NAME
1. The name of the
Association is The Australian and New Zealand Infertility Counsellors
Association Incorporated ("the Association").
MEMBERSHIP
First Members
2 (a) The first
members of the Association are those persons who were members of the
unincorporated association at the date of incorporation.
(b) The first associates
are those who were associates of the unincorporated association at the
date of incorporation.
Admission of members
3. The Executive
Committee may admit to membership a person who has agreed in writing
to be nominated for membership of the Association, and who
(a) has at least
a 4 year university qualification in Psychiatry, Psychology or Social
Work and is eligible for membership of the relevant professional association
or who has registration with the relevant State approval authority,
and who
(b) currently works
professionally as a counsellor in the area of infertility; and
(c) has at least
two years, fulltime or equivalent, supervised postgraduate counselling
experience.
Associate members
4. The Executive
Committee may admit to associate status a person who has agreed in writing
to be nominated to become an associate of the Association, and who:
(a) has at least
a 4 year university qualification in Psychiatry, Psychology or Social
Work and is eligible for associate membership of the relevant professional
association or who has registration with the relevant State approval
authority, and who
(b) (i) currently
works professionally as a counsellor in
the area of infertility;
or
(ii) has worked
professionally as a counsellor in the area of infertility; or
(iii) is currently
conducting psychosocial research in the area of infertility.
Rights of associates
5. An associate
cannot vote at general meetings of the Association or stand for election
to the Executive Committee, but has such other rights and benefits as
are determined by the members in general meeting.
Refusal of membership
or associate status.
6. The Executive
Committee must admit an applicant for membership or associate status
who satisfies the criteria for the status applied for unless two thirds
of the all the elected members of the Executive Committee vote against
the application.
Termination of
membership
7. A person ceases
to be a member or associate (as the case may be) if
(a) the Secretary/Vice-President
receives a written resignation;
(b) the Executive
Committee
(i) has notified
the member that an amount is in arrears, and that failure to pay it
within 3 months of receipt of the notice will result in termination
of membership; and
(ii) the member
fails to pay the outstanding amount within the specified time;
(c) the person
is expelled.
REGISTER OF MEMBERS
Contents of Register
8. The Secretary/Vice-President
must keep a Register of Members which contains the name, address and
telephone number of each member and associate, and the date of joining.
Register available
to members
9. The Register
of Members must be made available upon request for inspection by members
and associates.
FEES
10. There is no
entrance fee for membership or associate status within the Association.
11. The annual subscription
for the first year after incorporation is 50 dollars.
12. The annual subscription
for each subsequent year is determined at the Annual General Meeting
in that year, and is payable within one month of advice to the member
or associate in writing that the subscription is due.
EXECUTIVE COMMITTEE
Powers
13. All powers of
the Association may be exercised by the Executive Committee, but the
members in General Meeting may restrict the Executive Committee in the
future exercise of a particular power.
First Executive
Committee
14. The first Executive
Committee consists of the members of the Executive Committee of the
unincorporated association at the date of incorporation.
Subsequent Executive
Committees
15. Each subsequent
Executive Committee, consists of not more than eight ordinary committee
members, and not more than three additional coopted committee members
Election of Executive
Committee
16. The members
of the Executive Committee are elected by the members at the Annual
General Meeting each year from members nominated in writing to the Secretary
at least fourteen days before the date of the Annual General Meeting.
Nominations
17. A nomination
must be signed by the proposer and seconder, who must be members of
the Association, and also by the candidate, indicating that he or she
consents to nomination.
Election of President
and Secretary/Vice-President and Treasurer
18. The President,
Secretary/Vice-President, and
Treasurer are elected
by and from the members of the Executive Committee at the first meeting
of the Executive Committee after the Annual General Meeting.
Term of Office
19. The members
of the Executive Committee hold office until the end of the following
Annual General Meeting, and are, if they are still members of the Association,
eligible for re-election.
20. The President,
Secretary/Vice-President and Treasurer hold those offices until the
end of the first Annual General Meeting after their election.
Restrictions
on holding office.
21. A person may
not hold the position of President for more than three consecutive terms.
22. A person may
not hold the office of Secretary/VicePresident for more than three consecutive
terms.
Vacancy
23. A person ceases
to be a member of the Executive Committee if that person -
(a) delivers a written
resignation to the President or Secretary;
(b) ceases to be
a member of the Association.
