Revised June 1999

The law governing this Constitution and its By-laws shall be that of the Australian Capital Territory.

The Australian and New Zealand Association for the Advancement of Science was incorporated on the 10th of June 1970 (A.177) under the Associations Incorporation Act of the ACT 1953. This Act was repealed and replaced by the Associations Incorporation Act 1991, supplemented by the Associations Incorporation Regulations 1991 No.31.

The Model Rules set out in Regulation 15 have been applied unless varied by this Constitution and By-laws.

NAME

1. The name of the Association is the Australian and New Zealand Association for the Advancement of Science Incorporated herein after called 'the Association'.

OBJECTS

2. The objects of the Association are:

a. To promote communication and interaction between scientists in different disciplines.

b. To foster public interest in science and technology, and awareness of their role in everyday life.

c. To encourage the curiosity of young people in science.

POWERS

3. The Association has power to do all legal things incidental or conducive to the attainment of the objects of the Association and in particular to:

a. purchase, acquire and receive any real and personal property and sell, give, transfer, devise and otherwise deal with any real or personal property of the Association;

b. raise and borrow money and secure the repayment of money raised or borrowed or the payment of any debt or liability of the Association by any lawful means, including by way of mortgage, charge or debenture upon or over all or any of the real or personal property of the Association; invest any monies of the Association for the purposes of the Association upon such terms and in such manner as it thinks fit;

c. invest any monies of the Association for the purposes of the Association upon such terms and in such manner as it thinks fit;

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

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

f. apply to any government, statutory authority, public body, local government or other authority, corporation, company or person for and accept any grants of money or of real or personal property of any kind, subscriptions, gifts and other assistance;

g. lend money with or without security, with or without interest and

h. affiliate with other bodies having similar aims and objectives.

INCOME and PROPERTY

4. The income and property of the Association shall be applied solely to promoting and carrying out its objects. The Association shall not carry on any trade or business or engage in any transaction with a view to the pecuniary gain or profit of its members. No part of the income or property of the Association shall be paid or transferred by way of dividend or bonus or otherwise by way of profit to the members of the Association.

5. No member of the Council of the Association shall be appointed to any salaried office of the Association or to any offices of the Association paid by fees and no remuneration or other benefit in money or money's worth shall be paid or given by the Association to any member of the Council, except payment of out-of-pocket expenses.

6. Nothing herein contained shall prevent the payment in good faith of remuneration to any employee of the Association or to any member of the Association in return for any services actually rendered to the Association or for goods supplied in the ordinary and usual way of business nor prevent the establishment of a superannuation fund for the servants of the Association or their dependants

7. On the winding up or dissolution of the Association, after the satisfaction of all its debts and liabilities, all property which remains shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4, such institution or institutions to be determined by the Council of the Association at or before the time of dissolution and in default thereof by such judge of the Supreme Court of the Australian Capital Territory as may have or acquire jurisdiction in the matter.

MEMBERSHIP

8. Membership is open to all persons who subscribe to the objects of the Association and no entrance fee shall be payable.

9. A member shall be a member of not more than one Division.

10. Membership in the Association shall be in the following classes:

a. Ordinary Member

b. Retired Member

c. Student Member

d. Corporate Member

(Conditions of such memberships and the related subscriptions are determined in the By-Laws.)

11. Council may grant Honorary Membership to a person in recognition of distinguished service or, at least fifty (50) years membership of the Association on the recommendation of the member's Divisional Committee. An Honorary Member shall pay no subscription.

12. Council may appoint a member to Fellowship of the Association in recognition of distinguished contributions to the advancement of science or to the objects of the Association.

13. A member shall cease to be a member if:

a. by notice in writing to the Secretary of the Association, the member resigns or

b. the member's annual subscription remains unpaid after three months from the date on which it becomes due and payable or

c. at least two-thirds of the Council determine that the member acted in a manner prejudicial to the Association. The Secretary shall notify the member of the decision.

14. A person no longer a member of the Association by virtue of the Council's determination under Clause 13.c. may appeal in writing to the Secretary of the Association or in person to the Council. Such appeal shall be deliberated by Council within three (3) months of receipt of the notice of appeal.

