CONSTITUTION

PART 1 - DEFINITIONS

1. NAME
1.1 The name of the association shall be the Australian School Library Association Incorporated (hereafter called “the association”).

1.2 The letters ASLA shall be the recognised contraction for the name of this association.

2. INTERPRETATION
This constitution and its regulations should be read with reference to and explanation in the Association Handbook.

In this constitution and in the regulations promulgated by its authority unless the contrary intention appears or the context does not permit:
2.1 “Association” means The Australian School Library Association Incorporated.

2.2 “National Council” means The National Council of the Australian School Library Association Incorporated, constituted and elected hereafter provided.

2.3 “School library association” means an organisation of persons including those employed in school libraries in the Commonwealth of Australia including its Territories and recognised as such by the association.

2.4 “Member Associations” means a school library association of any Australian State or Territory recognised as a member of the association.

2.5 “Financial year” means the year ending on 30 June.

 2.6 “Societal Affiliate” of the association means a body representing a national interest in education, school librarianship or librarianship which had been invited by ASLA to enter into such a relationship and which has subsequently met the required ASLA conditions.

2.7 “Office-bearer” means the President, Vice President(s), Secretary and Treasurer of the association.

2.8 The “Executive Committee” shall comprise that group of persons appointed in accordance with the provision of Section 17 of this constitution.

2.9 The “National Council” shall comprise that group of persons appointed in accordance with the provision of Section 16 of this constitution.  The “committee” of the association is the National Council and shall, at all times, act in the best interests of the association.

2.10 An “extraordinary meeting” of National Council shall be dealt with under Sections 28 to 35.

2.11 “Observer” means a person invited by the association or Member Association to be present at its meetings without the right to vote or hold office.

2.12 “Employee” means a person who is contracted by the association to deliver services towards the achievement of the association’s objectives and who is paid by way of remuneration for services rendered according to the contract schedule.

2.13 “Section” means a division of this constitution under a separate heading and “sub-section” means a division on any section of this constitution.

2.14 The “Act” means the Associations Incorporation Act 1991 and the “regulation” means the Associations Incorporation Regulation 1991.

2.15 Words or terms importing the singular shall include the plural and vice versa and words or terms importing the masculine gender shall include the female and neuter genders.

3. OBJECTIVES
3.1 Be the national authority in the field of school library resource services and teacher librarianship.

3.2 Establish, review and maintain national standards and guidelines for school library resource services.

3.3 Promote an understanding of the aims, needs and educational significance of school library resource services and teacher librarianship.

3.4 Maintain the awareness of Government bodies of the needs and educational significance of school library resource services and advise them on all matters concerning school library resource services and teacher librarianship.

3.5 Promote the continuing professional development of teacher librarians nationwide.

3.6 Promote research in the field of school library resource services and teacher librarianship nationwide.

3.7 Develop, write and publish materials which will promote the development of school library resource services and teacher librarianship.

3.8 Cooperate and liaise with other associations and bodies with similar aims and fields of interest.

3.9 Seek grants and raise money by any other means the association thinks fit and apply funds to purposes within the aims and objectives of the association.

PART 2 – MEMBERSHIP

4. Membership qualifications
4.1 To be eligible for recognition as a Member Association by the association a Member Association will be an incorporated school library association of any Australian State or Territory which seeks representation on behalf of its members and is able to fulfil the required terms and conditions as described in the Association Handbook.

4.2 The Member Association has applied for membership in accordance with section 5 and has been approved for membership of the association by the National Council of the association.

5. Membership application
5.1 An application for membership of the association must be made by the president of an incorporated school library association of any Australian State or Territory and must be lodged with the secretary of the association.

5.2 As soon as is practicable after receiving the application for membership, the secretary must refer the application to the National Council which must decide whether to approve or to reject the application.

5.3 If the National Council approves an application for membership, the secretary must as soon as practicable after that decision notify the president of the school library association of that approval and request the applicant to pay within 28 days after receipt of the notification the sum payable under this constitution the first year’s annual membership fee.

