Copyright Australasian College of Ent Physicians.
Constitution
AUSTRALASIAN COLLEGE OF EAR, NOSE AND THROAT PHYSICIANS
COMPANY LIMITED BY GUARANTEE
CONSTITUTION
ADOPTED …22/3/2011
SUITE 513, LEVEL 5
71-73 ARCHER STREET, CHATSWOOD 2067
TEL: +61 2 9415 2260
FAX: +61 2 9415 2211
1 NAME
The name of the College is the “Australasian College of Ear, Nose and Throat Physicians”
2 INTERPRETATION
2.1 In these regulations
“ENT Physician” means Ear, Nose and Throat Physician.
“Constitution” means these regulations as for the time being in force;
“The Board” means the board of directors of the College for the purposes of the Corporations Act being the whole or any number (not being less than a quorum) of the board of the College for the time being acting as such in accordance with these regulations;
“College” means the College established or continued in existence under these regulations, being the “Australasian College of Ear, Nose and Throat Physicians”.
“Corporations Act” means the Corporations Act of 2001 or any other statutory modification, amendment or re-enactment thereof for the time being in force applicable to the College and any amended or re-enacted;
“Member” means a member for the time being of the College appearing as such in the register of members and includes Full Members, Associate Members and Retired Members.
“Seal” means the Common Seal of the College.
“Secretary” means any person for the time being appointed by the Board to perform the duties of a secretary of the College.
“Australasian” means the States and Territories of Australia and New Zealand.
2.2 Unless the contrary intention appears in the Constitution:
2.2.1 words importing the singular include the plural, and words importing the plural include the singular.
2.2.2 words importing a gender include every other gender;
2.2.3 words used to denote persons generally or importing a natural person include any company, corporation, body corporate or other body (whether or not the body is incorporated);
2.2.4 a reference to a person includes that person’s successors, legal personal representatives and permitted transferees;
2.2.5 a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; and
2.2.6 where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
2.3 Headings and boldings are for convenience only and do not affect its interpretation.
2.4 The Constitution is to be interpreted subject to the Corporations Act. However, the rules that apply as replaceable rules to companies under the Corporations Act do not apply to the College.
2.5 Unless the contrary intention appears, a word or expression in a provision that is defined in section 9 of the Corporations Act has the same meaning in the Constitution as in that section.
2.6 A Member is to be taken to be present at a general meeting if the Member is present in person or by proxy, attorney or Representative.
3 OBJECTS
3.1 The objects for which the College is established are:
3.1.1 the cultivation and promotion of excellence in Australasia of the practice of Ear, Nose and Throat Physician and associated aspects of Medicine and Surgery and related Sciences;
3.1.2 to encourage and/or promote research, education and may undertake training programmes and workshops in the practice of Ear, Nose and Throat Physician, associated aspects of Medicine and Surgery and related Sciences;
3.1.3 to collect and disseminate information relating to the practice of Ear, Nose and Throat Physician whether by way of publishing by print or electronic means any newspapers, periodicals, books, leaflets, web based information or otherwise;
3.1.4 to establish prizes for the encouragement of scientific work related to the practice of Ear, Nose and Throat Physician out of the funds of the College or out of the funds donated for that purpose.
3.1.5 to confer and co-operate with other bodies having altogether or in part similar objectives as the Board decides;
3.1.6 to provide an opinion on matters concerning the field of Ear, Nose and Throat Physician and related sciences for the public welfare;
3.1.7 to provide administrative and other assistance and services to Members;
3.1.8 to make representation about legislation and to public officials and others on matters relating to the field of ENT
Physician and related sciences.
4 COLLEGE POWERS
Solely for the purpose of carrying out the objects set out in Clause 3, the College, may, in any manner permitted by the Corporations Act:
4.1 exercise any power;
4.2 take any action; and
4.3 engage in any conduct or procedure,
which, under the Corporations Act a College limited by guarantee may exercise, take or engage in if authorised by its constitution.
5 INCOME AND PROPERTY
5.1 Distributions to Members
The income and property of the College, however derived, shall be applied solely towards the promotion of the objects of the College as set forth in Clause 3 and no portion of the income or property of the College shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to any Member.
5.2 Payment for Services Rendered
Nothing in Clause 5.1 prevents the payment in good faith or remuneration to any officer or servant of the College or to any Member in return for any services requested by the College actually rendered to the College nor for goods supplied in the ordinary and usual course of business nor prevents the payment of interest at a commercial rate on money borrowed from any Member.