DIVISIONS

15. Members residing in the States or Territories of Australia, in New Zealand or in other neighbouring countries may elect to constitute a Division of the Association. Such a Division shall not be incorporated separately but, subject to approval by Council, the Division of the Association may adopt a Constitution and make By-laws, which shall be consistent with the Constitution and the By-laws of the Association.

16. The Constitution of a Division shall provide for:

a. A committee (hereinafter called `the Committee of the Division') to manage its affairs.

b. A Chair, Secretary and Treasurer as members of the Committee of the Division who shall be elected by the members of the Division.

c. One member to represent the Division on Council.

d. The preparation of an Annual Report for presentation to the Divisional Annual General Meeting and to Council.

e. Amendments to the Constitution of the Division to be subject to Council approval before becoming effective.

f. By-laws to the Constitution of the Division to become effective immediately but subject to disallowance by Council within six (6) months of their promulgation.

17. Notwithstanding anything in Clauses 15 and 16, the Council may approve the Constitution of a Division, or an amendment of that Constitution, which provides that the affairs of the Division shall be managed by another scientific or scholarly society whose executive body shall, for purposes of this Constitution, be deemed to be the Committee of the Division.

COUNCIL

18. The governing body of the Association is the Council, which is responsible for exercising the powers accorded the Association under this Constitution and its By-Laws.

MEMBERSHIP

19. The Council shall consist of:

a. the Chair of the Association,

b. the Deputy Chair of the Association,

c. the Secretary of the Association,

d. the Treasurer of the Association,

e. one representative from each Division,

f. one member elected by the membership of the Association at large,

g. the Honorary Editor of the Association and

h. one member co-opted by the Council, if required to provide balance.

20. The Chair, Deputy Chair and Secretary and the member referred to in Clause 19.f. shall be elected by postal vote of the entire membership of the Association and hold office for a term of three (3) years.

21. Elected members of the Council shall be eligible for re-election for a second term of three (3) years but shall not then be eligible for immediate re-election to the same office.

22. Divisional representatives shall be elected and hold office in accordance with the Constitution of that Division.

23. The Treasurer of the Association shall be appointed by the Council and shall hold office for a term of three (3) years, which may be renewed at the discretion of Council.

24. The Honorary Editor of the Association shall be appointed by the Council and shall hold office for a term of three (3) years, which may be renewed at the discretion of Council.

25. A member of the Council shall cease to be a member if the member:

a. dies

b. declines to act,

c. becomes of unsound mind,

d. ceases to be a member of the Association,

e. is absent from three (3) consecutive meetings of the Council without leave of absence from the Council and the Council so resolves,

f. by notice in writing to the Council, resigns office or

g. becomes bankrupt or compounds with the member's creditors.

26. If a casual vacancy occurs during the term of office of a member of the Council referred to in Clause 19 the Council may, after appropriate consultation, appoint a member of the Association to fill that office for the remainder of the term.

27. The Council may delegate all or any of its powers or all or any of the functions of the Association under this Constitution - except this power of delegation - in relation to any matter or class of matters, to any Committee established by the Council or to any member or employee of the Association.

28. Any such delegation made under Clause 27 shall be revocable by resolution of the Council and no delegation shall prevent the exercise of any power or function by the Council.

COUNCIL PROCEDURE

29. The Council shall meet at least once a year and additionally as the Council determines. However, should at least six members of Council request in writing to the Secretary a special meeting, the Chair must convene such a meeting within twenty-one (21) days.

30. The Chair of the Association, when present, shall preside at all meetings of the Council. In the absence of the Chair, the Deputy Chair shall preside. In the absence of the Chair and the Deputy Chair, the Council members present shall elect one of their number to preside.

31. The quorum for any meeting of Council shall be five (5) members of that Council, both present and voting, and shall include, at least, two (2) members of the Executive.

32. Any member of Council may appoint a proxy for any meeting of the Council but written notification must be given to the Secretary prior to the meeting. No person shall hold more than five (5) proxies.

33. The Council may resolve any matter within the powers conferred by this Constitution by a simple majority of members - except as provided in Clauses 13.c., 75 and 79.

34. The person presiding at a meeting of the Council may exercise a deliberative vote and, in the event of an equality of votes, a casting vote.

