CONSTITUTION OF AUSTRALIAN ASSOCIATION FOR ACADEMIC GENERAL PRACTICE

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CONSTITUTION OF

AUSTRALIAN ASSOCIATION

FOR ACADEMIC GENERAL PRACTICE

NAME

The name of the association shall be "Australian Association for Academic General Practice" (in these Rules called "the Association")

OBJECTIVES

To promote and develop discipline of general practice through:

a. encouraging originality, questioning and exploration of ideas within teaching and research environments.

b. providing a forum for exchange of information and ideas.

c. Encouraging shared academic activities.

d. Fostering and supporting career development in academic general practice

e. Supporting the continuing development of academic general practice

DEFINITIONS

3. (1) In these rules, unless the contrary intention appears-

"Act" means the Association Incorporation Act 1981;

"Committee" means the committee of management of the Association;

"Financial year" means the year ending on 30 June;

"General meeting" means a general meeting of members convened in accordance with Rule 12;

"Member" means a member of the Association;

"Ordinary member of the Committee" means a member of the committee who is not an officer of the Association under Rule 19:

"Regulations" means regulations under the Act;

"Relevant Documents" has the same meaning as in the Act.

(2) In these Rules, a reference to the Secretary of an Association is a reference-

if a person holds office under these Rules as Secretary of the Association –to that person; and,
in any other case, to the public officer of the Association.

ELIGIBILITY FOR MEMBERSHIP

4. (1) All full time and part time staff of university departments and other recognised institutions who are involved in teaching and/or research in general practice.

(2) All other teachers and researchers in the field of general practice.

MEMBERSHIP, ENTRY FEES AND SUBSCRIPTION

5. (1) A person who applies and is approved for membership as provided in these Rules is eligible to be a member of the Association on payment of the annual subscription as determined by the members at the Annual general meeting of the Association.

(2) A person who is not a member of the Association at the time of incorporation of the Association (or who was a member at the time but has ceased to be a member) must not be admitted to membership unless-

he or she applies for membership in accordance with sub-rule (3); and
the admission as a member is approved by the committee.

(3) An application of a person for membership of the Association must-

be made in writing in the form set out in Appendix 1
be lodged with the Secretary of the Association.

(4) As soon as practicable after the receipt of an application, the Secretary must refer the application to the committee.

(5) The committee must determine whether to approve or reject the application.

(6) If the committee approves an application for membership, the Secretary must, as soon as practicable-

notify the applicant in writing of the approval for membership; and
request payment within 28 days after receipt of the notification of the sum payable under these Rules as the first year’s annual subscription.

(7) The Secretary must, within 28 days after receipt of the amounts referred to in sub-rule (6), enter the applicant’s name in the register of members.

(8) An applicant for membership becomes a member and is entitled to exercise the rights of membership when his or her name is entered in to register of members.

(9) If the committee rejects an application, the committee must, as soon as practicable, notify the applicant in writing that the application has been rejected.

(10) If the committee approves an application, the committee must, as soon as practicable, notify the applicant in writing that the application has been approved.

(11) A right, privilege, or obligation of a person by reason of membership of the Association-

is not capable of being transferred or transmitted to another person; and
terminates upon cessation of membership whether by death or resignation or otherwise.

(12) The annual subscription is payable in advance on or before the 1^st January, in each year, and no entrance fee shall be payable.

REGISTER OF MEMBERS

6. (1) The Secretary must keep and maintain a register of members containing-

the name and address of each member; and
the date on which each member’s name was entered in the register.

(2) The register is available for inspection free of charge by any member on request.

(3) A member may make a copy of the entries in the register.

CEASING MEMBERSHIP

7. (1) A member of the Association who has paid all moneys due and payable by a member to the Association may resign from the Association by giving one month’s notice in writing to the Secretary of his or her intention to resign.

(2) After the expiry of the period referred to in sub-rule (1)-

the member ceases to be a member; and
the Secretary must record in the register of members the date on which the member ceased to be a member.

DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS

8. (1) Subject to these Rules, if the committee is of the opinion that a member has been guilty of conduct prejudicial to the interests of the Association, the committee may expel that member from the Association.

(2) A member who is expelled by the Committee shall have the right of appeal to the Association.

(3) The appeal must be in writing to the Secretary and shall be dealt with by teleconference.

DISPUTES AND MEDITATION

9. (1) The grievance procedure set out in this rule applies to disputes under these Rules between-

a member and another member; or
a member and the Association.

(2) The parties to the dispute must discuss the matter in dispute by teleconference, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.

(3) If the parties are unable to resolve the dispute by teleconference, then the parties must, within 10 days, hold a teleconference with a mediator.

(4) The mediator must be a member of the Association-

chosen by agreement between both the parties; or
in the absence of agreement, a member appointed by the Committee of the Association.

(5) The mediator cannot be a member who is a party to the dispute.