5.3 Payments to Directors
5.3.1 The directors shall not be paid by way of remuneration for their services except where:
(a) reimbursement for out-of-pocket expenses incurred in carrying out the duties of a director
shall be paid where payment does not exceed any
amount previously approved by the Board
(b) payment for any service rendered to the College
Board in a professional or technical capacity shall be made where the provision of that service has the prior approval of the Board and the amount
payable is approved by a resolution of the Board
and is on reasonable commercial terms; and
(c) payment as an employee of the College shall be
made where the terms of employment have been
approved by resolution of the Board.
5.4 Payments to members
5.4.1 Payment for any service rendered to the College by a member, in a professional or technical capacity, or reimburse- ment for out-of-pocket expenses incurred in carrying out the services rendered, shall be made where the provision of that service has the prior approval of the Board and the amount payable is approved by a resolution of the Board and is on
reasonable commercial terms.
5.5 Payments to other entities
Nothing in Clause 5.3 and 5.4 prevents the College making a payment to another society, body corporate or incorporated entity of which a director of the College is a member (“Entity”). However, the College shall not make a payment to an Entity if a
Director of the College holds more than one-hundredth part of the capital of the Entity.
6. LIMITED LIABILITY
The liability of the members is limited.
7. LIMIT OF CONTRIBUTION BY MEMBERS IN WINDING UP
Every member of the College undertakes to contribute to the property of the College in the event of the same being wound up while he or she is a member, or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the College contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding one hundred dollars ($100).
8. EXCESS PROPERTY ON WINDING UP
8.1 If upon the winding-up or dissolution of the College there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members of the College, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the College, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the College under or by virtue of Clause 5 hereof, such institution or institutions to be determined by the members of the College at or before the time of dissolution, and in default thereof by court application for determination, and if and so far as effect cannot be given to the aforesaid provision, then to some charitable object.
8.2 The institutions objects referred to in this clause shall be confined to institutions, organisations and objects approved by the Commissioner of Taxation (“Commissioner”) as qualifying for:
8.2.1 income tax exemption status pursuant to Division 50; and
8.2.2 tax deductibility status pursuant to Sub-Division 30-B
Section 30-20 (items 1.1.1 and 1.1.2) and Section 30-45
inclusive,
of the Income Tax Assessment Act 1936 and the Income Tax
Assessment Act 1997 (as amended).
9. ACCOUNTS AND AUDIT
9.1 The Board shall, in accordance with the requirements of the Corporations Act:
9.1.1 cause proper accounting and other records to be kept, and
9.1.2 cause to be made out and laid before each annual general meeting of the College a balance sheet and profit
and loss account made up to a date not more than five
months before the date of the meeting, or such other date
as may from time to time be prescribed by the Corporations Act.
9.2 Once at least in every year, the accounts of the College shall be
examined and the correctness of the balance sheet ascertained
by one or more properly qualified Auditor or Auditors (their duties regulated in accordance with the requirements of the
Corporations Act).
10. MEMBERSHIP
The membership of the College shall consist of the following classes:
10.1 Full Members;
10.2 Associate Members;
10.3 Retired Members.
11. FULL MEMBERSHIP
11.1 Medical practitioners who are Ordinary Members, Senior Members, or Life Members of the Australian Society of Otolaryngology – Head and Neck Surgery
or Full Members of The New Zealand Society of Otolaryngology
Head and Neck Surgery and wholly practice as an Ear Nose and
Throat Physician with no operating sessions shall be eligible for Full membership.
11.2 Application for Full Membership shall be on an Official
Application Form obtainable from the Secretary of the College.
11.3 Acceptable documentary proof of Ordinary, Senior or Life membership of The Australian Society of Otolaryngology – Head & Neck Surgery or full membership of New Zealand Society of Otolaryngology – Head & Neck Surgery shall be furnished with the Application Form.
11.4 The Applicant shall forward the completed Application Form
to the secretary of the College. It will then be presented to the
Board for consideration at its next meeting or teleconference.
The Secretary shall then notify the Applicant of the status of the
Application.
11.5 The Board reserves the right to seek additional information from
an Applicant for the purposes of determining an application for
membership.
11.6 In the event of the Board being unable to form a determination on an Application, the Application shall be presented to an Annual General Meeting of the College.
11.7 Full members shall pay a membership subscription as determined by the Board. Full members shall be eligible to
exercise a vote.
12 ASSOCIATE MEMBERSHIP
12.1 Medical Practitioners who are active in practice as Ear, Nose and Throat Physicians and Surgeons, and are Ordinary, Senior or Life Members of The Australian Society of Otolaryngology – Head & Neck Surgery or Full Members of the New Zealand Society of Otolaryngology – Head & Neck Surgery, and undertake operative sessions, shall be eligible for Associate membership.