5.4 The secretary must, on payment by the applicant of the amounts mentioned in subsection 3, oversee the entry of the applicant’s name in the register of members and, on the name being so entered, the applicant becomes a Member Association of the association.

6. Membership entitlements
6.1 Each Member Association shall have the right to appoint three delegates to attend meetings of the association and such appointment of delegates will be effective from the day the secretary of the association receives notice in writing from the Member Association of the appointments.

6.2 One of the three delegates appointed by the Member Association shall be the National Councillor of the National Council and will be the only person with the authority to a vote at a meeting of the association.

6.3 No delegate of a Member Association shall be entitled to a vote at a meeting of the association unless:
(a) such delegate is a financial member of the Member Association which he or she represents; and
(b) the Member Association has forwarded to the association an annual membership fee of the Member Association for the current financial period as identified in subsection 2.5.

6.4 Each Member Association through its delegates may:
(a) attend and take part in any meeting of the association; and
(b)be entitled to one vote in the election of the officer-bearers of the association.

6.5 Each Member Association and the association shall be bound by the terms and conditions of this constitution to the same extent as if this constitution had been signed and sealed by each Member Association to observe all the terms and condition of this constitution.

7. Cessation of membership
A Member Association ceases to be a member of the association if the Member Association –
(a) resigns from membership of the association; or
(b) is expelled from the association.

8. Resignation of membership
8.1 A Member Association is not entitled to resign from membership of the association except in accordance with this section.

8.2 A Member Association may resign from membership of the association by giving notice (of not less than 12 months) in writing, under the signatures of the president and secretary of the said Member Association, to the secretary of the association, of the Member Association’s intention to resign.

8.3 Such resignation shall take effect after payment of all such subscriptions and other fees due by the said Member Association to the association for the said financial year or any part thereof.

8.4 If a Member Association ceases to be a member, the secretary must oversee the recording of an appropriate entry in the register of members recording the date the Member Association ceased to be a member.

9. Expulsion of membership
Expulsion of a Member Association shall be a secret ballot at a meeting of the association provided that a resolution to expel a Member Association:
(a) shall not be capable of discussion or consideration at such meetings unless 60 clear days notice in writing of such a resolution has previously been given to all Member Associations be sending such notice to the last known address of the Member Association; and
(b)shall be passed by a majority of not less than two-thirds of the voting delegates of the National Council.

10. Societal Affiliate
10.1 National Council may invite bodies to accept Societal Affiliation with the association, but shall retain the right to withdraw such invitation.

10.2 A Societal Affiliate may nominate up to three delegates to attend meetings of the association, at their expense, and such nominations will be effective from the day the secretary of the association receives notice in writing from the Societal Affiliate of the nominations.

10.3 The delegates of a Societal Affiliate may not vote at a meeting of the association and may not hold office within the association.

10.4 The continued status of a Societal Affiliate shall be conditional upon payment of the annual membership fee.

11. Fee, subscriptions
11.1 The annual membership fee for Member Associations shall be determined by the National Council at one meeting of the association each year and calculated on a per capita basis.

11.2 The annual membership fee is payable by each Member Association and shall be due on the first day of July of each year and be calculated on the financial membership of the respective Member Association of the first day of June of that year. The annual membership fee is calculated and paid for on a financial year basis.

11.3 The subscription for the national journal for Member Associations shall be determined by the National Council at one meeting of the association each year and calculated on a per capita basis at the commencement of the calendar year of the first issue of a new volume.

11.4 The subscription for the national journal is payable by each Member Association and shall be due on the first day of April of each year.

11.5 The annual membership fee for Societal Affiliates shall be determined by the National Council at one meeting of the association each year and shall be kept at a minimum level required to service such an affiliation.

12. Members’ liabilities
12.1 The liability of a Member Association to contribute towards the payment of debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount (if any) unpaid by the Member Association in relation to membership of the association as required in section 11.

