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Australasian Bioethics Association Constitution

Adopted at the General Meeting of the Association on Friday 7 July 2000.

PART I DEFINITIONS
1.1 In this Constitution: The 'Association' means the Australasian Bioethics Association. 'Secretary' means: (a) the person holding office under this Constitution as Secretary of the Association; or (b) if no such person holds that office - the public officer of the Association; 'general meeting' means a general meeting of the Association which will usually be held at the time of a national conference; 'special general meeting' means a general meeting of the Association other than a general meeting, or a meeting called for the specific purpose of dissolution of the Association; 'the Act' means the New South Wales Associations Incorporation Act 1984; and 'the Regulation' means the New South Wales Associations Incorporation Regulation 1994.
1.2 (a) a reference to a function includes a reference to a power, authority and duty; and (b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
1.3 The provisions of the New South Wales Interpretation Act 1987 apply to and in respect of this Constitution in the same manner as those provisions would so apply if this Constitution were an instrument made under the Act

PART II OBJECTS AND POWERS
2. Objects
2. The objects of the Association are: (a) to advance the study of bioethics in Australasia; (b) to promote awareness and understanding of bioethics and bioethical issues in the community and in health care and related disciplines, by conducting educational programs and through any other means; (c) to provide a public forum for debate and discussion of bioethics.
3. Powers
3. The Association shall, and may, in pursuit of any or all of its objectives, exercise the following powers: (a) to conduct educational programs for its members, other interested persons and the general public; (b) to raise money and receive donations; (c) to fund scholarships and conduct research relevant to the objects of the Association; (d) to convene conferences, seminars and workshops; (e) to publish books, articles and newsletters, in print or any form of electronic media; (f) to establish and maintain network and communication processes, using print or electronic media.

PART III MEMBERSHIP
4. Membership
4.1 There are three categories of membership: (a) Institutional membership which is open to health care institutions, academic institutions or departments and other similar organisations or institutions; (b) Individual membership; and (c) Honorary membership, to which individuals may be admitted by the Committee under such conditions as are determined by the Committee.
4.2 A person or an institution is eligible for membership if the application is made in the form required by the Committee and if the application is approved by the Committee.
5. Applications for membership
5.1 Applications for membership must: (a) be made in writing and specify the full name and postal address of the applicant and be in such form as the Committee prescribes from time to time; and (b) be lodged with the Secretary of the Association.
5.2 As soon as practicable after receiving an application for membership, the Secretary must refer the application to the Committee that is to determine whether to approve or to reject the application.
5.3 If the Committee determines to approve an application for membership, the Secretary must, as soon as practicable after that determination, notify the applicant of that approval and request the applicant to pay (within the period of 28 days after receipt by the applicant of the notification) the sum payable under this Constitution by a member as an annual subscription.
5.4 The Secretary must, on payment by the applicant of the amount referred to in clause 5.3 within the period referred to in that clause enter the applicant's name in the Register of Members and on the name being so entered, the applicant becomes a member of the Association.
6. Cessation of Membership
6. A person ceases to be a member of the Association if the person: (a) dies; or (b) resigns membership; or (c) is expelled from the Association; or (d) has not paid his or her annual subscription for three months after its due date nor within one further month after having been notified of the non-payment by the Secretary and has been notified in writing of this by the Secretary in accordance with 11.5 and 11.6.
7. Resignation of Membership
7.1 A member may resign from membership of the Association by first giving to the Secretary written notice of at least one month (or such other period as the Committee may determine) of the member's intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
7.2 When a member ceases to hold membership, the Secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
8. Expulsion of a Member
8.1 Subject to giving the member the opportunity to be heard or to make a written submission, the Committee may resolve to expel a member on the basis that the member has engaged in conduct detrimental to the interests of the Association. Any such resolution must be passed by a two-thirds majority of the Committee.
8.2 Details of the grounds of the proposed expulsion must be communicated to the member at least one month before the Committee meeting at which the matter will be determined.
8.3 If the Committee determines that the member should be expelled, that expulsion will take effect fourteen (14) days after the Committee's decision is communicated to the member.
8.4 It is open to the member to appeal against the expulsion to a general meeting of the Association, provided that the intention to appeal is communicated to the Secretary of the Association within fourteen (14) days after the expulsion has been notified to the member concerned. 8.5 In the event of such an appeal, the appellant's membership of the Association will not be terminated unless the decision of the Committee is upheld by a general meeting of the Association after the appellant has been heard. In such event, the membership will be terminated as at the date of that general meeting.
9. Membership Entitlements not Transferable
9. A right, privilege or obligation which a person has by reason of being a member of the Association: (a) is not capable of being transferred or transmitted to another person; and (b) terminates on cessation of the person's membership.
10. Register of Members
10.1 The Secretary or public officer of the Association must 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 each person is added to the register.
10.2 The register of members must be kept at the principal place of administration of the Association and must be open for inspection, free of charge, by any member of the Association at any reasonable hour.
11. Fees and Subscriptions
11.1 A member of the Association must, on admission to membership, pay to the Association a fee of $1 or, if some other amount is determined by the Committee, that other amount.
11.2 The amount of the subscription fee payable by each Individual or Institutional member will be determined by a general meeting of the Association.
11.3 Subject to the approval of a general meeting, the Committee may vary the subscription fees.
11.4 Annual subscriptions shall become due and payable on 1 July each year except if the member becomes a member between 1 January and 30 June in any calendar year, when a half subscription will be due and payable.
11.5 The Secretary shall notify each member when his or her subscription fee is due and if unpaid after a further three months, shall serve notice on her or him that membership will lapse unless payment is received.
11.6 Any member whose subscription is outstanding for more than three months after the due date for payment, and who fails to pay the subscription within one month of notice being served as required in 11.5, ceases to be a member of the Association.
12. Resolution of Internal Disputes
12.1 Disputes between members (in their capacity as members) of the Association, and disputes between members and the Association, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983, if the dispute is based in New South Wales.
12.2 If the dispute occurs in other States or Territories in Australia, or within the Dominion of New Zealand, or another country in which a member resides, a like dispute resolution system is to be used.