12.2 An Associate Member can apply for Full Membership when operative sessions cease being part of his/her practice.
12.3 An Associate Member shall not be eligible to exercise a vote
and are not eligible to be an Office Bearer.
12.4 An Associate Member shall pay membership subscription as
determined by the Board.
13. RETIRED MEMBERSHIP
13.1 A Full Member of the College who fully retires from all clinical practice may apply to the Board for election as a Retired Member. A Full Member who becomes a Retired Member is eligible to exercise a vote and be an office bearer. An Associate Member who fully retires from clinical practice is not eligible to become a Retired Member. The Retired Members shall pay membership subscription as determined by the Board.
14 ADMISSION TO MEMBERSHIP
14.1 The Board may, in its absolute discretion, accept or reject an application for any and all classes of membership and shall (through the Secretary or otherwise) advise the applicant of its decision, but is not bound to give any reason for the rejection of any application. The Board’s decision shall be final, conclusive and binding on the applicant and shall not be subject to any challenge or review whatsoever.
14.2 When a person has been accepted to become a Full Member, Associate Member or Retired Member the Secretary shall forthwith send the applicant a request for payment of the
entrance fee (if any), first annual subscription (if any) and levy
(if any).
14.3 Every person who, being eligible to become a member in accordance with the regulations, becomes a member upon:
14.3.1 Formal approval; and
14.3.2 agreeing in writing to become a Member, Associate
Member or Retired Member as applicable; and
14.3.3 paying such entrance fees, annual subscriptions or
levies as are required under these regulations.
15 RESIGNATION, TERMINATION & EXPULSION OF MEMBERSHIP
15.1 Resignation
15.1.1 Any Full Member, Associate Member or Retired Member wishing to resign their membership of the College shall give notice in writing of the intention addressed to the
Secretary.
15.1.2 Any Full Member, Associate Member or Retired Member
who has resigned from the College and wishes to rejoin
shall make application as specified elsewhere in these
regulations.
16.2 Termination
19.2.1 Membership of the College ceases if:
(a) the Full Member, Associate Member or Retired Member dies;
(b) the Full Member, Associate Member or Retired Member gives notice of resignation in writing to the Secretary;
(c) the Board passes a resolution for the expulsion of the Member pursuant to Clause 16.3; or
(d) the Full Member, Associate Member or Retired Member has not paid dues after being requested in writing three (3) times to do so. After consideration by the Board, the Secretary shall, in writing, inform the member of his/her status in the College.
16.3 Expulsion
16.3.1 The Board may be resolution censure, fine, suspend or expel a Full Member, Associate Member or Retired Member from the College in any of the following situations;
(a) if the Full Member, Associate Member or Retired Member wilfully refuses or neglects to comply with any provisions of the Constitution; or
(b) if the Full Member, Associate Member or Retired Member is guilty of any other conduct which in the opinion of the Board is unbecoming of a Full Member, Associate Member or Retired Member or prejudicial to the interests of the College.
16.3.2 A resolution of the kind referred to in this clause will have no effect unless:
(a) the Full Member, Associate Member or Retired Member to whom the resolution relates is given at least two week’s notice of the Board’s intention to consider the resolution and the substance of what is alleged against the Full Member, Associate Member or Retired Member;
(b) the Board meets after giving the Full Member, Associate Member or Retired Member notice under Clause 16.3.2(a) to consider the resolution; and
(c) at the Board meeting which considers the resolution, and before the passing of the resolution, the Full Member, Associate Member or Retired Member has an opportunity to give orally or in writing such explanation or defence as the Full Member, Associate Member or Retired Member may think fit.
16.3.3 A Full Member, Associate Member or Retired Member who is the proposed subject of a resolution of the kind referred to in Clause 16.3 may by notice in writing lodged with the Secretary at least seven (7) days before the time for the holding of the Board meeting at which such resolution is to be considered elect to have the question dealt with by the Members in general meeting who have the power to exercise a vote.
16.3.4 If an election of the kind referred to in Clause 16.3.3 is
made, the Board shall call a general meeting to consider
the resolution to censure, fine, suspend or expel the Full Member, Associate Member or Retired Member. Such
resolution will be effective, and the Full Member, Associate
Member or Retired Member will be censured, fined,
suspended or expelled accordingly, if passed by at least
two-thirds of those present and voting (such vote to be
taken by ballot).
16.3.5 The decision of the Board or of the Full Members and Retired Members in general meeting, as the case may be, in relation to any resolution of the kind referred to in this clause shall be final, conclusive and binding on the Full Member, Associate Member or Retired Member and shall not be subject to any challenge or review whatsoever.