PUBLIC OFFICER

35. The Council shall appoint a person to be the Public Officer of the Association.

36. The Public Officer shall:

b. Perform the functions and duties required by the Associations Incorporation Ordinance 1953 of the Australian Capital Territory as amended from time to time.

37. Should the Public Officer vacate the position, the Council shall appoint a replacement within fourteen (14) days and notify the Registrar accordingly.

COMMITTEES

38. The Council shall establish an Executive Committee which shall exercise such powers and perform such duties in connection with the management of the Association as are conferred upon it by this Constitution or by the Council.

39. The Council may establish other Committees for purposes which further the objects of the Association.

MINUTES

40. The Council shall have recorded in the authorised Minute Books of the Association, the Council and Committees of the Council:

a. the names of those members present at each meeting;

b. all declarations made or notices given by any member, either generally or specially, of the member's interest in any contract or proposed contract or of the member's holding where any conflict of duty or interest may arise and

c. all resolutions and proceedings of the meeting.

41. Minutes of meetings referred to in Clause 40 shall be voted upon by those attending the next corresponding meeting and, if approved and signed by the Chair, shall be accepted as evidence that the minutes are a true record of the proceedings of the meeting.

REGISTERS

42. The Council shall maintain such registers as may be required under the provisions of the Act, as amended from time to time.

EXECUTIVE COMMITTEE

43. The Executive Committee shall consist of:

a. the Chair of the Association,

b. the Deputy Chair of the Association,

c. the Secretary of the Association and

d. the Treasurer of the Association

44. Any three (3) of its members shall constitute a quorum of the Executive Committee.

45. Within the powers conferred upon it by this Constitution or by the Council, the Executive Committee:

a. Shall conduct the routine affairs of the Association.

b. May engage such employees as are required, determine their conditions of employment and terminate their employment.

c. May, under the direction of the Treasurer, appoint persons to receive and make payments on behalf of the Association.

d. May appoint sub-committees to assist it in the conduct of its affairs.

46. The Executive Committee shall report at each meeting of the Council on matters arising from its activities.

COMMON SEAL

47. The Common Seal shall be affixed to an instrument only by the authority of the Council or the Executive Committee and in the presence of two (2) members of the Executive Committee, including either the Chair of the Association or the Treasurer, and the persons so present shall sign every instrument to which the Common Seal is so affixed.

48. By writing under its Common Seal, the Association may empower a person, either generally or in respect of a specified matter or matters, to act as its agent or attorney and a deed signed by the agent or attorney under his or her Common Seal, on behalf of the Association, binds the Association and has the same effect as if it were under the Association's Common Seal.

SAFE CUSTODY

49. The custody of the Common Seal, all books, documents and securities of the Association shall be the responsibility of the Executive Committee.

INSPECTION OF BOOKS & DOCUMENTS

50. Inspection of any books and documents of the Association may be made by members during normal working hours at the registered office of the Association.

CONGRESSES

51. The Association may hold Congresses at such places and times as are determined by the Council.

52. The Council shall, in association with the Host Institution of each Congress, establish an Organising Committee and, after consultation with that Committee, appoint a President of the Congress who shall hold office until its conclusion.

53. All registrants for a Congress shall become ordinary members of ANZAAS for the duration of that Congress.

54. Detailed arrangements for each Congress shall be in accordance with this Constitution and its By-laws.

GENERAL MEETINGS AND SPECIAL GENERAL MEETINGS

55. The Association shall hold a General Meeting of its members within five(5) months of the end of each financial year. The meeting shall be held at the national administration office of the Association and satellite meetings shall be held at the same time by each Division at an appropriate venue. The satellite meetings shall be deemed part of the General Meeting when telephone or other electronic connection is established. The appropriate Divisional Council member shall be responsible for convening and recording the attendance at the satellite meetings and recording the votes cast at the satellite meetings. Votes cast at the satellite meetings shall have the same validity as votes cast at the General Meeting venue.

56. General Meetings shall be convened by the Executive.

57. A Special General Meeting of the Association may be convened upon written request to the Secretary of the Association of at least twenty (20) members of the Association.

58. Motions for consideration a either a General Meeting or a Special General Meeting must be received in writing by the Secretary at least twenty-five(25) working days prior to the meeting. Motions for presentation at a General or Special Meeting may be circulated to the entire membership together with the Notice of Meeting and a ballot paper and proxy form. Members not present in person at the General or Special Meetings may vote by postal ballot or proxy or by attendance at a satellite meeting. All ballot papers and proxies are to be received by the Secretary prior to the time announced for the commencement of the meeting.

