CONSTITUTION of WA INDIAN DOCS INC

PART 1 – PRELIMINARY

Interpretation

In this Constitution, unless the context otherwise requires:

‘Annual Meeting’, ‘Ordinary Meeting’ and ‘Extraordinary Meeting’ means respectively the Annual General Meeting, Ordinary General Meeting and Extraordinary General Meeting of the Members of the Association (WA Indian Docs Inc);

‘Area of the Association’ means the area of the Association as stated in Clause 10;

‘Association’ means WA Indian Docs Inc (ABN 21637745023);

‘WA Indian Docs Inc’ means WA Indian Docs Inc (ABN 21637745023);

‘AMA WA’ means Australian Medical Association of Western Australia;

‘Committee’ means all or some of the Office-Bearers acting as a Committee.

‘Steering Committee’ means all or some of the Office-Bearers acting as a Steering Committee.

‘Sub-Committee’ means all or some of the Office-Bearers and Members acting as a Sub-Committee and formally appointed by the Steering Committee.

‘Working Group’ or ‘Working Party’ means all or some of the Office-Bearers and Members acting as a Working Group or Working Party and formally appointed by the Steering Committee.

‘Chapter of the WA Indian Docs Inc’ means a group of members of the WA Indian Docs Inc that has been formally recognised under Article 3 of this Constitution:

‘By-Laws’ means the By-Laws of the Association (WA Indian Docs Inc);

this Constitution’ includes the By-Laws;

Corporations Act’ means the Corporations Act 2001 (Cth) as amended;

 ‘Companies Act’ means the Companies Act (WA) 1943;

‘donation or other payment for charitable objects’ includes a payment to a person, group, entity or organisation and a payment towards or the payment of any expenses incurred, either directly or indirectly, by a person, group, entity or organisation in relation to the delivery of charity and social responsibility by the Association and its Members;

‘General Meeting’ means a meeting of the Members of the WA Indian Docs Inc duly called and constituted;

Medical Student’ means an undergraduate in the Faculty of Medicine in any University within Western Australia;

Member’ means a member of the Association (WA Indian Docs Inc);

‘Annual Conference’ means the Annual Conference of the WA Indian Docs Inc;

‘Nominated Representative’ means the person appointed by a Member under Clause 11 to represent that Member for the purposes of the Association;

‘Office’ means the registered office of the Association;

‘Postal Address’ means the registered postal address of the Association;

‘President’, ‘Vice-President’, ‘General Secretary’, ‘Treasurer’, ‘Committee Member’ and any other term referring to an officer of the Association means the person holding that office as provided for in this Constitution and the By-Laws and includes any person appointed to perform the duties of any one of those offices temporarily;

‘Registered Medical Practitioner’ and ‘Doctor’ means a person registered as a medical practitioner under the Health Practitioner Regulation National Law Act 2010 (WA) ;

‘Returning Officer’ means the person appointed by the Steering Committee from time to time to act as the returning officer for the Association;

‘Seal’ means the Common Seal of the Association;

‘Secretary’ means the person appointed to be the Secretary of the Association for the purposes of the Corporations Act:

‘Special Resolution’ means a special resolution of the Association passed in accordance with the Corporations Act;

‘in writing’ or ‘written’ means written or printed or partly written and partly printed and includes any mode of reproducing words in a visible form;

Words importing persons include companies and corporations and vice versa;

A reference to one gender includes a reference to all other genders.

References to any statute or statutory provision include that statute or statutory provision as amended, extended, consolidated or replaced by subsequent legislation and any orders, regulations, instruments or other subordinate legislation made under the relevant statute.

  • The Interpretation Act 1984 (WA) applies in the interpretation of this Constitution in the same way it applies in the interpretation of an Act of Parliament.
  • The Replaceable Rules contained in the Corporations Act are specifically excluded from applying to the Association.

PART 2- GENERAL

2.    Name

The name of the Association is ‘WA Indian Docs Inc’.

3.    Registered Office

The registered office of the Association shall be as the Steering Committee determines from time to time.

4.    Registered Postal Address

The registered postal address of the Association shall be PO Box 585, Mirrabooka, WA 6061 or such other address as the Steering Committee determines from time to time.

5.    Objects

The objects of the Association are:

  • The promotion either in conjunction with other similar body of medical and the allied sciences and the maintenance of the honour and the interests of the medical professionals of Indian origin by aiding all or any of the following:
  • (i) To safeguard the interests of member medical practitioners of Indian origin in Western Australia including International Medical Graduates and trainee junior doctors
  • (ii) To enrich the professional and educational priorities of its members
  • (iii) To develop a culture of professional networking, communication and mentorship within its membership
  • (iv) To act as an agency of lobbying and influence to safeguard the interests of member medical practitioners and their untiring contribution to the Western Australian community
  • (v) To maintain a philosophical, social, cultural and charitable focus through the responsible behaviour of the organisation and its members
  • (vi) To uphold and promote the well-being of all patients served within the Western Australian community
  • (vii) To conduct and advocate social responsibility and charity for the needy and disadvantaged
  • Periodical meetings of the Members and of the medical profession generally in different parts of Western Australia.
  • The publication of communications and newsletters pertaining to doctors of Indian origin in Western Australia.
  • The periodic publication of transactions and other papers.
  • The grant of money out of the funds of the Association for the promotion of charity and social responsibility by the medical profession in such manner as may be determined on.
  • Any other lawful things as are incidental or conducive to the attainment of the above objects.
  • To form a bond of union among the Indian-origin members of the medical profession and a medium through which their opinions can be easily ascertained or expressed.
  • To advance the general and social interests of the medical professionals of Indian origin.
  • To act as a consultative platform for Indian-origin medical practitioners and assist the Australian Medical Association WA (AMA WA) in considering, originating and promoting improvements in the law that may impact the profession, medical practitioners of Indian origin and act as lobby to assist the AMA (WA) in its endeavours as the professional body of the medical profession in WA.
  • (j) To purchase or lease any land or buildings and to erect any buildings required for the purposes of the Association and to sell, improve, manage, develop, exchange, lease, mortgage, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association.
  • To borrow moneys required for the purposes of the Association upon such security as may be determined and to make, accept and endorse any promissory note, bill of exchange and other negotiable instrument.
  • To invest the moneys of the Association not immediately required upon such securities.
  • To correspond with bodies or individuals in the other Australian States and elsewhere on any matter touching similar interests and endeavour collaborations at National and International level on such similar interests.
  • To consider any question of medical policy as maybe deemed appropriate and within scope of the functioning and objectives of the Association.
  • Subject to Clause 21, to collect voluntary contributions from Members in order to make any donation or other payment for charitable objects.
  • To publish a newsletter or periodical to be devoted to the interests of the medical professionals of Indian Origin.
  • To assist either by donations or otherwise:
  • necessitous members of the WA Indian Docs and their wives or husbands and all or any of their children;
  • organisations providing such assistance to any such persons mentioned in (i) above.

6.    Income and Property – Not-For-Profit Clause

Subject to Clause 56, the income and property of the Association must be applied solely towards the promotion to the objects of the Association and no portion shall be distributed directly or indirectly to the members of the organisation except as genuine compensation for services rendered or expenses incurred on behalf of the organisation.’