16.3.6 On resignation, termination or expulsion a Full Member,
Associate Member or Retired Member shall remain liable
for and shall pay to the College all money which at the time of the person ceasing to be a Full Member, Associate Member or Retired Member may be due to the College.
17 CONDUCT OF MEMBERS AND MEMBERSHIP GENERALLY
17.1 At all times while a Full Member’s, Associate Member’s or Retired Member’s membership of the College is current the person is bound by and must comply in all respects with any code of conduct or ethics approved by the Board, including amendments or additions to the code of conduct or ethics as may be notified by the Board to Full Members, Associate Members or Retired Members from time to time.
17.2 The Board may dissolve any present or future class or classes of membership of the College and may create new or further
class or classes of membership.
17.3 The Board may from time to time temporarily or permanently close any class of membership.
17.4 Membership is not transferable.
17.5 No Full Member, Associate Member or Retired Member may without the prior written authority of the Board or the Board’s duly
authorised delegate purport to speak on behalf of or represent
the College at any meeting, consultation, forum or other
gathering.
18 SUBSCRIPTIONS
18.1 The Board shall fix the annual subscriptions which shall be
payable in advance by Full Members, Associate Members or Retired Members on the first day of January each year;
18.2 On election to membership the person may be required to pay
an entrance fee to be decided by the Board;
18.3 If elected to membership of the College after 30 June of any year the person shall pay half the annual subscription.
19 LEVIES
19.1 In the event of special expenses being incurred in the promotion
of any of the objectives of the College, the Board shall have the
power to impose a levy on Full Members and Associate Members.
19.2 The amount of any such levy shall not exceed 25% of the annual subscription of the Full Member or Associate Member in any one year unless approved by Members in general meeting.
20 FINANCIAL YEAR
The Financial Year of the College shall be from 1 January to 31 December.
21 GENERAL MEETINGS
21.1 An Annual General Meeting of the College shall be held in
accordance with the provisions of the Corporations Act within the first five (5) months of the close of the financial year of the
College. All general meetings, other than the Annual General
Meetings, shall be called extraordinary general meetings.
21.2 An extraordinary general meeting may be held at the request
of the President or three members of the Board or twelve (12)
Members and/or Retired Members and in default subject to
Variations of Corporations Act.
21.3 Subject to the provisions of the Corporations Act relating to
special resolutions and agreements for shorter notice, twenty
one (21) days’ notice at the least (exclusive of the day on which
the notice is served or deemed to be served, and exclusive of
the day for which notice is given) specifying the place the day and the hour of meeting and in case of special business the
general nature of that business shall be given to such persons
as are entitled to receive such notices from the College.
21.4 Except for ‘ordinary business’, all business transacted at an
extraordinary general meeting or at an annual general meeting
shall be ‘special’.
21.5 The ordinary business to be conducted at an annual general meeting shall be:
21.5.1 to receive and consider accounts, balance sheets and the reports of the directors and of the auditors and of any other documents required by law to be laid before the meeting;
21.5.2 to elect directors in place of those retiring or ceasing to hold office; and
21.5.3 to transact any other business which under these regulations of the provisions of the Corporations Act ought to be transacted at an annual general meeting.
21.6 At an annual general meeting only ordinary business and any special business set out in the notice of meeting shall be transacted.
21.7 Subject to the provisions of the Corporations Act, and of these regulations, not less than 21 clear days notice of a general meeting shall be given to members, directors, and auditors of the College, specifying the place, day and hour of the meeting and in the case of special business the general nature of that business. Such notice to be given in accordance with the provisions of the Corporations Act.
21.8 The accidental omission to give notice of a general meeting to, or the non-receipt of any such notice by, any of the required recipients shall not invalidate any resolution passed at any such meeting.
22 POSTAL BALLOTS
Subject to the provisions of the Corporations Act, whenever the Board thinks fit it may submit any question or resolution to the vote of all Members entitled to a vote at a general meeting of the College by means of a postal ballot in such form and returnable in such manner as the Board decides. A resolution approved by a majority or specific majority of the Members voting by such ballot shall have the same force and effect as such a resolution would have if carried by such a majority or specific majority at a duly constituted general meeting of the College competent to pass such a resolution.
23 PROCEEDING AT GENERAL MEETINGS
23.1 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, 2 members being Full Members and/or Retired Members present in person shall be a quorum. For the purposes of this clause Full Members or Retired Members includes a Full Member or Retired Member with voting rights attending as a proxy for a Full Member or Retired Member.
23.2 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon a requisition pursuant to Clause 21.2, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same place and time, or to such other day and at such other time and place as the Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Full Member/s and/or Retired Member/s present shall be a quorum.