59. Notice of General Meetings and Special General Meetings of the Association, showing date, time, place and agenda, and postal ballot voting forms where necessary, shall be given to all members not less than one (1) calendar month before the date on which the meeting is to be held.

60. Members of the Association shall be entitled to vote at General or Special Meetings in person at the meeting venue or in person at a satellite meeting or by proxy or by postal vote when a postal vote is called by the Council. No person shall hold more than five proxies.

61. If a person nominated to be the representative of a Corporate Member, in accordance with the By-laws, is or becomes a member of the Association that person may cast only one vote in any ballot, election or vote in which a member is entitled to participate.

62. Twenty (20) members of the Association, including at least two (2) members of the Executive, shall constitute the quorum of a General Meeting or a Special General Meeting.

63. At a General Meeting or Special General Meeting the Chair of the meeting shall be:

a. the Chair of the Association;

b. in the absence of the Chair of the Association, the Deputy Chair or

c. in the absence of both the Chair and Deputy Chair of the Association, a member of the Executive.

64. At a General Meeting the Chairman and the Secretary shall present reports on the activities of the Association for the preceding year. Copies of the Treasurer's report, supported by the audited financial statement, shall be available for members present at the venue or present at satellite meetings. The reports shall be made available to the entire membership by inclusion in a newsletter or by special mailing at the direction and discretion of the Council

FINANCE

65. The financial transactions of the Association shall be under the guidance of the Treasurer; detailed requirements shall be specified in the By-laws.

66. Except as is provided in Clause 53 the subscription of a member shall become due and payable on admission to membership to the Association, and annually on 1st July thereafter, with a pro-rata adjustment where necessary

67. The Association shall operate banking accounts and banking facilities as required and in accordance with the by-laws

68. The financial year of the Association shall end on 30 June.

69. As soon as practicable after the end of the financial year, the Executive Committee shall:

a. prepare or cause to be prepared a statement of income and expenditure and a balance sheet of the Association which incorporates the financial statements of all the Divisions.

b. arrange the timely audit of the accounts by a person who is neither:

(1) a member of the Association nor

(2) the Public Officer.

c. ensure their presentation by the Public Officer in accordance with the provisions of the Act.

DIVISIONAL FINANCES

70. The Constitution of each Division shall provide for

a. the financial year of the Division to end on 30 June;

b. the maintenance of any account to be in the name of the Association and the Division, in such bank as shall be decided upon by the Committee of the Division;

c. the maintenance, acceptance and use of gifts or property or other assets by the Division to be only on behalf of the Association;

d. the preparation of a Divisional statement of income and expenditure and a balance sheet to meet the requirements of the Executive as provided in Clause 69a; and

e. the timely audit of the accounts, by a person who is not a member of the Association, so that they may be incorporated in the Association's accounts as required by Clause 69b.

71. All gifts, property or other assets held by a Division in accordance with Clause 70c. may be used to support divisional activities but the Council may, with due notice, require their disposal and application of the proceeds as the Council directs.

CONGRESS FINANCES

72. The financial arrangements for each Congress shall be determined by the Executive, on behalf of the Association, in conjunction with the Host Institution and their respective obligations shall be incorporated in a Memorandum of Understanding duly signed by the parties thereto.

AMENDMENT OF THE CONSTITUTION

73. A proposal to amend the Constitution shall be submitted in writing to the Secretary of the Association by:

a. a member of Council;

b. the Committee of a Division pursuant to a general meeting of the members of that Division or

c. at least ten (10) members of the Association.

74. Notice in writing of any such proposed amendment shall be given to Council Members at least twenty-five (25) working days prior to the meeting to consider the proposal

75. The Constitution may then be amended by the Council by a two-thirds majority of Council Members, meeting together, by postal vote or teleconference.

76. The Council shall resolve any submission made under Clause 73 within fifty(50) working days by meeting together, by postal vote or by teleconference

77. An amendment to this Constitution has effect only when it has been lodged with the Registrar in the approved form and not later than one (1) month after the acceptance of the amendment by the Council in accordance with Clause 75.

