules.

(b) Such by-laws shall (i) be published in the Society’s newsletter; and (ii) take effect from the date of publication or from a later date to

be specified therein. (c) If a general meeting passes a resolution disallowing a by-law or any

part thereof, such by-law or part shall thereupon cease to have effect.

(5) The Council may appoint members of the Society to manage or carry out all or part of the Society’s business under such direction as the Council may think fit, and, if any appointment is in the form of employment, may fix the terms and conditions (including remuneration) of such employment as it may think fit, provided that the remuneration does not detrimentally impact upon the financial sustainability of the Society. The availability of such positions shall be notified to the full membership of the Society. (6) Only a professional member of the Society may be appointed to edit the Society’s journal.

Constitution of Council 9. (1) The Council shall consist of –

(i) the Officers of the Society; and (ii) five Councillors.


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(2) The Officers of the Society shall be – (i) the President; (ii) the Vice-President; (iii) the Secretary; and

(iv) the Treasurer.

(3) Notwithstanding anything contained in sub-rules (1) and (2) of this Rule in the event that a Councillor resigned from the Council or is no longer permitted to be appointed pursuant to these Rules, the minimum number of Councillors re-quired to carry on the Society’s activities shall be 3 until such time as further appointments are made.

Terms of office and casual vacancies 10. (1) Any professional member can stand for the position of President, Vice-

President, Secretary, Treasurer and Councillor/s and the successful candi-dates will serve a minimum term of 2 years.

(2) In the event of a casual vacancy in the office of either President, Vice-

President, Secretary, or Treasurer the Council shall appoint one of its mem-bers to fill the vacant position until the next elections for Council when an elec-tion shall be held for the office that became vacant and, if an election would not otherwise have been due, the person elected at those elections shall hold office for the remainder of the term of the incumbent whose retirement caused the vacancy.

(3) In the event of a casual vacancy in the position of a Councillor, the Council

may appoint a professional member of the Society to fill the position until the next elections for Council.

Election of Council 11. (1) Subject to rules 9 and 10, Officers and Councillors of the Society shall be

elected by a ballot of the individual members of the Society.

(2) No person shall be nominated for more than one office but candidates for any office may also be nominated for the non-official positions provided that nomi-nations are received at the same time. Nominations for non-official positions shall be deemed to have been withdrawn in respect of candidates elected to offices.

(3) Separate ballots shall be conducted simultaneously for each office and for the

non-official positions. (4) Subject to this rule the Council shall make by-laws governing the conduct of

elections.


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Vacation of office by officer or councillor 12. For the purpose of these rules, an Officer or Councillor shall be deemed to have

vacated his or her office if he or she - (i) resigns his or her office by delivering a written notice of resignation to

the Council; or (ii) ceases to be a member of the Society; or (iii) fails to pay all arrears of subscription due by him or her within fourteen

days after he or she has received a notice in writing from the Society stating that he or she has ceased to be a financial member of the So-ciety.

Meetings of the Council 13. (1) The Council shall meet at least once in each year at such times and places as it shall determine.

(2) Special meetings of the Council may be convened by the President on his or her own motion and, on the requisition of four Council members, shall be con-vened by the President.

(3) Each member of the Council shall receive written notice of each Council meet-ing which shall be either delivered to him or her not less than fourteen days before the date set for the meeting if delivered by hand, by facsimile transmis-sion or by electronic mail, or, if sent by mail, posted to his or her usual ad-dress not less than twenty-one days before the date set for the meeting.

(4) The notice of every meeting of Council shall specify the general nature of the business to be transacted.

(5) A quorum for the transaction of the business of a meeting of the Council is 50% of the members of Council as then constituted.

(6) 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, if convened upon the requisition of members, shall be dissolved and, in any other case, it shall be adjourned to a time and place to be decided by the members present, or, failing such a decision by them, by the President and the like provision shall apply to the adjourned meeting.