PART IV The COMMITTEE
13. The Committee - Powers, Organisation and Membership
13.1 The affairs of the Association are to be managed by a Committee elected by the members of the Association.
13.2 In addition to any powers and authorities conferred by this constitution, the Committee may exercise all such powers and do all such things as are within the objects of the Association and which are not required to be done by a general meeting of the Association.
13.3 The Committee shall have the power to appoint such officers, employees and sub-committees as are required to carry out the objects of the Association.
13.4 The Committee will comprise a President, a Vice-President, a Secretary and a Treasurer, and not fewer than three (3) nor more than six (6) Committee members. All office bearers and Committee members must be members of the Association.
13.5 The Committee must include a minimum of one person usually resident in Australia and one person usually resident in New Zealand.
14. Election of Committee Members
14.1 Not less than three (3) months before each general meeting, the Committee shall cause a notice to be sent to members inviting nominations for those offices and Committee members that will become vacant at that general meeting together with a form of nomination.
14.2 Nominations, signed by two members of the Association and by the nominees, must be received by the Secretary within thirty days of the notice referred to in 14.1.
14.3 Where the number of nominations is less than or equal to the number of vacant office bearers and Committee members, those nominees shall be deemed to have been elected.
14.4 If insufficient further nominations are received, any vacant position remaining on the Committee is a casual vacancy.
14.5 Where the number of nominations exceeds the number of vacant offices and Committee members, the Committee shall cause to be prepared and sent to members, not less than six weeks before each general meeting, a ballot paper accompanied by clear instructions on the number of vacancies to be filled and how members may exercise their right to vote.
14.6 Votes may be cast only on the ballot paper provided to members and only in accord with the accompanying instructions and must be received by the Secretary, or a returning officer appointed by the Committee, not less than 14 days before the general meeting.
14.7 For each position, the successful candidate shall be the person who receives the largest number of votes.
14.8 The term of office for any Committee member so elected shall commence from the end of the general meeting following her or his election.
14.9 Elected office bearers and Committee members shall hold office until the conclusion of the second general meeting of their term of office but, subject to
14.10, are eligible to be nominated for re-election. 14.10 The President shall not be eligible for re-election.
14.11 The Committee may appoint a person to fill a casual vacancy, and that person will hold office until the conclusion of the next general meeting of the Association.
15. Casual Vacancies
15. For the purpose of this Constitution (and in addition to the circumstance described in 14.4) a casual vacancy in the office of a member of the Committee occurs if the member: (a) is absent without the consent of the Committee for more than three (3) consecutive Committee meetings or for more than three (3) Committee meetings within twelve (12) month; or (b) ceases to be a member of the Association; or (c) becomes an insolvent under administration within the meaning of the corporation law; or (d) resigns office by notice in writing given to the Secretary; or (e) is removed from office under 18.1 or is expelled as a member of the Association; or (f) becomes incapacitated to the extent that the Committee member is unable to fulfil her or his duties; or (g) dies.
16. Secretary
16.1 The Secretary of the Association must, as soon as practicable after being appointed as Secretary, lodge notice with the Association of his or her address.
16.2 It is the duty of the Secretary to keep minutes of: (a) all appointments of office-bearers and members of the Committee; (b) the names of members of the Committee present at a Committee meeting or a general meeting; and (c) all proceedings at Committee meetings and general meetings.
16.3 Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting. The chairperson may delegate this function to another Committee member other than the minute recorder when the minutes are kept in a different city or a different location from where the chairperson resides.
17. Treasurer
17. It is the duty of the Treasurer of the Association to ensure: (a) that all money due to the Association is collected and received and that all payments authorised by the Association are made; and (b) that correct books and accounts are kept showing the financial affairs of the Association, including full details of all receipts and expenditure connected with the activities of the Association.
18. Removal of Committee Member
18.1 The Association in general meeting may by resolution remove any member of the Committee before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
18.2 If a member of the Committee to whom a proposed resolution referred to in clause 18.1 relates 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 of the Association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
19. Proceedings of the Committee
19.1 The Committee must meet at least twice a year, either in person or by using telephone conference facilities or other electronic or suitable means.
19.2 Additional meetings of the Committee may be convened by the President or by any member of the Committee.
19.3 Subject only to clause 8.1, questions arising at any Committee meeting will be decided by a simple majority of votes.
19.4 A quorum for a meeting of the Committee will be three (3) members.
19.5 A member of the Committee having a financial interest in a contract with the Association must disclose that interest to the Committee and abstain from voting with respect to that contract.
19.6 Oral, written or e-mail notice of a meeting of the Committee, or notice by other electronic or suitable means, must be given by the Secretary to each member of the Committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the Committee) before the time appointed for the holding of the meeting.
19.7 Notice of a meeting given under clause 19.6 must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the Committee members present at the meeting unanimously agree to treat as urgent business.
19.8 No business is to be transacted by the Committee 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 is to stand adjourned to the same hour of the same day in the following week.
19.9 If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
19.10 At a meeting of the Committee: (a) the President or, in the President's absence, the Vice-President is to preside; or (b) if the President and the Vice-President are absent or unwilling to act, such one of the remaining members of the Committee as may be chosen by the members present at the meeting is to preside.
20. Delegation by the Committee to a Sub-Committee
20.1 The Committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the Association as the Committee thinks fit) the exercise of such of the functions of the Committee as are specified in the instrument, other than: (a) this power of delegation; and (b) a function that is a duty imposed on the Committee by the Act or by any other law.
20.2 A function the exercise of which has been delegated to a sub-Committee under this clause may, while the delegation remains unrevoked, be exercised from time to time by the sub-Committee in accordance with the terms of the delegation.
20.3 A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
20.4 Despite any delegation under this clause, the Committee may continue to exercise any function delegated.
20.5 Any act or thing done or suffered by a sub-Committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the Committee
20.6 The Committee may, by instrument in writing, revoke wholly or in part any delegation under this clause.
20.7 A sub-Committee may meet and adjourn as it thinks proper.