23.3 The President shall preside as Chairperson at every general meeting of the College, or if there is no President, or if that person is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall be the Chairperson, or if the Vice-President is not present or is unwilling to act then the voting members present shall elect one of their number to be Chairperson of the meeting.
23.4 The Chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting 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. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
23.5 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
23.5.1 by the Chairperson; or
23.5.2 by at least three Full Members and/or Retired Members present in person or by proxy.
23.6 Unless a poll is so demanded a declaration by the Chairperson that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the College shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.
23.7 If a poll is duly demanded it shall be taken in such a manner and either at once or after an interval or adjournment or otherwise as the Chairperson directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a Chairperson or on a question of adjournment such poll shall be taken forthwith.
23.8 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.
23.9 Members with voting rights may vote by proxy. A proxy must be a member with voting rights.
23.10 On a show of hands every person present who is a member being entitled to vote shall have one vote.
23.11 No member shall be entitled to vote at any general meeting if his or her annual subscription shall be more than 12 months in arrears at the date of the meeting.
23.12 A member being entitled to vote shall appoint a proxy in writing (as indicated in Clause 23.13). A proxy must be a member of the College with voting rights. The instrument appointing a proxy shall be deemed to confer authority to demand or join the demanding of a poll.
23.13 Where it is desired to afford members entitled to vote an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit (appointments which do not meet the requirements of the Corporations Act, to be accepted at the discretion of the Board.
Australasian College of Ear, Nose and Throat Physicians
I,________________________________________________
of _______________________________________________
being a Full Member/Retired Member of the above named
College, hereby appoint:______________________________
or failing him or her:_________________________________
as my proxy to vote for me on my behalf at the (Annual General
Meeting or extraordinary, as the case may be) of the College to
held on the _______ day of _________20__ and at any
adjournment thereof in relation to the following resolution:
This form is to be used in favour of / against the resolution.
(Strike out whichever is NOT desired).
(Unless otherwise instructed, the proxy may vote as he/she
thinks fit on my behalf.)
Dated this _____________day of ______________20___
Signed:_________________________________________
23.14 The instrument appointing a proxy shall:
23.14.1 be deposited at the registered office of the College, or at such other place as specified for that purpose in the Notice convening the meeting, not less than twenty four (24) hours before the time for holding the meeting or adjourned meeting at which the member with voting rights named in the Instrument proposes to vote, or, in the case of a poll, not less then twenty four (24) hours before the time appointed for the taking of the poll, and in default the Instrument of proxy shall not be treated as valid.
23.14.2 be deemed to confer authority to demand or join in demanding a poll. A Full Member/Retired Member shall be entitled to instruct the Member’s proxy, being a Full Member or Retired Member, to vote in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may vote as the proxy thinks fit; and
23.14.3 be taken to confer that a vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or the revocation of the instrument or of the authority under which the instrument was executed, if no intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the College at its registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.
24 MINUTES OF PROCEEDINGS
24.1 Minutes of all proceedings of general meetings and of meetings of directors shall be entered, within one month after the relevant meeting is held, in books kept for that purpose and shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting.
24.2 Any minute so entered and purporting to be so signed shall be prima facie evidence of the proceedings to which it relates.
24.3 Where minutes have been so entered and signed then, unless the contrary is proved:
24.3.1 the meeting shall be deemed to have been duly convened and held;
24.3.2 all proceedings that are recorded in the minutes as having taken place at the meeting shall be deemed to have duly taken place; and
24.3.3 all appointment of officers or auditors that are recorded in the minutes as having been made at the meeting shall be deemed to have been validly made.
25 OFFICE BEARERS
25.1 The following office bearers namely:
25.1.1 the President
25.1.2 the Vice-President
25.1.3 the Treasurer
25.1.4 the Secretary
shall be elected annually by the Board at a meeting of the Board to be held annually prior to the Annual General Meeting of the College but not more than seven days before such Annual General Meeting and such appointment to commence at the end of the next Annual General meeting and expire at the end of the Annual General Meeting of the College held in the following year.
25.2 For the purpose of election, the Board must elect a replacement from among the Full Members/Retired Members. On a Board resolution to fill a vacant office:
25.2.1 each director present in person is entitled to one vote;
25.2.2 no director may appoint another as his or her proxy;
25.2.3 election of the office bearer will be by majority of votes cast; and
25.2.4 subject to Clauses 25.2.1, 25.2.2 and 25.2.3 and Clauses 25.1 and 25.4 the Board shall determine the method of election of office bearers from time to time.
25.3 The immediate Past President shall be an office bearer during the tenure of his or her successor on completion of his or her full term of office.