(7) At meetings of the Council the President, or in his or her absence the Vice-

President, or, if both the President and the Vice-President are absent, such one of the remaining members of the Council as may be chosen by the mem-bers present, shall preside.

(8) Questions arising at meetings of the Council shall be decided by a simple ma-jority 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.

(9) Each member present at a meeting of the Council (including the person pre-siding at the meeting) shall be entitled to one vote and, in the event of an equality of votes on any question, the question shall be decided in the nega-tive.


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(10) At a meeting at which a quorum is present the person presiding may, with the consent of the Council, adjourn the meeting from time to time and from 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.

(11) When, in the opinion of a member of Council, the interests of the Society re-quire action to be taken which would normally be the subject of a decision by Council but, because of the urgency of the circumstances, it is not convenient to call a Council meeting to discuss the matter, and the President (or in his/her absence the Vice-President) agrees, the member concerned may poll the oth-er members of Council by telephone, facsimile transmission or electronic mail to determine the action to be taken and may then take such action as is agreed. In all such cases, the member of Council concerned shall report the decision and the action taken to the next meeting of Council for inclusion in the minutes of that meeting.

Executive Committee and committees of Council 14. (1) The Officers of the Society shall constitute the Executive Committee.

(2) The Executive Committee, in addition to exercising such powers and carrying out such duties as the Council may delegate to it in accordance with this rule, is specifically charged with the supervision of the affairs, business and inter-ests of the Society when Council is not in session.

(3) The Executive Committee shall consult together as frequently as is necessary to carry out its functions in such manner, whether by meeting or otherwise as the President or, in his or her absence, the Vice-President shall determine.

(4) When, in the opinion of the Executive Committee, the interests of the Society require action to be taken of a nature which would normally be the subject of a decision by the Council but, because of the urgency of the circumstances, it is not possible to call a Council meeting to discuss the matter, the Executive Committee may take the necessary action and the President shall forthwith call a special meeting of the Council to confirm the action and give any neces-sary directions to the Executive Committee.

(5) The Council may at any time appoint a committee and may prescribe the powers and functions thereof.

(6) The Council may co-opt as members of a committee such persons as it thinks fit, whether or not such persons are professional members of the Society.

(7) Committees shall consult together as frequently as is necessary to carry out those functions, in such manner, whether by meeting or otherwise, as the convenor or the members in consultation may determine or the Council may direct.

(8) The calling of committee meetings and the governing of their proceedings shall, subject to the terms of reference laid down by and any directions given by the Council, be agreed upon by the members of the committee at its first meeting.


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(9) The Council may delegate to the Executive Committee or a committee any powers (except the power of delegation) conferred on it (whether expressly or by implication) by these rules or by the members voting in general meeting or by ballot, but the exercise of such delegated powers or the carrying out of such duties shall be subject to confirmation by the Council.

Public Officer 14A. (1) The Council or the Executive Committee shall appoint a Public Officer who

shall be a resident of the Australian Capital Territory. (2) The duties of the Public Officer shall be -

(a) to ensure, as far as possible, that the Society complies with the provi-sions of the Associations Incorporation Act 1991 of the Australian Cap-ital Territory;

(b) to perform those duties required of a Public Officer by the aforesaid Act; and

(c) such other duties as may be determined by the Council.

PART 4 - GENERAL MEETINGS

Annual General Meetings 15. (1) The Society shall hold an annual general meeting, which shall be held on

such day or days (being within the period of 5 months beginning at the end of the Society’s financial year) as the Council may determine.

(2) The annual general meeting shall be specified as such in the notice convening it and shall be in addition to any special general meetings which may be held in the same year.