12.1 The elected office bearers, delegates of the National Council and the employees of the association acting in relation to any of the affairs of the association and in accordance with this constitution shall be jointly and severally indemnified and held harmless by all the Member Associations against all actions, cost, charges, losses, claims, demands, damages and expenses which they or any of them incur or sustain by or through their own neglect or default and none of them shall be answerable for the acts or defaults to the others or others of them.

13. Disciplining of members
13.1 If the National Council is of the opinion that a Member Association
(a) has persistently refused or neglected to comply with a provision of this constitution; or
(b)has persistently and wilfully acted in a manner prejudicial to the interests of the association

the National Council may, by resolution
(c)expel the Member Association from the association; or
(d)suspend the Member Association from the rights and privileges of membership of the association that the National Council may decide for a specified period.

13.2 A resolution of the National Council under subsection (1) is of no effect unless the National Council, at a meeting held not earlier than 14 days and not later than 28 days after service on the Member Association of a notice under subsection (3) confirms the resolution in accordance with this section.

13.3 If the National Council passes a resolution under subsection (1) the secretary must, as soon as practicable, serve a written notice on the Member Association
(a)setting out the resolution of the National Council and the grounds on which it is based; and
(b)stating that the Member Association may address the National Council at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice; and
(c)stating the date, place and time of that meeting; and
(d)informing the Member Association that they may do either or both of the following:
1. Attend and speak at that meeting;
2. submit to the National Council at or before the date of that meeting written representations relating to the resolution.

13.4 Subject to the Act, section 50, at a meeting of the National Council mentioned in subsection (2) the National Council must
(a)give to the Member Association mentioned in subsection (1) an opportunity to make oral representations; and
(b)give due consideration to any written representations submitted to the National Council by that Member Association at or before the meeting; and
(c)by resolution decide whether to confirm or revoke the resolution of the National Council made under subsection 1.

13.5 If the National Council confirms a resolution under subsection (4), the secretary must, within 7 days after that confirmation, by written notice inform the Member Association of that confirmation and of the Member Associations’ right of appeal under section 14.

A resolution confirmed by the National Council under subsection (4) does not take effect
(a)until the end of the period within which the Member Association is entitled to appeal against the resolution if the Member Association does not exercise the right of appeal within that period; or
(b)if within that period the Member Association exercises the right of appeal unless and until the association confirms the resolution in accordance with section 14 (4).

14. Right of appeal of disciplined member
14.1 A Member Association may appeal to the association in general meeting against a resolution of the National Council that is confirmed under section 13 (4), within 7 days after notice of the resolution is served on the Member Association, by lodging with the secretary a notice to that effect.

14.2 On receipt of a notice under subsection (1), the secretary must notify National Council which must call a general meeting of the association to be held within 21 days after the date when the secretary received the notice or as soon as possible after that date.

14.3 Subject to the Act, section 50, at a general meeting of the association called under subsection (2)
(a)no business other than the question of the appeal may be transacted; and
(b)the National Council and the Member Association must be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and(c)the members present must vote by secret ballot on the question of whether the resolution made under section 13 (4) should be confirmed or revoked.

14.4 If the meeting passes a special resolution in favour of the confirmation of the resolution made under section 13 (4), that resolution is confirmed.

PART 3 – COMMITTEE

15. Powers of committee
The National Council, subject to the Act, the regulation, this constitution, and to any resolution passed by the association in general meeting

(a) controls and manages the affairs of the association; and
(b) may exercise all functions that may be exercised by the association other than those functions that are required by this constitution to be exercised by the association in general meeting; and
(c) has power to perform all acts and do all things that appear to the National Council to be necessary or desirable for the proper management of the affairs of the association.
(d) has power to appoint and dismiss remunerated personnel of the association.

16. Constitution and membership
16.1 The membership of National Council consists of
a) The office-bearers of the association; and
(b)The immediate past president as ex officio, non-voting member, or the president elect as ex officio, non-voting member;
(c) The executive officer of the association as ex officio, non-voting member;
(d) The Access journal editor of the association as ex officio, non-voting member; and
(e) Three delegates appointed by each Member Association with only the appointed National Councillor having the right to cast a vote;

each of whom must be elected, under section 17, or appointed.