25.4 An outgoing President or Vice-President shall be entitled to apply for re-election provided that they shall not hold that office for more than three (3) consecutive years.
25.5 An outgoing Treasurer or Secretary shall be entitled to apply for re-election provided that they shall not hold that office for more than six (6) consecutive years.
25.6 Save for the office of Immediate Past President, all positions on the Board shall become vacant at the beginning of the meeting of the Board to be held each year prior to the Annual General Meeting of the College. All vacant positions shall be filled in accordance with the provisions of Clause 25.2, provided that subject to the Corporations Act all vacating members shall be entitled to re-election, subject to Clause 25.4 and 25.5. All appointments shall commence at the end of the next Annual General Meeting of the College and expire at the end of the Annual General Meeting of the College held in the following year.
26 DIRECTORS
26.1 The affairs of the College shall be managed and conducted by the Board consisting of the following directors (who must be Full Members or Retired Members):
26.1.1 the President
26.1.2 the Vice-President
26.1.3 the Immediate Past President
26.1.4 the Treasurer
26.1.5 the Secretary
26.1.6 other Full Members or Retired Members of the College as may be determined by the Board, provided the number of directors at any one time does not exceed eight (8).
26.2 The Treasurer shall
26.2.1 receive all moneys due to the College and make all payments ordered by the Board keeping an account of all such receipts and payments:
26.2.2 after seeking the direction of the Board, manage the money of the College not immediately required;
26.2.3 supervise the various insurances, including director’s and officer’s liability insurance for the prudent running of the College;
26.2.4 shall present an audited financial report of the college at the Annual General Meeting, such report being duly entered in the minutes.
26.2.5 at the end of each year advise members of the subscription due for the following year and the date on which it falls due after approval of the Board.
26.2.6 carry out such other duties required by the Board.
26.3 The Secretary shall amongst other things have the following duties:
26.3.1 ensure that accurate minutes are kept of all formal business meetings of the College;
26.3.2 issue notices of all resolutions, decisions and amendments to the Constitution;
26.3.3 notify new members of their election and ensure that members are notified of official appointments;
26.3.4 issue notices of meetings;
26.3.5 maintain a register of members; and
26.3.6 carry out such other duties required by the Board.
26.4 The directors who are in office on the date these regulations are adopted by the College continue in office until their positions are vacated in accordance with Clause 25.
27 PROCEEDINGS OF THE BOARD
27.1 The business of the College shall be managed by the Board which may pay all expenses incurred in promoting and registering the College, and may exercise all such powers of the College as are not, by the Corporations Act or by these regulations, required to be exercised by the College in general meeting, and for the purpose may make regulations governing the conduct of the affairs of the College subject however to the provisions of these regulations of Association, to the provisions of the Corporations Act and to such regulations being not inconsistent with the aforesaid regulations and provisions, and to such other regulations as may be prescribed by the College in general meeting; but no regulation made by the College in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.
27.2 The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. The Secretary shall on the requisition of a member of the Board summon a meeting of the Board. It shall not be necessary to give notice of a meeting of the Board to a director whom the Secretary, when giving the notice to the other directors, reasonably believes to be outside the Commonwealth of Australia or New Zealand.
27.3 Subject to these regulations questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by a majority of the members of the Board shall for all purposes be deemed a determination of the Board. In the case of an equality of votes the Chairperson of the Meeting shall have a second or casting vote.
27.4 A director who has a material personal interest in a matter that relates to the affairs of the College must give the other directors notice of the interest unless section 191 (2) of the Corporations Act says otherwise.
27.5 A director who has a material personal interest in a matter that is being considered at a director’s meeting must not be present while the matter is being considered at the meeting, or vote on the matter, unless permitted to do so under Section 195 of the Corporations Act.
27.6 Nothing contained in the foregoing provisions of this clause shall prohibit or in any way restrict a director being present at, being counted in a quorum and/or from voting at any meeting of the Board in circumstances where it is not unlawful or is permissible to do so under the Corporations Act.
27.7 No act of the Board of the College (including any contract, agreement or arrangement entered into by the College) shall be void or voidable by reason only of a failure of the directors or any of them to comply with:
27.7.1 the provisions of Clause 27.1 or 27.2; or
27.7.2 the provisions of Division 2 of Part 2D.1 of the Corporations Act.
27.8 The quorum necessary for the transaction of the business of the Board shall be 2.
27.9 The continuing members of the Board may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by or pursuant to these regulations as the necessary quorum of the Board, the continuing member or members may act for the purpose of increasing the number of members of the Board to that number or on summoning a general meeting of the College, but for no other purpose.