(3) The ordinary business of the annual general meeting shall be

(i) to confirm the minutes of the last preceding annual general meeting and of any special general meetings held since that meeting;

(ii) to receive from the Council and the auditor reports upon the transac-tions of the Society since its last annual general meeting;

(iii) to declare the election of officers and councillors, where those elec-tions have been held since the last annual general meeting;

(iv) to appoint the auditor; (v) to appoint ad hoc committees from the general membership to consid-

er such issues as it may determine; and (vi) to set the amount of the annual subscription for each class and sub-

class of member. The amount will apply from and including the next levy of membership subscriptions.

(4) The annual general meeting may transact only such special business of which

notice has been given in accordance with rule 17 unless the meeting deter-


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mines that a matter of which such notice has not been given should be dis-cussed and resolved.

(5) All general meetings other than the annual general meeting shall be called

special general meetings. (6) (i) Not less than three months before the Annual General Meeting all

members shall be invited to submit notices of motion for inclusion in the agenda of the meeting;

(ii) any member may submit one or more motions in writing and shall pro-vide, in respect of each, their name, signature and the date on which notice is given;

(iii) a notice submitted by an corporate member shall be moved and signed by the Archivist employed by the member or the manager re-sponsible for the institution’s archival function;

(iv) a notice of motion shall be accompanied by a Statement in Support of the motion;

(v) a motion of which notice has been given together with the Statement in Support received at the address provided on the invitation no later than six weeks prior to the meeting shall be included in the agenda to be sent to all financial members in accordance with rule 17;

(vi) a member who has given notice of a motion under this rule may au-thorise in writing (such authorisation to be conveyed to the Secretary) at any time before commencement of consideration of special busi-ness at a general meeting at which that motion is intended to be dealt with, another member to move the motion at the meeting on their be-half;

(vii) the Chair will accept all motions of which notice has been given in ac-cordance with Rule 15(6)(v) and invite the member who has given no-tice, or the member authorised under Rule 15(6)(vi) – as circumstanc-es suggest – to move the motion;

(viii) in the absence of the member who has given notice of the motion, or another member authorised to do so under Rule 15(6)(vi), the Chair will read the Statement in Support and ask if any other member pre-sent wishes to move the motion;

(ix) if no member present moves the motion it lapses; (x) once a motion has been moved under Rule 15(6)(vii) or 15(6)(viii), the

Chair will ask the meeting if there is a seconder, and the motion, if se-conded, will be dealt with in accordance with Standing Orders;

(xi) if the motion is not seconded the motion lapses.

Special general meetings 16. (1) The Council may, whenever it thinks fit, convene a special general meeting of

the Society.

(2) The Council shall, on the requisition in writing of not less than twenty-five pro-fessional members, convene a special general meeting of the Society.


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(3) A requisition for a special general meeting shall state the objects of the meet-ing and shall be signed by the requisitionists and delivered to the Society at its regular address.

(4) If the Council does not cause a special general meeting to be held within

twenty-one days from the date on which a requisition therefor is received by the Society (or would in the normal course of the mail have been received) the requisitionists or any of them may convene the meeting, but any meeting so convened shall not be held after three months from the date of delivery of the requisition.

(5) A special general meeting convened by requisitionists 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 ex-penses incurred in convening the meeting shall be refunded by the Society to the persons incurring them.

(6) A special general meeting may transact only such business of which notice is

given in accordance with these rules.

Notices of general meetings 17 At least twenty-one days before the date fixed for holding a general meeting of the

Society every financial member shall be sent a copy of the agenda of the meeting which shall state: (a) the place, day and time for holding the general meeting; (b) the business to be transacted at the general meeting including, in the case of

the Annual General Meeting, (i) any ordinary business; (ii) any special business, being the notices of motion received pursuant to

rule 15(6) and any other matters directed by the Council or the Execu-tive Committee to be discussed at the meeting;

(iii) the date on which the agenda is issued and the fact that it is issued on behalf of the Council; and

(iv) the recommended annual subscription for each class and sub-class of member.