Filling Vacancies
24. If the President,
Secretary/ Vice-President, or Treasurer ceases to be a member of the
Executive Committee, the vacancy must be filled by election by and from
the other members of the Executive Committee.
25. If a person
ceases to be an ordinary member of the Executive Committee, either by
election as an office bearer, or by ceasing to be a member of the Executive
Committee, the Executive Committee may fill the vacancy by cooption.
Term of office
of replacement office bearers
26. A person coopted
to fill a casual vacancy in the position of President, Secretary/Vice-President
or Treasurer holds office until the end of the first Annual General
Meeting after that person takes office.
Term of Office
of Coopted Members
27. A person coopted
to fill a casual vacancy as a member of the Executive Committee holds
office until the end of the next Annual General Meeting.
Quorum
28. The quorum at
a meeting of the Executive Committee is one half of the actual number
of elected members of the Executive Committee, but, if one half is not
a whole number, the next whole number.
Procedure
29. Except for matters
prescribed in these Rules, the Executive Committee may determine its
own procedure.
Frequency of
Executive Committee Meetings
30. The Executive
Committee must hold at least two meetings each year.
Calling Executive
Committee Meetings
31. A meeting of
the Executive Committee must be called by the Secretary/Vice-President,
if two members of the Executive Committee request one.
32. If the Secretary/Treasurer
does not, within seven days of receiving the request, give notice of
the meeting, one of the persons requesting the meeting may call it.
Telephone meetings
33. A meeting
of the Executive Committee may be held by telephone conference.
Resolutions
34. A resolution
is carried at a meeting of the Executive Committee if more votes are
cast in favour of the resolution than against it. This does not apply
to a motion
(a)
to discipline a member; or
(b)
to refuse an application for membership or associate status to an
eligible person.
35.
The person presiding has the same right to vote as the other elected
members of the Committee, and also a casting vote.
Subcommittees
36. The Executive
committee may appoint subcommittees and delegate any of its powers to
them.
37. A subcommittee
may not delegate any of its powers.
ANNUAL GENERAL
MEETINGS
38. The Association
must hold an Annual General Meeting in each year after the year of incorporation.
Date
39. An Annual General
Meeting must be held once in each calendar year at a time determined
by the Executive Committee.
Business
40. The business
of the Annual General Meeting is -
(a) the presentation
of the statement required by section 30(3) of the Associations Incorporation
Act 1981 (Victoria) containing the following particulars:
- the income and
expenditure of the Association during its last financial year;
- the assets and
liabilities of the Association at the end of its last financial year;
- the mortgages,
charges and securities of any description affecting any of the property
of the Association at the end of its last financial year; - the same
particulars in respect of each trust of which the Association was
trustee during any part of the last financial year;
(b) the presentation
of the President's report;
(c) the election
of the members of the Executive Committee,
and
(d) such other business
as has been notified to the members.
SPECIAL GENERAL
MEETINGS
Calling
41. A Special General
Meeting must be called if the Secretary/Vice-President is directed to
do so by the Executive Committee or is requested to do so by one quarter
of the members of the Association.
42. If the Secretary/Vice-President
fails, within 14 days of being so directed or requested, to give notice
of a Special General Meeting, any member of the Executive Committee
or other person requesting the meeting may call it.
Business
43. The only business
which may be discussed at a Special General Meeting is the business
set out in the notice of meeting.
PROCEDURE FOR
GENERAL MEETINGS
44. General Meetings
include both the Annual General Meeting and Special General Meetings.
Period of Notice
45. At least twenty
eight days notice must be given of all general meetings of the Association,
including the Annual General Meeting.
Special Resolution
46. A special
resolution is necessary to
(a) amend the
Statement of Purposes;
(b) to amend
the Rules;
(c) to change
the name of the Association;
(d) to decide
to wind up the Association,and other matters concerned with the
winding up.
Ordinary Resolutions
47. All other matters
can be dealt with by ordinary resolution.
Special requirements
for a Special Resolution
48. If a special
resolution has been proposed for a general meeting, the notice must
state that it is intended to propose the resolution as a special resolution.
Quorum
49. The quorum at
a General Meeting is one fifth of the members. These must be personally
present.