16.2 The office-bearers of the association are
(a) The president;
(b) The vice-presidents;
(c)The treasurer; and
(d)The secretary.

16.3 The term of office for the president, vice-presidents, treasurer and secretary shall be 2 years.

16.4 The person elected as president elect shall hold this position for a period of not more than 1 year immediately prior to being endorsed, by National Council, in the position of the president of the association.

16.5 The past president will hold this position for a period of no more than 1 year after completion of their term as president of the association.

17. Election of office-bearers
17.1 The office-bearers and, as required, the president elect, shall be nominated from the membership of Member Associations and elected by the National Council.

17.2 No more than two (2) representatives from the same Member Association shall be elected to the office-bearer positions at any one time.

17.3 Nominations of candidates for election as office-bearers of the association and, as required, the president elect
(a)must be made in writing, signed by 2 members of the National Council and accompanied by written consent of the candidate (which may be endorsed on the nomination form); and
(b)must be delivered to the secretary of the association not less than 28 days before the date fixed for the annual general meeting at which the election is to take place.

17.4 If insufficient nominations are received to fill all vacancies, the candidates nominated are taken to be elected and further nominations may be received at the annual general meeting.

17.5 If insufficient further nominations are received, any vacant positions remaining are then to be vacancies.

17.6 If one nomination only is received for a vacant position, then the person nominated is taken to be elected.

17.7 If the number of nominations received exceeds the number of vacancies to be filled, a secret ballot must be held.

17.8 The secret ballot for the election of office-bearers must be conducted at the annual general meeting.

17.9 The person is not eligible to simultaneously hold more than 1 position on the National Council.

17.10 Persons filling the office-bearer positions shall form the association’s Executive Committee in conjunction with either the immediate past president or the president elect, dependent upon the current occupancy of these positions, and shall be supported by the remunerated position of the executive officer.

17.11 The Executive Committee may meet together for the despatch of business approved by National Council in between meetings.

17.12 The Executive Committee shall at all times act in the best interests of the National Council.  In this respect, the Executive Committee shall be responsible for, and shall account to, the National Council for all actions done by the Executive Committee in the name of the association.

17.13 Questions arising at any meeting of the Executive Committee shall be decided by a majority of votes and in the event of equality of votes the chairperson shall have a second or casting vote.

17.14 The Executive Committee shall keep minutes of the names of members of the Executive Committee present at an Executive Committee meeting and all proceedings at Executive Committee meetings.  Minutes of proceedings at a meeting of the Executive Committee must be signed by the person presiding at the meeting or by the person presiding at the next succeeding meeting.

17.5 The responsibilities of the office-bearers of the association are identified in the role statements in the Association Handbook, inclusive of sections 18 and 19.

18. Secretary
18.1 The secretary of the association must, as soon as practicable after being appointed as secretary, notify the association of his or her address.

18.2 The secretary must keep minutes of
(a) all elections and appointments of office-bearers and National Council members; and
(b) the names of members of National Council present at a National Council meeting or a general meeting; and
(c) all proceedings at National Council meetings and general meetings.

18.3 Minutes of proceedings at a meeting must be signed by the person presiding at the meeting or by the person presiding at the next succeeding meeting.

19. Treasurer
The treasurer of the association must oversee
(a) the collection and receipt of all amounts owing to the association and make all payments authorised by the association; and
(b) the correct keeping of 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.

20. Vacancies
20.1 For this constitution, a vacancy in the office of Executive Committee of the National Council happens if the member
(a) Dies; or
(b) Ceases to be a member of their respective Member Association; or
(c) Resigns the office or is removed from office under section 21 (Resignation or removal of Executive Committee member); or
(d) Becomes an insolvent under administration within the meaning of the Corporations Act; or
(e) Suffers from mental or physical incapacity; or
(f)Is disqualified from office if convicted of an indictable offence, or an offence involving fraud or dishonesty; or
(g) Is absent without consent of the National Council from all meetings of the National Council held during a period of 6 months.