Business and quorum at general meeting 18. (1) All business that is transacted at a special general meeting, and all business

that is transacted at an annual general meeting with the exception of that spe-cially referred to in rule 15 as being the ordinary business of the annual gen-eral 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 to vote under these rules is present during the time when the meeting is considering that item.

(3) Fifteen members personally present (being members entitled under these rules to vote thereat) constitute a quorum for the transaction of business at a general meeting.


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(4) If within one hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisi-tion of members, shall be dissolved and in any other case it shall be ad-journed to a time and place to be decided by the professional members pre-sent, or, failing a decision by them, by the Council and the like provision shall apply to an adjourned meeting.

(5) A motion to refer any matter to the Council with a recommendation on any ac-tion on such matter to be taken by the Council shall be deemed to be busi-ness of which notice has been given in accordance with these rules.

President to preside at general meetings 19. (1) The President or in his or her absence the Vice-President shall preside at

general meetings of the Society.

(2) If the President and the Vice-President are both absent from a general meet-ing, the members present (entitled under these rules to vote at the meeting) shall elect one of their number to preside as chair thereat.

Adjournment of general meetings 20. (1) The Chair 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 from 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 adjourn-ment took place.

(2) Where a meeting is adjourned for fourteen days or more, the like notice of the adjourned meeting shall be given as in the case of the original meeting, but the limitations as to time shall not apply.

(3) Except as provided in sub-rule (2), it is not necessary to give any notice of an

adjourned meeting.

Determination of questions at general meetings 21. (1) A question arising at a general meeting of the Society shall be determined by

a simple majority on a show of hands unless on or before the declaration of a result of the show of hands a poll is demanded.

(2) Where a poll is not demanded and a declaration by the chair that a resolution, on a show of hands, has been carried, or carried by a particular majority, or carried unanimously, or lost, is made and an entry to that effect is made in the minute book of the Society, then that entry shall be evidence of the fact with-out proof of the number or proportion of the votes recorded in favour of or against the resolution.

Votes 22. (1) Upon any question arising at a general meeting of the Society a member shall

have one vote only.


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(2) In the case of any equality of voting on a question the question shall be decid-ed in the negative.

(3) Votes shall be given personally or by proxy, provided that written notice of the proxy has been given to the Society at least three days before the day speci-fied for the commencement of the meeting in the notice of the meeting.

(4) The Council shall make by-laws governing the giving of the proxies and the

procedures for voting by proxy.

Taking of a poll at a general meeting 23. If at a meeting a poll on any question is demanded it shall be taken at that meeting in

such manner as the chair may direct, and the result of the poll shall be deemed to be the resolution of the meeting on that question.

When poll to be taken 24. A poll that is demanded on the election of a chair or on a question of adjournment

shall be taken forthwith, and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the chair may direct.

Decisions of general meetings may be submitted to ballot of members 25. (a) Where a question except one concerning an alteration of the rules is decided

at a general meeting of the Society in accordance with this Part and the Coun-cil or a group of professional members believe that attendance at the meeting was unrepresentative of the whole membership of the Society or that the deci-sion was contrary to the best interests of the Society, the Council may on the requisition in writing of not less than twenty professional members submit the question to the whole of the professional membership by means of a ballot.

(b) Provided that such requisition must be sent to the Society not more than thirty days after the close of the general meeting, and the Council shall, in either case, cause the ballot to be held not more than ninety days after the date of the meeting.

(c) Provided further that, where a question decided at a general meeting con-cerned the expulsion of a member as provided by rule 7 and that question is submitted to a ballot, unless a two-thirds majority of professional members voting in the ballot vote in favour of the question, the question shall be deemed to have been answered in the negative.

(d) Provided further that, where a question which has been decided at a general meeting is submitted to a ballot of professional members and the number of members registering votes in that ballot is less than the number of profession-al members attending and voting at the general meeting at which the question was decided, then the ballot shall be of no effect and the decision at the meet-ing shall be final.