7.    Liability of Members on a Winding Up

Every Member of the Association undertakes to contribute to the assets of the Association in the event that the Association is wound up during the time that he, she or it is a Member or within one year afterwards for payment of the debts and liabilities of the Association contracted before the time at which he, she or it ceases to be a Member and the costs charges and expenses of winding up the Association and for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding the sum of $2.00.

8.    Registration

For the purpose of registration the Association is declared to be unlimited.

9.    A Chapter of the WA Indian Docs

  • The local chapter of WA Indian Docs such as in a regional, rural or remote location within Western Australia is to act as a Chapter of the WA Indian Docs.
  • The local chapter of WA Indian Docs shall endeavour to follow the Vision and Mission Statement and the Strategic Aims and Objects of the Association as relevant in a local context.
  • The local chapter of WA Indian Docs shall function in a semi-autonomous fashion.
  • The local chapter of WA Indian Docs will function under the governance structure and business name and other relevant instruments of parent body WA Indian Docs.
  • The local chapter of WA Indian Docs shall take responsibility and liability for functions, events and matters under its direct control and shall periodically report back to the parent body WA Indian Docs with respect of any expenses, acts, matters or things incurred or done by the local chapter.

10.  Area of Association

The Area of the Association is Western Australia.

PART 3- MEMBERSHIP

11.  Eligibility

  • Subject to this Constitution, the following individuals are eligible to become an Ordinary Member of the Association:
  • Any individual resident of Indian origin within the Area of the Association who is a Registered Medical Practitioner with the Medical Board of Australia; or
  • Any individual resident of Indian origin within the Area of Association who has retired from medical practice and who was at the time of retirement a Registered Medical Practitioner with the Medical Board of Australia and has not subsequently been prohibited from reregistering;
  • Any individual resident of Indian origin within the Area
  • Subject to this Constitution and the ultimate discretion of the Steering Committee, every individual eligible to be an Ordinary Member shall, unless that individual is of generally bad character, be entitled to be admitted as an Ordinary Member of the Association, subject to payment of the relevant membership subscription and shall be entitled to remain an Ordinary Member so long as that individual remains eligible to be an Ordinary Member and complies with the Constitution and By-Laws of the Association.
  • An individual is not entitled to remain an Ordinary Member of the Association if that individual ceases to be eligible to be an Ordinary Member of the Association and the Constitution and By-Laws do not otherwise permit that individual to remain an Ordinary Member.
  • Subject to its Constitution and By-Laws, every Ordinary Member of WA Indian Docs Inc whose address as registered for the time being in the books of the WA Indian Docs Inc is at a place situated within the area of the Association shall be an Ordinary Member of the Association.
  • Members of local chapters of WA Indian Docs shall be deemed Ordinary Members, will have voting rights and access to all membership facilities and benefits from the parent body as feasible.

12.  Extraordinary Members

  • The Association shall have power to admit to certain of the privileges of membership other than that of voting:
  • Members of the WA Indian Docs who are not entitled to be Ordinary Members of the Association, such as members who may not have direct Indian origin but have relevant Indian roots within family.
  • Members of the medical profession or persons distinguished in other sciences who are not eligible as Ordinary Members of the Association.
  • Medical Practitioners of Indian Origin who have had WA relationships during their personal life and professional career, now residing inter-state or overseas and would like to continue an association with WA Indian Docs Inc.
  • Persons admitted under Clause 12.1 shall be Extraordinary Members of the Association and shall be either Visiting or Complimentary Members.
  • Any Member of similar other associations from other Australian States or International countries may be admitted as a Visiting Member.
  • Any Honorary Member of WA Indian Docs Inc who is ordinarily resident in the Area of the Association, but is not entitled to be an Ordinary Member of the Association and any legally qualified medical practitioner or person distinguished in science who is ordinarily resident in the Area of the Association but is not eligible to be an Ordinary Member of the Association may be elected to be a Complimentary Member.
  • The privileges of membership other than that of voting to which Extraordinary Members may be admitted shall be such as shall be prescribed by the Steering Committee or the By-Laws.
  • The mode and condition of election of Extraordinary Members shall be such as may be prescribed by the Steering Committee or the By-Laws.

13.  Associates

  • The Association shall have power to elect (on case-by-case basis) as Associates of the Association persons not eligible for Ordinary Membership of the Association who are graduates of any university or otherwise qualified in any branch or field of science allied to or associated with medical science or with which the practice of medicine is commonly associated.
  • The By-Laws may prescribe the qualifications necessary for a person to be eligible for admission as an Associate and the manner of admission but failing any By-Law in that regard the admission of persons to be Associates shall be by Steering Committee of WA Indian Docs and the Steering Committee office-bearers may determine all questions concerning the eligibility of persons to be Associates.
  • Persons accepted as Associates may be admitted to privileges (not being inconsistent with the provisions of this Constitution or the By-Laws) as may be conferred on them by or under the By-Laws or failing any By-Law as determined by the Steering Committee.
  • An Associate shall not be a member of the Association and no Associate shall act as a member of the Association or be entitled to receive notice of or to be present or to vote at any general meeting of the Association.
  • An Associate shall cease to be an Associate if they become eligible to be an Ordinary Member of the Association and the Steering Committee may at any time terminate the Associateship of any person.

14.  Student Members

  • The Association shall have power to elect medical students as Student Members of the Association and to admit them to privileges (not being inconsistent with the provisions of this Constitution or the By-Laws) as may be conferred on them by the By-Laws or failing any By-Law, as determined by the Steering Committee.
  • Every person who is eligible shall, unless of generally bad character, be entitled to be admitted as a Student Member of the Association and he or she is entitled to remain a Student Member so long as that person complies with this Constitution and the By-Laws.
  • A Student Member shall not be a member of the Association for any purpose and no Student Member shall act as an officer of the Association (other than as a nominated member on a Committee as endorsed by the Steering Committee) or be entitled to receive notice of or to be present or to vote at any general meeting of the Association.
  • A Student Member shall immediately cease to be a Student Member of the Association if and when he or she is qualified to be an Ordinary Member of the Association or if he or she ceases to be a medical student.
  • The By-Laws may prescribe the manner of the admission of persons as Student Members of the Association but failing any By-Law, the admission of persons to be Student Members of the Association shall be by the Steering Committee and the Steering Committee may determine all questions concerning the eligibility of persons to be Student Members.

15.  Application for Membership

  • Every person wishing to be an Ordinary Member shall apply for admission in any form addressed to the Association.
  • The application shall include a nomination by the applicant of those Classes referred to in Clause 35.1 relevant to an individual applicant and include an agreement by the applicant if admitted to abide by the Constitution and By-Laws of the Association and the Constitution and By-Laws of the WA Indian Docs Inc and to pay the relevant annual subscriptions to the Association and so long as the applicant shall remain an Ordinary Member.

16.  Information to Applicants

The Association must inform applicants for membership, in writing, of:

  • the financial obligations arising from membership; and
  • the circumstances, and the manner, in which a member may resign from the Association.