20.2 In the event of a vacancy on the Executive Committee the National Council may appoint a member of the National Council to fill the vacancy.  The member appointed shall hold office, subject to these rules, until the conclusion of the next annual general meeting, following the date of appointment.  At such time the vacancy can be filled, or the appointment confirmed, through the normal election procedures.

21. Resignation or removal of Executive Committee members
21.1 An Executive Committee member may resign from National Council by giving written notice of resignation to the secretary.

21.2 The resignation takes effect on the day and at the time the notice is received by the secretary or if a later day is stated in the notice, the later day.

21.3 The association in National Council meeting may by resolution, subject to the Act, section 50, remove any Executive Committee member of the National Council from the office before the end of the member’s term of office in accordance with section 20.

21.4 An Executive Committee member may address the National Council at a meeting to be held not earlier than 14 days and not later than 28 days after the service of notice of removal.  The member shall be given a full and fair opportunity to show cause why he or she should not be removed from office.

21.5 An Executive Committee member has no right of appeal under this section.

22. National Council meetings and quorum
22.1 The National Council must meet at least 3 times in each calendar year at the place and time that the National Council may decide.

22.2 Additional meetings of the National Council may be called by any member of National Council

22.3 Written notice of a meeting of the National Council must be given by the secretary to each member of the National Council at least 60 days (or any other period that may be unanimously agreed on by the members of the National Council) before the time appointed for the holding of the meeting.

22.4 Notice of a meeting given under subsection (3) must specify the general nature of the business to be transacted at the meeting and no business other that that business may be transacted at the meeting, except business that the National Council members present at the meeting unanimously agree to treat as urgent business.

22.5 Any 8 voting members of the National Council constitute a quorum for the transaction of the business of a meeting of the National Council.

22.6 No business may be transacted by the committee unless a quorum is present and, if within half an hour after the time appointed for the meeting a quorum is not present, the meeting stands adjourned to the same place and at the same hour of the same day in the following week.

22.7 If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting is dissolved.

At meetings of the National Council
(a) the president or, in the absence of the president, one of the vice-presidents presides; or
(b) if the president and the vice-presidents are absent – 1 of the remaining members of the National Council may be chosen by the members present to preside.

23. Delegation by National Council to subcommittee
23.1 The National Council may, in writing, delegate to 1 or more subcommittees (consisting of a member of the association and members of Member Associations that the National Council consider appropriate) the exercise of the functions of the National Council that are specified in the instrument, other than
(a) this power of delegation; and
(b) a function that is a function imposed on the National Council by the Act, by any other Territory law, or by resolution of the association in general meeting.

23.2 A function, the exercise of which has been delegated to a subcommittee under this section may, while the delegation remains unrevoked, be exercised from time to time by the subcommittee in accordance with the terms of the delegation.

23.3 A delegation under this section may be made subject to any conditions or limitations about the exercise of any function, or about time or circumstances that may be specified in the instrument of delegation.

23.4 Despite any delegation under this section, the National Council may continue to exercise any function delegated.

23.5 Any act or thing done or suffered by a subcommittee acting in the exercise of a delegation under this section has the same force and effect as it would have if it had been done or suffered by the National Council.

23.6 The National Council may, in writing, revoke wholly or in part any delegation under this section.

23.7 A subcommittee may meet and adjourn as it considers appropriate.

24. Voting and decisions
24.1 Questions arising at a meeting of the National Council, or any subcommittee appointed by the National Council, are decided by a majority of votes of members of the National Council entitled to vote, or subcommittee members present at the meeting.

24.2 Each voting member present at a meeting of the National Council or of any subcommittee appointed by the National Council (including the person presiding at the meeting) is entitled to 1 vote but if the votes on any question are equal, the person presiding may exercise a second or casting vote.

24.3 Subject to section 22 (5), the National Council may act despite any vacancy on the National Council.

24.4 Any act of thing done or suffered, or purporting to have been done or suffered, by the National Council or by a subcommittee appointed by the National Council, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the National Council or subcommittee.