Alteration of the rules 26. (1) These rules may be amended by a resolution passed by at least a three-

quarters majority of those individual members attending and voting in person or by proxy at a general meeting.


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(2) Notice of the proposed amendment shall be included in the notice referred to

in rule 17. (3) Notwithstanding the provisions of Rule 15 (4) an annual general meeting may

not approve of a change in these rules unless special notice of the change has been given in accordance with Rule 17.

PART 5 - MANAGEMENT OF PROPERTY AND INCOME OF SOCIETY

Application of income and property of Society 27. (1) The income and property of the Society, however derived, shall be applied

solely towards promotion of the objects and purposes of the Society and no portion thereof shall be paid or transferred, directly or indirectly, by dividend, bonus or other-wise to any member of the Society except as bona fide compensation for services rendered or expenses incurred on behalf of the Society.

(2) The funds of the Society are derived from annual subscriptions of members, donations, conferences and events, publications and, subject to any resolution passed by the Society in general meeting and subject to the Associations Incorpora-tion Act 1991, section 114, any other sources that Council decides.

Accounts, receipts, expenditure, general records, etc. 28. (1) True account shall be kept

(i) of all sums of money received and expended by the Society and the matter in respect of which the receipt or expenditure takes place; and

(ii) of the property, credits and liabilities of the Society, and, subject to any reasonable restrictions as to time and manner of inspecting them that may be imposed by the Council for the time being, those accounts shall be open to the inspection of the members of the Society.

(2) The Officers, contractors and employees of the Society shall faithfully keep all

general records, accounting books and records of receipts and expenditure connected with the operations and business of the Society in such form and manner as the Council may direct and those records and books shall be open to the inspection of the members of the Society at any reasonable hour at a place in the ACT as determined by Council from time to time.

(3) The accounts, books and records referred to in sub-rules (1) and (2) shall be

kept at such place as the Council may direct.

Banking and finance 29. (1) The Council shall designate a person or persons to receive all monies paid to

the Society and, if so requested by the payer, to issue official receipts there-for.


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(2) The Council shall cause to be opened with such banks as it selects such banking accounts as it thinks fit in the name of the Society into which all mon-eys received shall be paid as soon as possible after receipt.

(3) (a) All payments shall be authorised by at least two members of the

Council one of whom shall be a member of the Executive Committee and such authorisation may be given by the signing of cheques or oth-er written instruments or by electronic transactions carried out in a manner approved by the Council.

(b) In the case of payments exceeding the sum of five hundred dollars or such other amount as the Council may from time to time determine (other than payments for the Society’s normal operating expenses or for transferring the Society’s funds between the Society’s bank ac-counts) additional authorisation shall be given by a resolution of the Council or of the Executive Committee.

(4) The Council may deposit or invest with such financial institutions, being finan-cial institutions as are permitted for the investment of trust funds, as it may decide such of the Society’s funds as are not required for the day to day con-duct of the Society’s business.

(5) The Council may provide such members of the Society as it may decide with such sums of money as it deems appropriate for petty expenditure for admin-istrative purposes, and any such member shall be accountable to the Council for any money so provided.

(6) The Council may make by-laws regulating the use of credit or debit cards and/or electronic banking facilities for the receipt and/or payment of monies, the reporting of receipts and expenditure by branches and special interest groups, and the manner in which all transactions shall be carried out and rec-orded in the Society’s accounting books.

Auditor 30. (1) At each annual general meeting of the Society the individual members

present shall appoint a qualified accountant who is not a member of the Council of the Society as the auditor of the Society, and he or she shall hold office until the conclusion of the annual general meeting next following the meeting at which he or she is appointed.

(2) If an appointment is not made at an annual general meeting or if a casual va-cancy occurs in the office of auditor, the Council may appoint who shall hold office until the conclusion of the next annual general meeting.

(3) The auditor may be removed by resolution of a special general meeting which may also appoint an auditor to act until the next annual general meeting.