17.  Mode of Election and Annual Subscriptions

  • Members of the Association shall be admitted by the Steering Committee or by Sub-Committee or an office-bearer as authorised by the Steering Committee.
  • Every Ordinary Member shall pay to the Association an annual subscription in respect of his, her or its Association membership (‘the Association subscription’);
  • The annual subscriptions shall be due and payable on a day each year as is determined by the Steering Committee or in the case of Ordinary Members admitted during the year, pro-rata on the date of application and admission to membership.
  • The Association subscriptions shall be of such amounts as may be determined by the Steering Committee from time to time.
  • The Steering Committee shall have power when determining the Association subscription to fix differing levels of annual subscriptions for different types, classes or categories of Ordinary Members as it deems appropriate.
  • The Steering Committee may, at any time during any year, but not later than 6 months from the date upon which the annual subscriptions for that year are due and payable, by resolution, increase the amount of any Association subscription.
  • The amount of the increase shall not exceed 25% of the amount of the Association subscription previously fixed by the Steering Committee for that year.
  • The increased amount determined by the Steering Committee shall be the Association subscription for that year in respect of the Ordinary Members to whom the increase applies in lieu of the Association subscription in respect of Ordinary Members previously fixed by the Steering Committee for that year.
  • Notice of any resolution by the Steering Committee to increase any Association subscription for a year previously fixed by Steering Committee shall be served on the Ordinary Members to whom the increase applies in accordance with clause 50 within one month after the date of the passing of the resolution.
  • The amount by which the Association subscription of such Ordinary Members is increased shall be due and payable by such Ordinary Members to the Association on the date of service.
  • The Steering Committee shall give Members at least 28 days written notice of any proposed resolution regarding an increase in the Association’s subscription previously fixed for that year prior to the Steering Committee’s consideration of any such issue.
  • Despite the provisions of this Clause, the annual subscription payable by each Ordinary Member in respect of his, her or its Association membership must not exceed $2,000.

18.  Duration of Membership

  • Every Member shall remain a Member until his, her or its membership is terminated in accordance with Clause 19.

19.  Termination of Membership

Membership of the Association shall be terminated immediately in any of the following events:

  • Failure to pay subscriptions due to the Association for such period as may be prescribed by the Steering Committee.
  • Upon termination for whatever cause of membership of the WA Indian Docs Inc in accordance with the Constitution and By-Laws of the WA Indian Docs Inc.
  • Membership of the Association may also be terminated in any of the following ways:
  • By resignation subject to such previous notice in writing given to the Association as may be prescribed by the Steering Committee. Any subscriptions or other sums in the nature of fines, levies, penalties or calls payable but not paid by the former Member in relation to the period, not exceeding 6 months, before the former Member’s resignation took effect in the period not exceeding 6 months prior to the date of the commencement of proceedings to recover those sums, may be sued for and recovered in the name of the Association in a Court of competent jurisdiction as a debt due to the Association.
  • By expulsion (after the inquiry and in the manner prescribed by Clause 20) on the ground that the conduct of the Member or in the case of a Member which is a Registered Medical Practitioner:
  • Is detrimental to the honour and/or interests of the medical profession or of the Association or is calculated to bring the profession or the Association into disrepute or contempt.
  • Has grossly contravened the custom of the medical profession.
  • Has wilfully and persistently refused to comply with the Constitution or By-Laws of the WA Indian Docs Inc or has wilfully and persistently refused to comply with or has committed a wilful breach of the provisions of this Constitution or the By-Laws.
  • If a member ceases to hold or retain the qualifications which rendered the Member eligible for membership of the Association, that Member’s membership may at any time be terminated by a resolution of the Steering Committee and upon the passing of that resolution the name of the Member must be removed from the Register of Members.

20.  Expulsion

  • The Steering Committee shall have the power on the representation or complaint of any two Members of the Association or of the General Secretary to expel a Member from membership of the Association pursuant to Clause 19 but a motion for the expulsion of a Member shall only be received and passed or otherwise disposed of at a Special Meeting of the Steering Committee convened for that purpose with not less than one month’s notice and after due inquiry by the Steering Committee or by any Committee authorised or directed in that behalf by the Steering Committee or the By-Laws.
  • At least 14 days notice in writing of the motion shall be given to the Member concerned and the Member or the Nominated Representative of the Member shall be given an opportunity to address the Steering Committee in his, her or its defence.
  • Any subscriptions or other sums in the nature of fines, levies, penalties or calls payable but not paid by any expelled Member in relation to the period, not exceeding 6 months, before the expelled Member’s expulsion from the Association took effect and in respect of the period not exceeding 6 months prior to the date of the commencement of proceedings to recover those sums, may be sued for and recovered in the name of the Association, in a Court of competent jurisdiction, as a debt due to the Association.

21.  Donations or Other Payment for Charitable Objects

  • Donations or other payments for charitable objects and/or to deliver social responsibility shall be made from the WA Indian Docs funds and fund raised from levies for such noble and benevolent causes.
  • Any contributions to the fund shall be voluntary.
  • A Member who does not contribute to the fund shall not be excluded from the benefits of the Association or placed at any disadvantage by reason of failure or refusal to contribute.
  • Any contribution to each levy raised must be voluntary and consent to each levy shall be evidenced in writing.
  • Donations or other payments from the fund shall be applied only for the purpose for which they were raised, unless the Members making the contributions agree to some other application.
  • The Steering Committee must approve the imposing of each levy and the making of each donation or payment and must satisfy itself that the imposing of each levy and the making of each donation or other payment out of the amounts levied is in accordance with the Constitution and By-Laws of the Association.

22.  Entitlement to Inspect Books

Each Member is entitled to inspect the books and documents of the Association but not any of the following:

  • Those relating to personal matters concerning particular individuals;
  • Those relating to personal hardship of any Member;
  • Those containing information relating to matters of ethics or professional conduct concerning a particular individual;
  • Those containing information given to the Association in confidence;
  • Those containing legal advice or any matter that would be privileged from production in legal proceedings on the ground of legal professional privilege.

PART 4- GENERAL MEETINGS

23.  Annual Meetings

The Annual Meeting of the Association shall be held once in every year at a time (not being more than 15 months after the holding of the last preceding Annual Meeting) and place fixed by the Steering Committee.

24.  Ordinary and Extraordinary Meetings

  • Ordinary General Meetings shall be held at times and places as may be determined by the By-Laws. These Meetings shall be called Ordinary Meetings. All other General Meetings shall be called Extraordinary Meetings.
  • The Steering Committee may whenever it thinks fit and shall upon a requisition made in writing by 25% or more members of the total membership base with 25% or more votes that may be cast on the resolution convene an Extraordinary Meeting for the purpose of transacting any business as by statute or by this Constitution or the By-Laws is appointed to be transacted by a General Meeting.
  • Any such requisition shall state the object of the Meeting proposed to be called and the requisition shall be deposited at the Office and/or the Postal Address of WA Indian Docs.
  • Upon receipt of a requisition the Steering Committee shall convene a General Meeting and if it fails to do so within 21 days from the date of the requisition being deposited at the Office, the requisition or 25% or more of them may themselves convene a meeting to be held within two calendar months from the date of deposit for the object specified in the requisition.
  • Extraordinary General Meetings shall also be convened and held as provided for in the Corporations Act.