27.10 The President shall preside as Chairperson at every meeting of the Board, or if there is no President, or if at any meeting he/she is not present within Fifteen minutes after the time appointed for holding the meeting the Vice-President shall be Chairperson or if the Vice-President is not present at the meeting then the members may choose one of their number to be Chairperson of the meeting.
27.11 Reimbursement of reasonable and proper expenses actually incurred by a member on College business, that has been authorised by the Board prior to that College business being undertaken, shall be made by the Treasurer after receipt of appropriate documentation.
27.12 Payment of reasonable and proper remuneration may be made to a member of the Board where the Board is of the opinion that such services of that member are pre-eminently desirable in the interests of the College.
27.13 In addition to Clause 25, the office of a member of the Board shall become vacant if the member:
27.13.1 ceases to be a member of the Board by virtue of the Corporations Act;
27.13.2 becomes bankrupt or makes an arrangement or composition with his creditors generally;
27.13.3 becomes prohibited from being a director of a College/Entity by reason of any order made under the Corporations Act;
27.13.4 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;
27.13.5 resigns his or her office by notice in writing to the College;
27.13.6 for more than six months is absent without permission of the Board from meetings of the Board held during that period;
27.13.7 ceases to be a Full Member or Retired Member of the College;
27.13.8 holds any office of profit under the College or receives any payment from the College except as permitted under and in accordance with these regulations;
27.13.9 is removed from office by resolution of the members pursuant to the provisions of the Corporations Act; or
27.13.10 is directly or indirectly interested in any contract or proposed contract with the College provided, however, that a member shall not vacate his or her office by reason of being a member of any corporation, society or association which has entered or proposes to enter into a contract with the College if such corporation, society or association is among the class of companies referred to in the proviso to Clause 4 and if he/she shall have declared the nature of his/her interest in a manner required by the Corporations Act.
27.14 When a position becomes vacant under Clause 25.6 and 27.13, the Board must at the Board meeting where the vacancy arises (or otherwise at the first reasonable opportunity) elect from among the Full Members and Retired Members a replacement to hold the vacant office. On a Board resolution to fill a vacant office:
27.14.1 each director present in person is entitled to one vote;
27.14.2 no director may appoint another as his or her proxy; and
27.14.3 election of the office bearer will be by majority of votes cast.
27.15 The Board shall control the College’s funds and manage its financial affairs.
27.16 The Board shall cause minutes to be made:
27.16.1 of all appointments of officers and servants;
27.16.2 of names of members of the Board present at all meetings of the Board and the names of members present at all meetings of the College;
27.16.3 of all proceedings at all meetings of the College and the Board.
Such minutes shall be signed by the Chairperson of the meeting at which the proceedings were held or by the Chairperson of the next succeeding meeting.
27.17 All acts done by any meeting of the Board, by any committee, by any advisory committee or by any person acting as a member of the Board shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Board or person acting as aforesaid, or that the members of the Board or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Board.
27.18 A resolution in writing signed by all the directors for the time being entitled to receive notice of meetings of the Board shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held provided that the directors signing the resolution would constitute a quorum and would have power to pass such resolution at a meeting of the Board. Any such resolution may consist of several documents in similar form each signed by one or more directors. Any such document sent by a director by facsimile transmission, or other means of communication approved by the directors, shall be deemed to have been signed by such director and to suffice for the purpose of this clause.
27.19 The contemporaneous linking together by telephone, video-
conferencing or any other technology of a number of the directors not less than a quorum shall be deemed to constitute
a meeting of the directors and all the provisions hereof as to
meetings of the directors shall apply to such meetings by such
technology as long as the following conditions are met:
27.19.1 all the directors for the time being entitled to receive notice of a meeting of the Board shall be
entitled to notice of such meeting and to be linked
by the relevant technology for the purpose of the
meeting;
27.19.2 notice of any such meeting may be given by
telephone, facsimile, e-mail or other form of
technology;
27.19.3 each of the directors taking part in such meeting must be able to hear each of the other directors
taking part in the meeting; and
27.19.4 at the commencement of the meeting each director
must acknowledge his or her presence for the
purpose of a meeting of the directors to all the other directors taking part.
27.20 A meeting of the directors using a form of technology in accordance with Clause 27.2 is deemed to have been held at the place determined by the chairperson of the meeting, provided that at least one of the directors who took part in the
meeting was at that place for the duration of the meeting.
27.21 The Board may delegate any of its powers to sub-committees consisting of members of the College or members of the Board as the Board thinks fit. Any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board. All members of such sub-committees shall have one vote in the sub-committee. A sub- committee may elect a Chairperson of its meeting from one of their number present if a Chairperson has not been elected by the Board. If the Chairperson is not present within ten minutes after the time appointed for holding the meeting the members present may choose one of their number to the the Chairperson of that meeting.