PART V GENERAL MEETINGS
21. General Meetings
21.1 A general meeting of the Association must be held at least once in every two calendar years.
21.2 The general meeting of the Association is, subject to the Act and to clause 22, to be convened, where possible, at the time of a national conference, and, in any case, on such date and at such place and time as the Committee thinks fit.
21.3 In addition to any other business that may be transacted at a general meeting, the business of a general meeting is to: (a) confirm the minutes of the last preceding general meeting and of any special general meeting held since that meeting; (b) receive from the Committee reports on the activities of the Association during the period following the last general meeting; and (c) receive and consider the financial statement which is required to be submitted to members under section 26 (6) of the Act
21.4 A notice of general meeting must specify the general nature of any other business to be transacted at the meeting and only the business specified in clause 21.3 and the business specified in the notice is to be transacted at the meeting, except that business which the members present at the meeting unanimously agree to treat as urgent business may also be transacted.
21.5 A general meeting must be specified as such in the notice convening it.
21.6 At least twenty-one (21) days notice of any general meeting must be given to all members setting out the time, place and agenda for the meeting.
21.7 A quorum for general meetings comprises twenty of the members for the time being of the Association who must be present either in person or by proxy.
21.8 Decisions at any general meeting will be made by simple majority.
22. Special General Meetings
22.1 The Committee may, whenever it thinks fit, convene a special general meeting of the Association.
22.2 The Committee must, on the requisition in writing of at least fifteen (15) members, convene a special general meeting of the Association.
22.3 A requisition of members for a special general meeting: (a) must state the purpose or purposes of the meeting; and (b) must be signed by the members making the requisition; and (c) must be lodged with the Secretary; and (d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
22.4 If the Committee fails to convene a special general meeting to be held within one (1) month after that date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than three (3) months after that date.
23. Procedure
23.1 No item of business is to be transacted at a general meeting or a special general meeting unless a quorum of members entitled under this Constitution to vote is present during the time the meeting is considering that item except as is provided for in 23.2 (b).
23.2 If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting: (a) if convened on the requisition of members, is to be dissolved; (b) may proceed if the members present include at least three members of the Committee. In this circumstance any decisions taken must be ratified by a majority of members who respond to a notice of those decisions served on them as required by clause 32.1 of this Constitution. The required form of the response and time limit within which to respond (being not less than one month from serving notice) must be specified in the notice; and (c) in any other case, is to be dissolved.
24. Presiding Member
24.1 The President or, in the President's absence, the Vice-President, is to preside as chairperson at each general meeting or special general meeting of the Association.
24.2 If the President and the Vice-President are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.
25. Adjournment
25.1 The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
25.2 If a general meeting is adjourned for 14 days or more, the Secretary must give written or oral notice of the adjourned meeting to each member of the Association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
25.3 Except as provided in clause 25.2 notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
26. Voting Rights
26.1. Each member present at a general meeting in person or by proxy is entitled to one vote.
26.2 A member who does not attend a meeting in person may appoint in writing another person who is also a member of the Association to be his or her proxy and to attend and vote at any meeting of the Association.
26.3 The document appointing a proxy: (a) must state clearly in writing the name and address of the person appointed as proxy and may be in the Form of Appointment of Proxy appended to this Constitution; and (b) may limit a proxy to vote in favour of or against a specified proposal.
26.4 Any document appointing a proxy must be delivered to the Secretary not less than ten (10) days prior to the meeting or given to the Secretary in person, or the President in person, at any time prior to the commencement of that meeting.
26.5 An institutional member of the Association may appoint one person who need not be a member of the Association to represent it at a particular meeting or at all meetings of the Association. Such appointment must be in writing by an authorised representative of the institution and given to the Secretary not less than ten (10) days prior to the meeting or given to the chairperson (in person) at any time prior to the commencement of that meeting.