25.  Notice of Meeting

Where it is proposed to pass a Special Resolution, at least 21 days clear notice and in other cases at least 21 days clear notice of the holding of a General Meeting specifying the place and day and the time of the meeting and in the case of special business the general nature of such business shall be given to the Members entitled to receive notice in the manner provided in this Constitution. The non-receipt of a notice by or the accidental omission to give notice to any Member shall not invalidate the proceedings at any General Meeting.

26.  Business of Annual Meeting

  • The business of an Annual Meeting shall be:
  • The reception, discussion and consideration of the Accounts, Balance Sheets and ordinary Reports of the Steering Committee, and of any committees, sub-committees or working groups or working parties instructed to report to the Meeting and of the Auditors.
  • The declaration by the Chairman of the result of the election of the members of the Steering Committee and the election of Auditors and Officers and other persons as may be required by this Constitution or the By-Laws to be elected at the Annual Meeting.
  • To receive an address by the President if arranged by the Steering Committee and any addresses or communications relative to the medical and allied sciences and the discussion of these addresses or communications as arranged by the Steering Committee.
  • To transact all business required by statute, by this Constitution or the By-Laws.
  • To call for nominations for the positions of Officers of the Association.
  • To appoint a Returning Officer for election of the Officers of the Association.
  • The Steering Committee shall arrange the order of the business of an Annual Meeting and shall fix the times at which matters described in Clause 27.1 shall respectively be considered. At the expiration of the time allowed for any particular business, any portion of business remaining for consideration shall be adjourned by the Chairman without discussion to a time as may be appointed by the Meeting for its resumption.

27.  Special Business of General Meeting

All business transacted at Annual General Meetings other than that specified in Clause 27.1 shall be deemed Special and all business transacted at Ordinary Meetings or Extraordinary Meetings other than papers, addresses, demonstrations, exhibits, and other communications relating to the medical and allied sciences, the presentation of which shall have been arranged by the Steering Committee or other than as provided by the By-Laws shall be deemed Special.

28.   Quorum

  • No business shall be transacted at any General Meeting unless a quorum of Members is present at the commencement of the business and except as provided below, a quorum shall consist of not less than 10 Members.
  • If within a half-hour from the time appointed for the Meeting a quorum of Members is not present, the Meeting if convened upon the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the following week at the same time and place and if at the adjourned Meeting a quorum of Members is not present those present shall be a quorum.

29.   Chairman of General Meeting

  • The President or in his or her absence the Vice-President shall preside as Chairman at every General Meeting of the Association.
  • If at any Meeting the President or Vice-President is not present within 15 minutes after the time appointed for holding the Meeting, the Members present shall choose someone to be Chairman of the Meeting.

30.   Adjournment

The Chairman may with the consent of the Meeting adjourn any business from time to time and from place to place but no business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place.

31.   Voting

  • Every question submitted to a Meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote that he or she may have as a Member.
  • At a General Meeting, unless a poll is demanded by at least 5 Members present at the Meeting, a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book of proceedings of the Association shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such a resolution.
  • If a poll is demanded in accordance with Clause 32.2, the poll shall be taken in a manner and at the time and place as the Chairman of the Meeting directs and either at once or after an interval or adjournment or otherwise and the result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The demand for a poll may be withdrawn. In case of any dispute as to the admission or rejection of a vote, the Chairman shall determine the vote and the determination shall be final and conclusive.
  • The demand for a poll shall not prevent the continuance of the Meeting and the transaction of any business other than the question upon which the poll has been demanded. No poll shall be demanded on the election of a Chairman and a poll demanded on the question of adjournment shall be taken at the meeting without adjournment.
  • An Ordinary Member may vote in person or by proxy. Upon a show of hands every Ordinary Member present in person or the proxy of an Ordinary Member shall have one vote.
  • An instrument appointing a proxy shall only be valid if the appointer completes and signs the proxy form issued by or on behalf of the Returning Officer or Issuing Officer to the appointor for that purpose. If a proxy form is used which has not been issued to the appointor by or on behalf of the Returning Officer or Issuing Officer then that instrument shall not be a valid instrument of proxy.
  • A proxy must be an Ordinary Member of the Association or a Nominated Representative of an Ordinary Member of the Association. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
  • The instrument appointing a proxy shall be deposited at the Office or Postal Address or at such other place in Australia specified for that purpose in the notice convening the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

32.   Form of Proxy

  • Subject to Clauses 32.6 and 32.7, every instrument of proxy whether for an Annual Meeting, an Ordinary Meeting or an Extraordinary Meeting shall as nearly as circumstances will admit, be in or to the effect of the following form:

WA Indian Docs Inc

Of

being an Ordinary Member of the WA Indian Docs Inc

hereby appoint

Of

or failing him/her the Chairman of the meeting as my proxy to vote for me and on my behalf at the (Annual, Ordinary or Extraordinary as the case may be) General Meeting of the Association to be held on the day of and at any adjournment thereof.

SIGNED THIS day of

  • A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or unsoundness of mind of the principal or the revocation of the instrument if no intimation in writing of such death, unsoundness of mind or revocation has been received by the Association at the place where the meeting or adjourned meeting is to be held before the commencement of the meeting or adjourned meeting at which the instrument is used.

PART 5 – STEERING COMMITTEE

33.   Constitution

The constitution, duties, powers and mode of procedure of the Steering Committee shall be determined by this Constitution and shall be determined from time to time by the By-Laws.

34.   Composition of Steering Committee

  • The Steering Committee of the WA Indian Docs Inc will comprise of the following Office-bearers.
  • President
  • Vice President
  • General Secretary
  • Treasurer
  • Committee Members (at least six) for the following portfolios – ICT, Junior Doctors, Communications, Specialist College Liaison and CPD-Education, Scientific Advisory, Charity and Social Responsibility, WA Country Doctor Representative, Events Coordinator; and Rural-Regional and Remote Liaison; Primary Care and Community Liaison
  • WA Indian Docs will have nominated major public and private hospital representatives across all of WA. Such nominations will need to be endorsed by the Steering Committee.
  • All members of the Steering Committee shall retire from office at the Annual Meeting of the Association and in each alternate year thereafter.
  • Subject to the following provisions of this Clause, members of the Steering Committee who retire from office shall, if nominated under the provisions of Clause 36, be eligible for re-election. Notwithstanding any other provision of this Constitution, a Member or Nominated Representative shall not be eligible to be re-elected to the Steering Committee at the next election of the Steering Committee held pursuant to Clause 36 where that member or Nominated Representative will have served as a member of the Steering Committee for six (6) or more consecutive terms or 144 or more consecutive months immediately preceding the declaration of the poll at that election and in so determining whether a member is eligible for re-election to the Steering Committee, where any of those consecutive terms or months includes:
  • any term or period served as a member of the Steering Committee during which that member of the Steering Committee also serves as an Officer of the Association; or
  • any term or period served as a member of the Steering Committee following an appointment pursuant to Clause 40 or any predecessor to Clause 40;

that term or period shall not be counted in calculating the consecutive terms or months to determine eligibility for re-election and any terms or period served immediately before and immediately after that term or period shall be deemed to be consecutive.