Audit of accounts 31. (1) Once at least in each financial year of the Society, the accounts of the

Society shall be examined by the auditor.


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(2) The auditor shall certify as to the correctness of the accounts of the Society and shall report thereon to the Council which shall cause a copy of his or her report to be sent to every financial member of the Society within ninety days of the report being received and the Council shall cause the auditor’s report to be laid before the annual general meeting of the Society next following the presentation of the report to the Council.

(3) In his or her report and in certifying to the accounts the auditor shall state

(i) whether he or she has obtained all the information required by him or her;

(ii) whether, in his or her opinion, the accounts are properly drawn up so as to exhibit a true and correct view of the Society according to the in-formation at his or her disposal and the explanations given to him or her and as shown by the books of the Society; and

(iii) whether the rules relating to the administration of the funds of the So-ciety have been observed.

(4) The Officers of the Society shall cause to be delivered to the auditor a list of

accounts, books and records of the Society. (5) The auditor

(i) has a right of access to the accounts, books, records, vouchers and documents of the Society;

(ii) may require from any members of the Council such information and explanations as may be necessary for the performance of his or her duties; and

(iii) may, in relation to the accounts of the Society, examine any member of the Council.

(6) Within one month after presentation of the accounts of the Society, the Public Officer shall lodge a copy thereof at the Australian Capital Territory Corporate Affairs Office.

Common seal 31A. (1) The common seal of the Society shall be in the form of a rubber stamp

inscribed with the name of the Society encircling the words “Common Seal”.

(2) The common seal shall remain in the custody of the Council and shall not be affixed to any instrument except by the authority of the Council and the affix-ing thereof shall be attested by the signatures of two members of the Council authorised by the Council to attest thereto and the attestation shall be suffi-cient for all purposes that the common seal was affixed by the authority of the Council.

Financial year 32. The financial year of the Society is the period beginning on 1 July in each year and

ending on 30 June next following.


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Annual subscription 33. (1) The amount of the annual subscription for each class and sub-class of

member and the basis on which it is calculated are to be recommended by the Council for decision at the next annual general meeting. Notice of the recom-mended amounts for each class and sub-class shall be sent to every financial member along with the notice of annual general meeting, as set out in rule 17.

(2) The Council may make by-laws regulating the time and manner of payment of membership subscription.

Dissolution of Society 33A. (1) If upon the winding-up or dissolution of the Society there remains, after the

satisfaction of all debts and liabilities, any property other than the administra-tive records of the Society, that property shall not be paid to or distributed amongst its members, but shall be given or transferred to one of the organisa-tions under subdivision 30-B of the Income Tax Assessment Act 1997, having objects similar to the objects of the Society, and whose rules prohibit the dis-tribution of its income and property amongst its members.

(2) Upon the winding-up or dissolution of the Society, the administrative records of the Society shall become the property of the Noel Butlin Archives at the Australian National University, Canberra.

(3) The liability of a member to contribute towards the payment of the debts and

liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount (if any) unpaid by the member in rela-tion to membership of the Society.

PART 6 - REGIONAL ACTIVITIES Facilitation of regional activities and organisation

34. (1) Members of the Society residing or working within Australia may belong to

Branches of the Society.

(2) Subject to the consent of the Council or a general meeting of the Society, Branches of the Society may be formed in each State or Territory of Australia, and members of the Society residing or working within a State or Territory may belong to a Branch formed within that State or Territory or within an adja-cent State or Territory, provided that a member shall belong to only one Branch.

(3) The Council may make such by-laws as may be necessary to facilitate and regulate the formation of the Branches of the Society, and may appoint re-gional convenors to assist in the formation of Branches.

(4) Branches shall adopt rules governing their conduct, provided that such rules shall not be inconsistent with these rules or with any by-law made by the Council.

Documents

Rules 18 Oct 2016 revised edited