PART VI MISCELLANEOUS
27. Insurance
27.1 The Association must effect and maintain insurance under section 44 of the Act.
27.2 In addition to the insurance required under 27.1, the Association may effect and maintain other insurance.
28. Funds - source
28.1 The funds of the Association are to be derived from annual and Conference subscriptions of members, donations and, subject to any resolution passed by the Association in general meeting, such other sources as the Committee determines.
28.2. 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.
28.3 The Association must, as soon as practicable after receiving any money, issue an appropriate receipt.
29. Funds Management
29.1 Subject to any resolution passed by the Association in general meeting, the funds of the Association are to be used in pursuance of the objects of the Association in such manner as the Committee determines.
29.2 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 or employees authorised to do so by the Committee.
30. Accounts
30.1 The Committee of the Association must keep such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association.
30.2 The Committee shall cause the accounting records to be reviewed independently of the Committee at least once in every two calendar years and the independent report to be presented at each general meeting of the Association.
31. Inspection of Books
31. The records, books and other documents of the Association must be open to inspection, free of charge, by a member of the Association at any reasonable hour.
32. Service of Notices
32.1 For the purpose of this Constitution, a notice may be served by or on behalf of the Association on any member either personally or by sending it by post to the member at the member's address shown in the Register of Members.
32.2 If a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document is, unless the contrary is proved, taken for the purposes of this Constitution to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
33. Amendment of the Constitution
33.1 This Constitution may be amended by a resolution of the members passed by simple majority at a general meeting.
33.2 Notice of any proposed amendment must be given to the members in writing no less than one month prior to the general meeting at which the amendment is to be proposed.
33.3 Where the members attending the general meeting wish to adopt an amendment to the constitution that is the same in substance as the amendment in respect of which notice was given but which has been the subject of further minor alteration or clarification, they may do so notwithstanding the fact that notice of the alterations or clarifications was not given.
34. Dissolution of the Association
34.1 The Association may be dissolved by a resolution of the members at a special general meeting called for that purpose.
34.2 At this special general meeting, the members must resolve how to disburse any surplus assets held by the Association at the time of dissolution.
34.3 The liability of a member of the Association to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required by Section 11.

APPENDIX

FORM OF APPOINTMENT OF PROXY

I, .................. (Full name) of ........................................ (Address) being a member of member of the Australasian Bioethics Association, or a duly authorised representative of an Institutional member of Australasian Bioethics Association hereby appoint ............... (Full name of proxy) of ......................................... (Address) being a member* of the Australasian Bioethics Association as my proxy to vote for me on my behalf at the general meeting of the Association (annual general meeting or special general meeting, as the case may be) to be held on the ...day of.....20...and at any adjournment of that meeting.

My proxy is authorised to vote in favour of/against (delete as appropriate) the following proposal (insert details): ............................................

Signature of member appointing proxy or signature of or a duly authorised representative of an Institutional member of Australasian Bioethics Association Date.........................

* NOTE: A proxy vote may not be given to a person who is not a member of the Association (except that Institutional members of the Australasian Bioethics Association may appoint one person who need not be a member of the Association to represent it at a particular meeting or at all meetings of the Association as provided in Clause 26.5 of the Constitution.) = You may limit (or not) your proxy to vote for you as you specify in this manner. Where no limitation is stated, the proxy is entitled to vote according to her or his judgment.