35.   Election of Steering Committee

  • At least ten members of the Steering Committee as provided for in Clause 35 shall be elected in the year and in each alternate year thereafter or where the Steering Committee is dismissed pursuant to Clause 37, in the following manner.
  • At least 58 days before the time fixed for the Annual Meeting in each year during which an election of members of the Steering Committee is to take place, within 14 days of the dismissal of the Steering Committee pursuant to Clause 37 or within 14 days of a member of the Steering Committee ceasing to hold office where an election is required to replace that member of the Steering Committee, the Returning Officer must send an election notice by post to all Members of the Association who appear to be entitled to vote in the election.
  • The election notice is to:
  1. state that the election is to be held by the Returning Officer;
  1. invite nominations for the election;
  • include a nomination form and advise where further nomination forms may be obtained;
  1. fix the time and date for the close of nominations in the election;
  1. specify the place where nominations for the election may be lodged;
  1. specify the qualifications needed by candidates in the election and by the persons nominating a candidate;
  • fix the time and date for the close of the membership roll in the election; and
  • fix the time and date for the close of the ballot in the election.
  • The dates fixed in an election notice for the close of nominations, the close of the roll and the close of ballot in the election must, as far as is reasonably practical, comply with the following requirements:
  1. there is to be a period of at least 21 days between the date the election notice is posted to Members and the date for the close of nominations;
  2. the date for the close of the roll is to be not later than the date for the close of nominations;
  • there is to be a period of at least 28 days between the date for the close of nominations and the date for the close of the ballot.
  • Each completed nomination must be in writing and contain the following information:
  • the full name, residential address, telephone number, primary practice address and date of birth of the candidate;
  • the full names residential addresses and signatures of at least 2 nominators, each of whom must fall within the class mentioned in Clause 36 for which the candidate is nominated;
  • the class mentioned in Clause 35 for which the candidate is nominated along with the candidate’s written consent to the nomination.
  • No member or Nominated Representative can be nominated for election in more than one class.
  • Each candidate may, at any time before the close of nominations in the election, submit to the Returning Officer for approval, a candidate information sheet, the contents of which must be verified by the candidate in a statutory declaration. The candidate information sheet shall be contained on a sheet of paper no larger than A4 size. The Returning Officer may reject any material contained in a candidate information sheet which is false, misleading, defamatory or otherwise inappropriate. Each candidate may prepare at the candidate’s own cost for mailing with the ballot paper, copies of the candidate’s information sheet which has been approved by the Returning Officer.
  • If the number of candidates nominated in any class does not exceed the number of members of the Steering Committee to be elected in that class the candidate or candidates nominated in that class shall be declared duly elected. If the number of candidates nominated in any class exceeds the number of members of the Steering Committee to be elected in that class a secret postal ballot for that class shall be conducted.
  • Each ballot paper shall be marked for identification in a manner as the Returning Officer shall determine and shall contain the name of each person nominated in the relevant class and a statement as to the number of candidates to be elected in that class. No Member shall be furnished with a ballot paper other than the one sent to the Member by the Returning Officer except that if the Returning Officer is satisfied that a ballot paper has been destroyed or spoiled the Returning Officer may provide a new ballot paper to replace the one destroyed or spoiled.
  • Each Member shall be entitled to vote only in respect of the class or classes to which that Member or its Nominated Representative belongs.
  • Each Member voting in any class shall indicate the name or names of the candidate or candidates in the relevant class or classes for whom that Member wishes to vote.
  • No Member voting in any class shall vote for more than the full number of candidates required to be elected to fill the vacancies on the Steering Committee in that class and if a Member does so, that Member’s vote shall be informal and shall not be counted, but an informal vote in any one class shall invalidate only the vote in that class in respect of which the informal vote was given.
  • The candidate or candidates up to the number required to fill the vacancy or vacancies in each of the respective classes receiving the greatest number of votes shall be elected. In the event of a tied vote a fresh ballot shall be conducted involving the candidates who achieved the tied vote.
  • The Returning Officer shall ascertain the result of the ballot as soon as practicable after the close of the ballot and prior to the time fixed for the holding of the Annual Meeting in the case where the outgoing members of the Steering Committee are to retire from office at that Annual Meeting.
  • The Steering Committee may at any time resolve that any ballot, poll or election of the Steering Committee may be conducted by electronic or web-based voting system instead of voting by ballot paper.
  • If the Steering Committee resolves to use electronic or web-based voting system it must ensure that:
  1. the system has a secure method of identifying a Member by reference to a personal identification code or similar means of identification allocated to the member; and
  1. the website includes instructions on how to vote; and
  • the website includes the closing date of the vote.
  • The Returning officer is responsible for authorizing all information relating to ballots, polls or election of Steering Committee to be placed on the website.
  • The Returning Officer must send to each person entitled to vote instructions on how to access the electronic voting system, including the internet address of the voting website.
  • The Returning Officer may make alternative arrangements for persons eligible to vote who are unable to participate by electronic means.
  • The Returning Officer must ensure that the means of retrieval of votes from the electronic website is kept secure until the counting of votes begins.
  • If the electronic or web based voting system malfunctions or is interrupted because of technical difficulties, then the Returning Officer may extend the voting period or determine that the ballot is to be held again, either by other electronic means or paper based.
  • The Returning Officer shall following the completion of the election give written notification to the Executive Officer of the Association of the result of the election and in the case of an election of all members of the Steering Committee who are to take office at the Annual Meeting, the result of the election shall be announced to the Annual Meeting by the Chairman of the Annual Meeting and in any other case the Executive Officer shall give written notice of the result of the election to the candidates.
  • All procedure in connection with Steering Committee elections and the election of the Steering Committee which is not specifically provided for in this Constitution shall be governed by the provisions dealing with secret postal ballots contained in the Industrial Relations Act 1979 (WA) and the Industrial Relations Commission Regulations 2005 (WA). Any decision that the Returning Officer is required or permitted to make relating to the taking of a ballot in an election for members of the Steering Committee is final.

36.   Control of Steering Committee by Members

  • The Association may by special resolution dismiss the Steering Committee in accordance with this 37.1.Clause.
  • At any time after the expiration of 6 months from the election of the Steering Committee, the Steering Committee shall on the requisition in writing of not less than 5% of the total number of Members convene an Extraordinary Meeting of the Association to be held not later than 28 days after the date of the deposit of the requisition, for the purpose of considering a special resolution to dismiss the Steering Committee but a requisition pursuant to this Clause may not be lodged within 6 months of the lodgement of a previous requisition pursuant to this Clause.
  • In the event that the Steering Committee is dismissed pursuant to this Clause, an election for the new Steering Committee shall be held in accordance with this Constitution and until the election of a new Steering Committee in accordance with this Constitution, the affairs of the Association shall be conducted by an Interim Executive of 3 members one of whom shall act as Chairman. The members of the Interim Executive, including the Chairman, are to be elected by the Extraordinary Meeting which dismissed the Steering Committee and all the provisions of this Constitution relating to the Steering Committee shall, subject to any necessary changes being made, apply to the Interim Executive.
  • A new Steering Committee which is elected following a dismissal of the Steering Committee pursuant to this Clause shall, subject to this Clause, hold office only for the period of office which the Steering Committee it replaced would have held office had it not been dismissed.