27.22 The College may hold Scientific Meetings independently or in conjunction with an organised body of Otorhinolaryngologists or any other group or society approved by the Board. Only Medical Practitioners or Medical students can register at a Scientific Meeting of the College. The Board may authorise the Registration fees for attendence at the Scientific meetings of the College. The College may publish papers read before the College.
28 SEAL
The Board shall provide for the safe custody of the seal, which shall only be used by the authority of the Board.
29 NOTICES
29.1 A notice may be given by the College to any member either,
personally or by sending it by post to him or her at his or her
registered address, or to the address supplied by him or her to
the College for the giving of notices to him or her. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a
letter containing the notice, and to have been effected in the case of a notice of a meting on the day after the date of its
posting, and in any other case at the time at which the letter
would be delivered in the ordinary course of post.
29.2 Notice of every general meeting shall be given in any manner
herein before authorised to:
29.2.1 every voting member except those members who
(having no registered address) have not supplied
to the College an address for giving of notices to
them; and
29.2.2 the auditory or auditors for the time being of the
College.
29.3 No other person shall be entitled to receive notices of general
meetings.
30 LIABILITY, INSURANCE & INDEMNITY
30.1 For the purpose of this Clause 30
30.1.1 “officer” means every person who at any time is or has at any time been:
(a) a director or Secretary of the College; or
(b) a person:
(1) who makes, or participates in making, decisions that affect the whole, or a substantial part, of the affairs of the College; or
(2) who has the capacity to affect
significantly the College’s financial
standing; or
(c) in accordance with whose instructions or wishes the Directors are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the directors of the Society); and
30.1.2 “to the relevant extent” means:
(a) to the extent the College is not precluded by law from doing so;
(b) to the extent and for the amount that the
Officer is not otherwise entitled to be indemnified and is not actually indemnified by another person (including, in particular, an insurer under any insurance policy); and
(c) where the liability is incurred in or arising out of the conduct of the business of another corporation, or in the discharge of the duties of the Officer in relation to
another corporation, to the extent and for the amount that the Officer is not entitled to be indemnified and is not actually indemnified out of the assets of that
corporation.
30.2 To the extent permitted by the Corporations Act the College will pay a premium in respect of a contract insuring a person who is or has been an officer of the College against any liability incurred by the officer in, or arising out of, the conduct of the
business of the College, or in or arising out of, the discharge of
the duties of the Officer in accordance with these regulations and those duties imposed by the Corporations Act.
30.3 The College shall indemnify each officer out of the assets of the
College to the relevant extent against any liability, incurred by
the Officer in or arising out of the conduct of the business of the
College, or in or arising out of the discharge of the duties of the
Officer. For the purposes of the indemnity “liability” means all
liabilities, losses, damages, costs, charges, expenses and
penalties of any kind including, but not limited to, liability for
negligence, also for legal costs incurred in defending any
proceedings (whether civil, criminal, judicial or administrative) or
appearing before any court, tribunal, government authority or
otherwise.
30.4 Where the directors consider it appropriate, and to the extent to
which the College is not precluded by law from doing so, the
College may execute a deed of indemnity in such terms as the
directors consider appropriate, in favour of any officer.
TABLE OF CONTENTS
1 NAME 2
2 INTEPRETATION 2
3 OBJECTS 3
4 COLLEGE POWERS 4
5 INCOME AND PROPERTY 5
6 LIMITED LIABILITY 6
7 LIMIT OF CONTRIBUTION BY MEMBERS IN WINDING UP 6
8 EXCESS PROPERTY ON WINDING UP 6
9 ACCOUNTS AND AUDIT 7
10 MEMBERSHIP 7
11 FULL MEMBERSHIP 7
12 ASSOCIATE MEMBERSHIP 8
13 RETIRED MEMBERSHIP 9
14 ADMISSION TO MEMBERSHIP 9
15 RESIGNATION, TERMINATION & EXPULSION OF 9
MEMBERSHIP
16 CONDUCT OF MEMBERS & MEMBERSHIP GENERALLY 11
17 SUBSCRIPTIONS 12
18 LEVIES 12
19 FINANCIAL YEAR 12
20 GENERAL MEETINGS 12
21 POSTAL BALLOTS 14
22 PROCEEDINGS AT GENERAL MEETINGS 14
23 MINUTES OF PROCEEDINGS 17
24 OFFICE BEARERS 18
25 DIRECTORS 19
26 PROCEEDINGS OF THE BOARD 20
27 NOTICES 25
28 LIABILITY, INSURANCE & INDEMNITY 26