(6) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(7) The mediator must not determine the dispute.

(8) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act otherwise at law.

ANNUAL GENERAL MEETINGS

10. (1) The notice convening the annual general meeting must specify that the meeting is an annual general meeting.

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

to confirm the minutes of the previous annual general meeting and of any general meeting held since that meeting; and
to receive from the Treasurer the annual finance report; and
to receive from the President an annual report; and
to receive from the committee any other reports upon the transactions of the Association during the last preceding financial year; and
to elect officers of the Association and the ordinary members of the committee; and
to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.
to determine the date, time and place of the next annual scientific meeting and of the next annual general meeting of the Association.

(3) The annual general meeting may conduct any special business of which notice has been given in accordance with these Rules.

(4) Two members from the State in which the next annual general meeting will take place shall be appointed by the committee to organise the scientific sessions, the annual meeting and a dinner.

OTHER MEETINGS

11. Members may hold local and special interest meetings from time to time other than at the annual general meeting. These sub groups of members may make recommendations to the annual general meeting.

NOTICE OF GENERAL MEETINGS

12. (1) The Secretary of the Association, at least 14 days, or if a special resolution has been proposed at least 21 days, before the date fixed for holding a general meeting of the Association, must cause to be sent to each member of the Association, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.

(2) Notice may be sent by electronic transmission ("e-mail").

(3) No business other than that set out in the notice convening the meeting may be conducted at the meeting.

(4) A member intending to bring any business before a meeting may notify by electronic transmission, the Secretary of the business, who must include that business in the notice calling the next general meeting.

QUORUM AT GENERAL MEETINGS

13. (1) No item of business may be conducted at a general meeting unless a quorum of members entitled under these Rules to vote is present at the time when the meeting is considering that item.

(2) Thirty (30) members representing at least three States personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting.

PRESIDING AT GENERAL MEETING

14. (1) The President, or in the President’s absence, the Secretary, shall preside as Chairperson at each general meeting of the Association.

(2) If the President and the Secretary are absent from a general meeting, or are unable to preside, the members present must select one of their number to preside as Chairperson.

VOTING AT GENERAL MEETINGS

15. (1) Upon any question arising at a general meeting of the Association, a member has one vote only.

(2) All votes must be given personally, or by proxy, or by postal ballot.

(3) In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.

(4) A member is not entitled to vote at a general meeting unless the member has paid the annual subscription payable in respect of the current year.

(5) Proxies and postal ballots may be given by facsimile transmission or electronic transmission ("e-mail").

MANNER OF DETERMINING WHETHER RESOLUTION CARRIED

16. If a question arising at a general meeting of the Association is determined on a show of hands-

a declaration by the Chairperson that a resolution has been-

i. carried; or

ii. carried unanimously; or

iii. lost; and

an entry to that effect in the minute book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

PROXIES

17. (1) Each member is entitled to appoint another member as a proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

(2) The notice appointing the proxy must be in the form set out in Appendix 2.

COMMITTEE OF MANAGEMENT

18. (1) The affairs of the Association shall be managed by the committee of management.

(2) The committee-

shall control and manage the business and affairs of the Association; and
may, subject to these Rules, the Act and the Regulations, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association; and
subject to these Rules, the Act and the Regulations, has power to perform all such acts and things as appear to the committee to be essential for the proper management of the business and affairs of the Association.

(2) Subject to Section 23 of the Act, the committee shall consist of-

the officers of the Association; and
two ordinary members who shall be State representatives-

each of whom shall be elected at the annual general meeting of the Association in each year.

OFFICE HOLDERS

19. (1) The officers of the Association shall be

a President;
a Treasurer;
a Secretary; and
an Editor of the newsletter.

(2) The provisions of Rule 21, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any other offices referred to in sub-rule (1).

(3) Each officer of the Association shall hold office until the annual general meeting next after the date of his or her election but is eligible for re-election.

(4) In the event of a casual vacancy in any office referred to in sub-rule (1), the committee may appoint one of its members to the vacant office and the member appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of the appointment.

ORDINARY MEMBERS OF THE COMMITTEE

20. (1) An ordinary member of the committee shall represent each State or Territory.

(2) Subject to these Rules, each ordinary member of the committee shall hold office until the annual general meeting next after the date of election but is eligible for re-election.

(3) In the event of a casual vacancy occurring in the office of an ordinary member of the committee, the committee may appoint a member of the Association to fill the vacancy and the member appointed shall hold office subject to these Rules, until the conclusion of the annual general meeting next following the date of the appointment.

ELECTION OF OFFICERS AND ORDINARY COMMITTEE MEMBERS

21. (1) The Secretary shall call for nominations of candidates for election of officers of the Association or as ordinary members of the committee at least six weeks prior to the annual general meeting and such nominations must be-

made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
delivered to the Secretary of the Association not less than 7 days before the date fixed for the holding of the annual general meeting.