37.   Removal of a Steering Committee Member

  • The Association at a General Meeting may remove a person from office as a member of the Steering Committee if the person is guilty of:
  • misappropriation of the funds of the Association; or
  • a substantial breach of the Constitution or the By-Laws: or
  • gross misbehaviour or gross neglect of duty.
  • Following removal from office, the Association shall, subject to Clause 40, at the same general meeting, elect by simple majority, one of their number to fill the vacant office.

38.   Powers of Incomplete Steering Committee

  • If the number of members of the Steering Committee is incomplete, all the powers conferred on the Steering Committee shall belong to and be exercised by the President, Vice-President and such other members of the Steering Committee as may have been duly elected or appointed.
  • In the case of a vacancy in the Steering Committee occasioned by a failure to elect at an election, the members of the Steering Committee then in office may in their discretion take steps to cause the vacancy to be filled by means of an election by the Members of the Association in the manner provided for in this Constitution or the Steering Committee may themselves appoint a Member of the Association to fill the vacancy. The person so elected or appointed shall, subject to the provisions of Clauses 41.2 to 42.6 inclusive, retain office only until the next Annual Meeting at which members of the Steering Committee are to retire under the provisions of Clause 36.

39.   Casual Vacancy in the Steering Committee

  • Any casual vacancy in the Steering Committee may be filled by the Steering Committee by appointment. If there is more than one candidate for the position the Steering Committee shall elect, by simple majority, one of the candidates to fill the vacant office. Casual vacancies shall be advertised on the WA Indian Docs website and also circulated to the membership distribution list at least one month prior to the Steering Committee meeting at which the casual vacancy will be filled by appointment. Where more than 2 vacancies occur simultaneously, then the casual vacancies must be filled by an election to be conducted in accordance with Clause 36, with any changes to suit the circumstances.
  • Any person appointed or elected to fill a casual vacancy shall retain that office only until the next Annual Meeting at which members of the Steering Committee are to retire under the provisions of Clause 35.

40.   Powers and Duties of Steering Committee

  • The Steering Committee is responsible for determining questions and matters of policy for the Association.
  • The Steering Committee is responsible for establishing Standing and Other Committees as provided for in the Constitution and By-Laws.
  • The Steering Committee is responsible for establishing Special Working Groups as provided for in the Constitution and By-Laws.
  • Special Working Groups recommended under this Constitution are as below (not limited to):
  • Scientific Advisory Group
  • Finance and Revenue
  • ICT (including website) and Communications Group
  • Charity and Social Responsibility
  • Events Coordinator
  • Junior Doctors Advisory Group
  • Each of the Special Working Group will be chaired by an appropriate Steering Committee member.
  • Meetings of Steering Committee as well as Special Working Groups can be conducted as physical meetings or electronic meetings over Skype, Video Conference, Teleconference and other electronic means as appropriate.
  • Upon recommendation from majority of Members, following a General Meeting, the Steering Committee may decide to remunerate the Steering Committee members.
  • A record of attendance of each member of the Steering Committee at its meetings shall be kept and published annually in the Annual Report of the Steering Committee.
  • Proceedings as it thinks fit but it shall meet not less than 4 times in each period of one year during its term of office. The first of such meetings is to be held within a month after the date of each Annual Meeting of the Association or within one week after the election of a new Steering Committee in the case of the dismissal of the Steering Committee pursuant to Clause 37.
  • Meetings of the Steering Committee shall be presided over by the Chairman of the Steering Committee or in the absence of the Chairman of the Steering Committee by the President or in their absence by a Chairman appointed by the meeting from its members.
  • No business shall be transacted at a meeting of the Steering Committee unless at least 5 members are present.
  • Except where otherwise provided in this Constitution or the By-Laws, questions arising at any meeting of the Steering Committee shall be decided by a majority of votes.
  • Each member of the Steering Committee present in person shall have a vote and in the case of an equality of votes, the Chairman shall have a second or casting vote.
  • It shall not be necessary to give notice of a meeting of the Steering Committee to any member who is not in Western Australia.
  • The President may if he or she thinks fit, upon receiving a requisition signed by not less than 5 members of the Steering Committee, specifying the business for which a special meeting of the Steering Committee is required, call together a special meeting of the Steering Committee, but no business shall be transacted at that special meeting other than that for which the special meeting was called.
  • The Steering Committee may continue to act notwithstanding that its number is reduced by death, retirement or otherwise below the full number. If at any time the number of Steering Committee members is reduced below 10, the continuing members shall only act for the purpose of filling up vacancies until there are at least 10 members of the Steering Committee and such vacancies shall be filled in the manner provided for in Clause 40 for the filling of casual vacancies.
  • The office of a member of the Steering Committee shall become vacant if the member of the Steering Committee:
  • becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
  • resigns from office by notice in writing to the Association or refuses to accept office;
  • is removed from office pursuant to Clause 37;
  • is removed from office pursuant to Clause 38;
  • is absent from 3 consecutive meetings of the Steering Committee without the permission of the Steering Committee;
  • dies;
  • ceases to be an Ordinary Member of the Association; or
  • ceases to be a member of the class referred to in Clause 35 in respect of which that member of the Steering Committee was elected to the Steering Committee;
  • otherwise ceases to be eligible to hold office under the Constitution or the By-Laws;

but any disqualifying conditions or any of them may so far as the Corporations Act permits be dispensed with by a resolution of the Steering Committee.

  • The travelling expenses properly incurred by any Steering Committee member in attending meetings of the Steering Committees or any Conference authorised by the Steering Committee shall be paid by the Association. The Steering Committee unanimously shall determine what shall be considered an attendance for the purpose of this Clause.

41.   Auditor

  • The Association shall at every Annual Meeting confirm to the Members that an Auditor has been appointed for the following year.
  • No Office Bearer or member of the Steering Committee shall be capable of acting as the Auditor.
  • The Auditor shall be nominated and appointed and his or her duties regulated in accordance with the Corporations Act.
  • Any casual vacancy in the office of Auditor may be filled by the Steering Committee members, but while any such vacancy continues any continuing Auditor may act.

42.   Notices

  • A notice may be served by the Association upon any Member either personally or by sending it through email or through the post in a prepaid letter envelope or wrapper addressed to the Member at his, her or its address in Western Australia that is last known to the Association.
  • No notice of Meetings or other proceedings of the Association shall be required to be served on any Member who has no address in Western Australia known to the Association.
  • Any notice sent by post shall be deemed to have been served on the day following that on which the letter, envelope or wrapper containing the same was posted and in proving service, it shall be sufficient to prove that the letter, envelope or wrapper containing the notice was properly addressed and put into the post office. A certificate in writing signed by the Secretary of the Association that the letter or wrapper containing the notice was so addressed and posted shall be conclusive evidence. Where a given number of days’ notice or notice extending over any other period is required to be given, the day of service shall be counted in the number of days or period.