50 . The quorum
at an adjourned Annual General Meeting is five members, all personally
present.
Person to Preside
51. The President
has the right to preside at all General Meetings.
52. If the President
does not wish to preside, or is absent from the meeting, the meeting
must elect a person to preside.
Majority for
Special Resolution
53. A Special Resolution
is carried if at least three quarters of the votes cast are in favour
of it.
Majority for
Other Resolutions
54. Any other resolution
is carried if more votes are cast in favour of the resolution than against
it.
55. If the person
presiding at a General Meeting declares that a resolution has been carried,
that declaration is conclusive evidence of the fact, unless a poll is
demanded.
Adjournment
56. The person presiding
at a General Meeting may adjourn the meeting and determine the place
and time at which the meeting is to resume.
57. The only business
which may be discussed at an adjourned General Meeting is the unfinished
business at the time of adjournment.
Proxies
58(a) A member
can appoint another member as a proxy to represent that member at a
General Meeting. (b) The proxy form must be received by the Secretary
before the commencement of the meeting at which it is to be used.
(c) The proxy form
should be in or to the effect of the form set out in Appendix One.
(d) Every notice
of a general meeting must include a statement that a member may appoint
another member as a proxy to attend and vote on behalf of that member,
and that the proxy form must be received by the Secretary before
the commencement of the general meeting.
Procedure
59. The person presiding
at a General Meeting may determine any matter of procedure not referred
to in this Rule.
FINANCE
60. The funds of
the Association may be derived from subscriptions, donations, grants,
proceeds of fundraising activities, interest on investments, and such
other sources as the Executive Committee may approve.
Money Received
61. All money received
for or on behalf of the Association must be deposited in a bank account.
Cheque Signatories
62. All cheques
must be signed by two members of the Executive Committee appointed by
the Executive Committee for that purpose, or by one member of the Executive
Committee and one other person also appointed by the Executive Committee.
Payment by Cheque
63. All payments
in excess of twenty dollars must be made by cheque.
Treasurer
64. The Secretary/Vice-President
is responsible for the keeping of the financial books and records of
the Association, and must present to each meeting of the Executive Committee
a report of the financial transactions of the Association since the
last Executive Committee meeting.
65. The Treasurer
must ensure that the required financial statements are audited and presented
to the Annual General Meeting.
Financial Year
66. The financial
year of the Association is the year ending on 30 September.
BOOKS AND RECORDS
Secretary/ Treasurer's
Responsibility
67. The Secretary/Vice
President is responsible for the books records and securities of the
Association, other than the financial books and records which are the
responsibility of the Treasurer.
Inspection
68. A member may
inspect the books and records of the Association on giving reasonable
notice to the person responsible for the relevant book or record under
these Rules.
WINDING UP
69. If the Association
is wound up, or its incorporation cancelled, the assets remaining after
satisfying all liabilities must not be paid or distributed amongst the
members, but must be transferred to an institution or institutions -
(a) having similar
purposes to those of the Association; and
(b) which prohibits
or prohibit the distribution of its or their income amongst members
to an extent at least as great as is imposed on the Association under
or by virtue of this Rule and the following Rule; and
(c) which is determined
in accordance with a Special Resolution at a General Meeting of the
Association, or, in the absence of such a resolution, by the Registrar
of Incorporated Associations.
PROHIBITION OF
DISTRIBUTION TO MEMBERS
70. The income and
property of the Association must be used and applied solely to the promotion
of its purposes and the exercise of its powers as set out in these Rules.
71. No portion of
the income or property of the Association may be distributed directly
or indirectly to or amongst the members of the Association.
72. Nothing in this
Rule prevents the payment in good faith to a member-
(a) of interest
on money lent to the Association, or owing to that member;
(b) of payment for
work done by any officer or employee of the Association;
(c) or other person
for services actually performed for the Association;
(d) of out of pocket
expenses, money lent, reasonable and proper charges
for the hire of
goods by the Association, reasonable and proper rent for
premises let to
the Association, or the provision of services to the
member, to which
that member would be entitled in accordance with
the purposes if
that person were not a member.
CHANGES TO THE
RULES AND STATEMENT OF PURPOSES
73. The Rules and
the Statement of Purposes can only be changed by special resolution
of the members at a General meeting.