(2) A candidate may only be nominated for one office, or as an ordinary member of the committee, prior to the annual general meeting.

(3) If sufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations may be received at the annual general meeting.

(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

(5) If the number of nominations exceeds the number of vacancies to be filled, a ballot by e-mail must be held.

(6) The e-mail ballot for the election of officers of the Association shall be conducted amongst all financial members and for the election of State representatives amongst financial members of the relevant State.

VACANCIES

22. The office of an officer of the Association, or of an ordinary member of the committee, becomes vacant if the officer or member-

ceases to be a member of the Association; or
becomes an insolvent under administration within the meaning of the Corporations Law; or
resigns from office by notice in writing given to the Secretary.

MEETINGS OF THE COMMITTEE

23. The Committee must meet at least 3 times in each year at such place and times, or by teleconference, as the committee may determine.

NOTICE OF COMMITTEE MEETINGS

24. (1) Written notice of each committee meeting must be given to each committee member at least 2 business days before the date of the meeting.

(2) Written notice must be given to members of the committee of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting.

QUORUM FOR COMMITTEE MEETINGS

25. (1) Any 4 members of the committee constitute a quorum for the conduct of the business of a meeting of the committee.

(2) No business shall be conducted unless a quorum is present.

(3) If within half an hour of the time appointed for the meeting a quorum is not present-

in the case of a special meeting-the meeting lapses
in any other case-the meeting shall stand adjourned to the same place and the same time and day in the following week.

(2) The committee may act notwithstanding any vacancy on the committee

PRESIDING THE COMMITTEE MEETINGS

26. At meetings of the committee-

the President; or
if the President is absent or unable to preside, the members present much choose one of their number to preside.

VOTING AT COMMITTEE MEETINGS

27. (1) Questions arising at a meeting of the committee, or at a meeting of any sub-committee appointed by the committee, shall be determined on a show of hands, or if a member requests, by a poll taken in such manner as the person presiding at that meeting may determine.

(2) Each member present at a meeting of the committee, or at a meeting of a sub-committee appointed by the committee (including the person presiding the committee, is entitled to one vote and, in the event of equality of votes on any question, the person presiding may exercise a second or casting vote

REMOVAL OF COMMITTEE MEMBER

28. (1) The Association in general meeting may, by resolution, remove any member of the committee before the expiration of the member’s term of office and appoint another member in his or her place to hold office until the expiration of the term of the first mentioned member.

(2) A member who is the subject of a proposed resolution referred to in sub-rule (1) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.

(3) The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting.

MINUTES OF MEETINGS

29. The Secretary of the Association must keep minutes of the resolutions and proceedings of each general meeting, and each committee meeting, together with a record of the names of the persons present at committee meetings

ALTERATION OF THE RULES

30. These rules and the statement of purposes of the Association must not be altered except by special resolution of the members in accordance with the provisions of the Act.

FUNDS

31. (1) The Treasurer of the Association must-

(a) collect and receive all moneys due to the Association and make all payments authorised by the Association; and

(b) keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.

(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two members of the committee.

(3) The funds of the Association shall be derived from annual subscriptions, donations and such other sources as the committee determines.

SEAL

32. (1) The common seal of the Association must be kept in the custody of the Secretary.

(2) The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures of at least two committee members or, one member of the committee and of the public officer of the Association.

NOTICE TO MEMBERS

33. Any notice that is required to be given to a member, by or on behalf of the Association, under these rules may be given by e-mail.

WINDING UP

34. In the event of the winding up or cancellation of the Incorporation of the Association, the assets of the Association must be disposed of in accordance with provisions of the Act

CUSTODY AND INSPECTION OF THE BOOKS AND RECORDS

35. (1) Except as otherwise provided in these Rules, the Secretary must keep in his or her custody or under his or her control all books, documents and securities of the Association.

(2) All accounts, books, securities and other relevant documents of the Association must be made available for inspection free of charge by any member upon request.

(3) A member may make a copy of any accounts , books, securities and other relevant documents of the Association.

Appendix 1

Membership Application Form

Appendix 2

FORM OF APPOINTMENT OF PROXY

I, ………………………………………………………………………………………

(name)

of …………………………………………………………………………………..

(address)

being a member of Australian Association for Academic General Practice

(name of the Incorporated Association)

appoint ………………………………………………..…………………………

(name of proxy holder)

of …………………………………………………………………………………..

(address of proxy holder)

being a member of that Incorporated Association, as my proxy to vote for me on my behalf at the annual/special* general meeting of the Association, to be held on

………………………………………………………………………………..

(date of meeting)

and at any adjournment of that meeting.

My proxy is authorised to vote in favour of/against* the following resolution ……………………………………………………………………………………

…………………………………………………………………………………………

(insert details of resolution)

Signed …….………………………………

Date ……………………………………….

*Delete if not applicable