43.   Seal

The Steering Committee members shall provide for the safe custody of the Seal of WA Indian Docs and the Seal shall not be used except pursuant to a resolution of the Steering Committee members and in the presence of two members of the Steering Committee each of whom shall sign every instrument to which the Seal is affixed.

PART 6- COMMITTEES

44.   Sub- Committees

  • The Steering Committee at its first meeting after each Annual Meeting of the Association or at its first meeting after an election of the Steering Committee following a dismissal of the Steering Committee pursuant to Clause 37 shall appoint Sub-Committees, as deemed appropriate, which may each include one or more persons who are not members of the Steering Committee or of the Association subject to clause 52.2.
  • The Steering Committee shall determine the name, composition, powers, duties, quorum and rules regulating these Committees.
  • Subject to the provisions of the Constitution and By-Laws, the majority of the members of any committee established by the Steering Committee pursuant to Clause 52.1 must be Members of the Steering Committee and/or members of WA Indian Docs.
  • Each member of the Steering Committee shall be appointed to be and shall serve as a member of one or more Sub-Committees.
  • Membership of the Sub-Committees will be determined through an Expression of Interest process across all members of WA Indian Docs Inc.
  • Except as otherwise determined by the Steering Committee pursuant to this Clause, each Sub-Committee may meet, convene its meetings, adjourn and otherwise regulate its proceedings as it thinks fit and if no quorum is fixed 2 members shall form a quorum.
  • Questions arising at any meeting of a Sub-Committee shall be decided by a majority of votes and in the ease of an equality of votes the Chairman shall have a second or casting vote.
  • Sub-Committees may make recommendations to the Steering Committee.
  • Sub- Committees are not entitled to make a determination of policy for the Association but may provide advice to the Steering Committee in any area falling within its jurisdiction to assist the Steering Committee in making a determination of policy of the Association. A resolution in writing signed by all the members of a Sub-Committee shall be deemed equivalent to a resolution passed at a meeting of the Standing Committee duly convened and held.

45.   Other Committees

  • The Association or the Steering Committee shall have power to appoint other committees with such powers it deems necessary or convenient and to fix the quorum for meetings and lay down the rules for regulating the proceedings of such Committees.
  • A Committee is not entitled to make a determination of policy for the Association but may provide advice to the Steering Committee in any area falling within its jurisdiction to assist the Steering Committee in making a determination of policy for the Association.
  • Subject to any such rules, any Committee appointed may meet, convene its meetings, adjourn and otherwise regulate its proceedings as it thinks fit. If no quorum be adopted, 2 members of a Committee shall form a quorum.
  • The Steering Committee shall appoint a Convenor of each Committee appointed pursuant to this Clause, who shall chair meetings of the Committee and in the absence of the Convenor, the Committee shall elect one of its number to chair that meeting.
  • Questions arising at any meeting of a Committee shall be decided by a majority of votes and in case of an equality of votes the Convenor shall have a second or casting vote. A resolution in writing signed by all the members of a Committee shall be deemed equivalent to a resolution passed at a meeting of the Committee duly convened and held.
  • Any vacancy occurring in the membership of any Committee shall be filled by the members of WA Indian Docs Inc through an Expression of Interest process.

46.   Special Groups

  • The Steering Committee may form or promote the formation within the Association of Special Groups Members having distinctive professional interests and may dissolve these Groups or any of them.
  • Special Interest Groups will include the following but not limited to :
  • Scientific Advisory Group
  • Finance and Revenue
  • ICT (including website) and Communications Group
  • Charity and Social Responsibility
  • Events Coordinator
  • Junior Doctors Advisory Group
  • The objects of any such Group shall be all or any of the following:
  • The collection, propagation and dissemination by and amongst members of the Group of scientific knowledge, information and data and such other analogous scientific and incidental purposes as the Steering Committee may approve;
  • The promotion advancement and maintenance of the particular professional, practice, general and social interest of the members of the Group by such means and in such manner as the Steering Committee may approve; and
  • Such other matters and purposes incidental to the foregoing or any of them as the Steering Committee may approve.
  • The circumstances conditions and manner in, under or upon which respective Groups may be formed carried on and/or dissolved and the qualifications for membership thereof and the rights privileges restrictions and obligations of such respective groups and/or the members thereof shall be such as shall from time to time be determined or prescribed by the By-Laws. If there is no such By-Law, such matters shall be determined by the Steering Committee and the Association shall have full power to make any such By-Laws and the provisions of Clause 55 of this Constitution shall in all respects govern, extend and apply to any such By-Law made.
  • Members of the Association who are members of any Special Group referred to in 54.4.Clause 54.3 shall during their membership observe and conform to any By-Laws made and any conditions or directions imposed or given by the Australian Medical Association relating to that Special Group.

47.   By-Laws

  • Subject to any relevant law or this Constitution, the constitution and mode of government of the Association, all matters relating to medical ethics, the rights and obligations of each Member and any separate body of Members, the election or appointment, duties, powers and privileges of all officers and of all Sub-Committees and governing and administrative bodies of the Association, the election or appointments of Members or other persons to represent the Association at relevant state, national and international forums and in any other body corporation institution or organisation in which the Association has or may have the right or privilege of being represented shall be such as may be prescribed and determined by or in accordance with the By-Laws and the By-Laws may be added to, amended, altered or repealed by the Association in General Meeting. The Association in General Meeting shall be deemed to have full power to make By-Laws on all such matters and on all other matters relating to the affairs of the Association or for the purpose of carrying out its objects and all By-Laws so made and for the time being in force shall be binding on the Members of the Association as if they formed part of this Constitution and shall have full effect accordingly.
  • No resolution of a General Meeting to make any addition to or any amendment, alteration or repeal of any By-Law or to make any new By-Law shall have any operation unless:
  • The proposal to make the resolution shall have been:
  1. previously approved by the Steering Committee;
  2. submitted to the General Meeting by the Steering Committee; and
  • published by the Steering Committee for the information of the Members not less than 21 days before the day of holding the General Meeting; and
  • the resolution of the General Meeting shall have been carried by a majority of not less than two-thirds of the votes given.

48.   Winding Up

If upon a winding up or dissolution of the Association there remains any property of the Association after satisfaction of all its debts and liabilities, that property shall not be paid to the members of the Association but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, which is charitable at law and which has rules prohibiting the distribution of its assets and income to its members.

49.   DGR Revocation

If the organisation is wound up or its endorsement as a deductible gift recipient (DGR) is revoked (whichever occurs first), any surplus of the following assets shall be transferred to another organisation with similar objects, which is charitable at law, to which income tax deductible gifts can be made:

  1. gifts of money or property for the principal purpose of the organisation
  2. contributions made in relation to an eligible fundraising event held for the principal purpose of the organisation
  3. money received by the organisation because of such gifts and contributions.’