BY-LAWS

78. The Council may make such By-laws as it considers necessary or expedient for the purpose of giving effect to its powers and carrying out its functions and duties as required by this Constitution.

79. The By-laws may be amended by the Council by a two-thirds majority of Council Members, meeting together, by postal vote or by teleconference.

RIGHTS OF MEMBERS

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

81. No act done or proceeding taken by a person or body, including the Council, acting under or in pursuance of this Constitution, shall be invalid by reasons only of:

a. a defect in the appointment or election of that person or a member of that body;

b. that person or a member of that body being disqualified by this Constitution from so acting or from taking part in any proceedings;

c. failure to comply with the requirements for the convening of a meeting of that body or

d. there being a vacancy or vacancies in the membership of that body.

82. On the request of a member of the Association, the Secretary shall provide, without charge to the member, a copy of:

a. the extant Constitution and

b. the extant By-laws.

This Constitution includes all Amendments agreed at the Annual General Meeting held on 28th April, 1999 or those agreed by a postal ballot of the Council conducted between 4th february and 16th June 1999.

Authenticated by

Robert Perrin

Secretary

BY - LAWS of the AUSTRALIAN AND NEW ZEALAND ASSOCIATION FOR THE ADVANCEMENT OF SCIENCE (ANZAAS Inc)

POWERS OF COUNCIL

The Constitution confers upon the Council the power to make such By-laws as it considers necessary or expedient for the purpose of carrying out its functions and duties.

The By-laws may be amended by the Council by a two-thirds majority of Council Members, meeting together, by postal vote or teleconference.

MEMBERSHIP

1. An Ordinary Member shall be any member of the Association who is not a Retired or Student Member.

2. A Retired Member shall be a member who has ceased regular employment through retirement.

3. A Student Member shall be a member studying full-time at secondary or tertiary level.

4. Corporate Membership may be conferred on a Company or scientific institution which subscribes to the objects of the Association; such membership confers Ordinary Membership on up to three nominated members of the Corporation.

SUBSCRIPTIONS

5. The annual subscription for Ordinary Members shall be determined by the Council.

6. The annual subscription for Retired and Student Members shall be the same and, approximately, 75% of the Ordinary subscription.

7. The annual Corporate subscription shall be not less than three times the Ordinary subscription.

COUNCIL

8. Nominations for any elected position on Council shall be called for in the November prior to the following 31st March when the current appointment terminates.

9. Should there be only one nomination for an elective position, that nominee shall be deemed to have been elected.

10. If there is more than one nomination for any position an election by post of all members shall be held. Voting cards shall list the names of the candidates for the various positions in alphabetical order. Members shall indicate their choice for each position and the candidate receiving a simple majority shall be elected. The Returning Officer for the election shall be appointed by the Executive.

11. Elected members take up office from the 1st April following.

CONGRESSES

12. In conjunction with the Host Institution of each Congress the Executive shall establish the administrative and financial structure which shall be set down in the Memorandum of Understanding.

13. The Memorandum of Understanding is to provide the detailed arrangements for, at least, the following aspects of the Congress:

a. Constitution of the Congress Organising Committee.

b. Selection and appointment of office-bearers.

c. Selection of the Theme.

d. Selection of Lecturers.

e. Its organisation and conduct.

f. Enrolment and capitation fees.

g. Accounting and audit procedures.

h. Progress and final reporting.

i. Disposal of assets.

14. In the event of a financial surplus from the Congress the Division having the responsibility for liaison with the Host Institution shall receive 20% of the amount received by the Association.

GENERAL MEETINGS

15. Notices of General Meetings and Special General Meetings shall be notified in the Association's Journal or by post to members.

FINANCE

16. The Association's Bank Accounts shall be operated thus:

a. All receipts shall be paid into the General Account.

b. All expenditure shall be made from the Imprest Account.

c. Each member of the Executive shall be a signatory to both accounts but:

(1) Two members must sign on the General Account, normally one is the Treasurer.

(2) Any one may sign on the Imprest Account, normally the Secretary.

17. The maximum amount held in the Imprest Account shall be authorised by the Treasurer on submission by the Secretary.

18. Authorisation of expenditure of funds from the Imprest Account within specified limits may be delegated to other members of the Executive by the Treasurer.