COMMON SEAL
Custody
74. The Common Seal
of the Association must be kept by the Secretary/Vice-President.
Use
75. The Executive
Committee must authorise the affixing of the Common Seal to any document.
Witnesses
76. It must be affixed
in the presence of two members of the Executive Committee.
NOTICE TO MEMBERS
77. Any notice to
a member required by these Rules is sufficient if posted, faxed or delivered
to the last address of that member notified in writing to the Secretary.
78. Notice to a
member is deemed to have been received
(a) if posted, on
the second working day after it was posted; and
(b) if faxed on
a business day, at the notified time of transmission, and if
not a business day,
on the first business day after transmission, unless receipt is earlier
acknowledged.
DISCIPLINE OF
MEMBERS
79.(a) A member
of the Association may be expelled, suspended or warned if, in the opinion
of the Executive Committee, the member has engaged in conduct which
is prejudicial to the name of the Association.
(B) If a motion
is proposed at a meeting of the Executive Committee that a named member
be disciplined, the motion must not be dealt with at that meeting.
(c) The motion must
be placed on the agenda of a meeting of the Executive Committee to be
held not less than fourteen days later, at which the only business must
be the deferred motion.
(d) The Secretary
must notify the member, at least ten days prior to the second meeting,
that a motion has been proposed to discipline the member, and of the
allegations on which the motion is based.
(e) The notice must
give the details of the later meeting, and state that the member has
the right to attend and speak at that meeting, to submit a written statement
in defence, or to both submit a statement and attend and speak.
(f) The Executive
Committee at the later meeting must consider any statement submitted,
and hear the member, if present.
(g) A motion to
discipline the member, and a motion in relation to the penalty to be
imposed, is not carried at that meeting unless an absolute majority
of the members of the Executive Committee votes in favour of the resolution.
(h) A member disciplined
by the Executive Committee has the right to require the Secretary/Vice-President
to convene a meeting of the Appeals Committee to rehear the matter.
(i) The Appeals
Committee consists of
(i) a former President
of the Association, nominated by the Executive Committee;
(ii) two other members
of the Association, who are not members of the Executive Committee,
nominated by the Executive Committee; and
(iii) a person,
who is not a member of the Association, nominated by the Australian
Psychological Association; and
(iv) a person, who
is not a member of the Association, nominated by the Australian Association
of Social Workers, .
(j) If the member
appeals to the Appeals Committee, the decision of the Executive Committee
does not take effect unless and until it is confirmed by Appeals Committee.
(k) In reaching
its decision the Appeals Committee must conduct itself in accordance
with the rules of natural justice.
VALIDATION OF
ACTS OF Executive COMMITTEE
80. If it is afterwards
discovered
(a) that there was
some defect in the appointment or election of a person as a member of
the Executive Committee, or
(b)
that a person so appointed or elected was ineligible, all acts done
at any meeting of the Executive Committee or of a subcommittee or by
any person acting as a member of the Executive Committee are as valid
as if that person had been duly appointed or elected and was eligible
to be a member of the Executive Committee or the subcommittee.
81.
INDEMNITY
Every
member of the Executive Committee, member of the Association, employee
or agent of the Association or member of the Appeals Committee must
be indemnified out of the property of the Association against any liability
incurred by that person in that capacity in defending any proceedings
(a) in which judgment
is given in favour of that person; or
(b) in which the
person is acquitted; or
(c) in connection
with any application in relation to any
such proceedings,
in which relief is granted to that person.
82. LIABILITY
OF MEMBERS AND OFFICERS
In accordance with
section 15 of the Associations Incorporation Act 1981, a member or officer
of the Association is not liable, merely because that person was a member
or officer, to contribute towards
(a) the payment
of the debts and liabilities of the incorporated Association or (b)
the costs, charges and expenses of the winding up of the incorporated
Association.
83. RESOLVING
DISPUTES BETWEEN MEMBERS
(a) If a dispute
under the rules arises between members as members, or between a member
and the Executive Committee, the dispute shall be referred to the Dispute
Settlement Centre of Victoria for mediation.
(b) A member may
appoint any person to act on behalf of that member in the mediation
of the dispute.
(c) The mediation
must allow for natural justice to be applied.
(d) If mediation
does not result in the settlement of the dispute, a party may bring
the matter before the the Court in accordance with section 14A of the
Act.