50.   Indemnity and Insurance

  • To the extent permitted by law, and unless the Steering Committee members in its absolute discretion resolves that the circumstances do not justify indemnification, the Association must indemnify each person who is, or has been, an officer or employee of the Association (to the extent that the officer or employee is not otherwise indemnified) against all liability incurred by that person as an officer or employee:
  • to any person (other than the Association or a related body corporate) unless the liability arises out of conduct involving a lack of good faith; or
  • for costs and expenses incurred by the person in defending proceedings, whether civil or criminal, in which judgement is given in favour of the person or in which the person is acquitted or in connection with an application, in relation to such proceedings in which the Court grants relief to the person under the Corporations Act.
  • The indemnity provided for in Clause 50.1 applies to a liability incurred after the date of adoption of this Constitution and the indemnity provided for in the Constitution prior to the adoption of this Constitution applies to a liability incurred on or before the date of adoption of this Constitution.
  • To the extent permitted by law, the Association may pay or agree to pay a premium in respect of a contract insuring a person who is, or has been, an officer or employee of the company against a liability incurred by the person as such an officer or employee, including, but without limiting the generality of the foregoing a liability for costs and expenses incurred by the person in defending proceedings, whether civil or criminal and whatever their outcome.
  • For the purposes of Clause 50 only:
  • ‘officer’ means:
  1. a Director/Office-Bearer;
  2. an alternate Director/Office-Bearer;
  • a Steering Committee member; and
  1. a Secretary.
  • ‘related body corporate’ has the same meaning as in section 9 of the Corporations Act.

51.   Removal under Section 203D of the Corporations Act 2001

  • In accordance with section 203D of the Corporations Act, the Association may, by resolution passed in a general meeting, remove an Office Bearer from office before the end of the Office Bearer’s period of office.
  • Notice of an intention to move on the resolution to remove the Office Bearer must be given to the Association at least 2 months before the meeting is to be held. However, if the Association calls a meeting after the notice of intention is given, the meeting may pass the resolution even though the meeting is held less than two months after the intention is given (subject to compliance with Clause 51.3.)
  • At least 21 days’ notice must be given to members of the Association of a meeting at which a resolution will be moved to:
  • Remove a Director/Office-Bearer under section 203D; or
  • Appoint a Director/Office-Bearer in place of a Director/Office-Bearer removed under that section.
  • As soon as practicable after receiving notice of an intended resolution to remove a Director/Office-Bearer under this Clause, the Association shall send a copy of the notice to the Director/Office-Bearer concerned, and the Director/Office-Bearer is entitled to be heard on the resolution at the meeting.
  • When notice is given in accordance with clause 51.4, and the Director/Office-Bearer concerned makes written representations to the Association (not exceeding a reasonable length) and requests that the representations be notified to Members of the Association, the Association shall, unless the representations are received by it too late for it to do so:
  • state, in any notice of the resolution given to Members of the Association, that the representations have been made; and
  • send a copy of the representations to every Member of the Association to whom notice of the meeting has been or is sent.
  • If a copy of the representations is not sent because they were received too late or because of the Association’s default, the Director/Office-Bearer may, without prejudice to any right to be heard orally, require that the representations be read out at the meeting.
  • Notwithstanding the preceding provisions of this Clause, copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the Association or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this Clause are being abused to secure needless publicity for defamatory matter.
  • On an application under Clause 51.7, the Court may order that the costs of the applicant be paid in whole or in part by the Director/Office-Bearer, even if the Director/Office-Bearer is not a party to the application.
  • A vacancy created by the removal of a Director/Office-Bearer under this Clause, if not filled at the meeting at which the Director/Office-Bearer is removed, may be filled as a casual vacancy.
  • A person appointed as a Director/Office-Bearer in place of a person removed under this Clause shall be treated, for the purpose of determining the time at which that person or any other Director/Office-Bearer is to retire, as if that person had become a Director/Office-Bearer on the day on which the person in whose place that person is appointed was last appointed a Director/Office-Bearer.

52.   Powers and Duties of the Steering Committee

  • The business of the Association is managed by the Steering Committee who may exercise all powers of the Association that this Constitution, the By-Laws and the Corporations Act do not require to be exercised by the Association in general meeting.
  • Without limiting the generality of clause 52.1, the Steering Committee may exercise all powers of the Association to:
  • borrow money;
  • charge any property or business of the Association;
  • issue debentures or give any other security for a debt, liability or obligation of the Association or any other person;
  • guarantee or become liable for the payment of money or the performance of any obligation by any other person;
  • approve membership of the Association; and
  • establish, cancel or alter the provision of the membership services of the Association.
  • The Steering Committee shall keep true accounts of all sums of money received and expended by the Association and of the matters in respect of which receipt and expenditure take place and of the property credits and liabilities of the Association.
  • The Steering Committee shall annually prepare a balance sheet and financial statement of the Association for the past year and a report of the general state and proceedings of the Association for the past year. The Balance Sheet and Statement shall be audited by the Auditors.
  • The travelling expenses properly incurred by any Director/Office-Bearer in attending meetings of the Steering Committee or any Conference approved by the Steering Committee shall be paid by the Association. The Steering Committee shall determine what shall be considered an attendance for the purpose of this Clause.
  • A loan, grant or donation must not be made by the Association unless the Steering Committee members:
  • Have satisfied themselves:
  1. That the making of the loan, grant or donation would be in accordance with the other provisions of the Constitution and By Laws; and
  1. In the case of a loan – that, in the circumstances, the security proposed to be given for the repayment of the loan is adequate and the proposed arrangements for the repayment of the loan are satisfactory; and
  • Has approved the making of the loan, grant or donation.
  • Paragraph 52.6(a) does not apply in relation to payments made by the Association pursuant to Clauses 41.14 or 61.5 or payments by way of provision for, or reimbursement of, out-of-pocket expenses incurred by persons for the benefit of the Association.
  • Subject to law, the Steering Committee does not have the power to determine Association policy but may provide advice to the Steering Committee in relation to policy matters.

53.   Meetings of the Steering Committee

  • A record of attendance of each member of the Steering Committee at it meetings shall published annually in the report of the Steering Committee.
  • The Steering Committee may meet, convene its meetings, adjourn and otherwise regulate its proceedings as it thinks fit but it shall meet not less than nine times in each period of one year during its term of office with the first of such meetings to be held within four weeks, or sooner if Steering Committee thinks fit, after the election of the Office-Bearers.
  • The Board shall be presided over by the Chairman.
  • A Director/Office-Bearer may call a meeting of the Steering Committee by giving reasonable notice to every other Director/Office-Bearer.

54.   Quorum

  • A Quorum for a Steering Committee meeting is the majority of Office-Bearers from time to time.
  • Questions arising at any Steering Committee meeting shall except where otherwise provided in this Constitution or the By-Laws be decided by a majority of votes.
  • Each member of the Steering Committee present in person shall have one vote and in the case of an equality of votes the Chairman shall have a second or casting vote.
  • The travelling expenses properly incurred by all Steering Committee members attending meetings of the Steering Committee shall be defrayed out of the general funds of the Association.

55.   Chairman

  • The President for the time being, or in the President’s absence, the Vice President, shall be the Chairman of Steering Committee meetings.
  • If:
  • there is no President or Vice President; or
  • neither the President nor Vice President are present within 15 minutes after the time appointed for the Steering Committee meeting to begin; or
  • the President or Vice President are not willing to act as Chairman of the Steering Committee meeting,
  • the Office-Bearers present may elect, by simple majority, a Chairman of the Steering Committee meeting.