25. Appointment of proxies
Each voting member is entitled to appoint another member from the National Council as proxy by notice given to the secretary no later than 24 hours before the time of the meeting for which the proxy is appointed. No member may hold more than 1 proxy.

PART 4 – GENERAL MEETINGS

26. Annual general meetings – holding of
26.1 With the exception of the first annual general meeting of the association, the association must, at least once in each calendar year and within 5 months after the end of each financial year of the association, call an annual general meeting of its members.

26.2 The association must hold its first annual general meeting
(a) within 18 months after its incorporation under the Act; and
(b) within 5 months after the end of the first financial year of the association.

26.3 Subsections (1) and (2) have effect subject to the powers of the registrar-general under the Act, section 120 in relation to extensions of time.

27. Annual general meetings – calling of and business at
27.1 The annual general meeting of the association must, subject to the Act, be called on the date and at the place and time that the National Council considers appropriate.

27.2 In addition to any other business that may be transacted at an annual general meeting, the business of an annual general meeting is
(a) to confirm the minutes of the last annual general meeting and of any general meeting held since that meeting;
(b)to receive from the National Council reports on the activities of the association during the last financial year;
(c) to elect office-bearers and, as required, president elect;
(d) to receive and consider the audited statement of accounts, the auditor’s report and the net profit and loss in respect of the most recently ended financial year; and
(e) to appoint the association’s auditor in accordance with the provisions of the Act.

27.3 An annual general meeting must be specified as such in the notice calling it in accordance with section 29 (Notice).

27.4 An annual general meeting must be conducted in accordance with the provisions of this part.

28. General meetings – calling of
28.1 The Executive Committee may, whenever it considers appropriate, call a general meeting of the association.

28.2 The Executive Committee must, on the requisition in writing of not less than 25% of the total number of voting members, call a general meeting of the association.

28.3 A requisition for a general meeting
(a)must state the purpose or purposes of the meeting; and
(b) must be signed by the members making the requisition; and
(c) must be lodged with the secretary; and
(d) must consist of several documents in a similar form, each signed by 1 or more of the members making the requisition.

28.4 If the Executive Committee fails to call a general meeting within 1 month after the date when a requisition of members for the meeting is lodged with the secretary, any 1 or more of the members who made the requisition may call a general meeting to be held not later than 3 months after that date.

28.5 A general meeting called by a member or members mentioned in subsection (4) must be called as nearly as is practicable in the same way as general meetings are called by the Executive Committee and any member who thereby incurs expense is entitled to be reimbursed by the association for any reasonable expense so incurred.

29. Notice
29.1 Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, send to each member at the member’s address appearing in the register of members, a notice specifying the place, date and time for the meeting and the nature of the business proposed to be transacted at the meeting.

29.2 If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, send a notice to each member in the way provided in subsection (1) specifying, in addition to the matter required under that subsection, the intention to propose the resolution as a special resolution.

29.3 No business other than that specified in the notice calling a general meeting may be transacted at the meeting except, for an annual general meeting, business that may be transacted under section 27 (2).

29.4 A member desiring to bring any business before a general meeting may give written notice of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.

30. General meetings – procedure and quorum
30.1 No item of business may be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.

30.2 Eight members present (who are entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of business of a general meeting.

30.3 If within 30 minutes after the appointed time for the start of a general meeting a quorum is not present, the meeting if called on the requisition of members is dissolved and in any other case stands adjourned to the same day in the following week at the same time and (unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

30.4 If at an adjourned meeting a quorum is not present within 30 minutes after the time appointed for the start of the meeting, the members present (being not less than 5) constitute a quorum.

31. Presiding member
31.1 The president or, in the absence of the president, one of the vice-presidents, presides at each general meeting of the association.

31.2 If the president and the vice-presidents are absent from a general meeting, the members present must elect 1 of their number to preside at the meeting.

32. Adjournment
32.1 The person presiding at a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business may be transacted at an adjourned meeting other that the business left unfinished at the meeting at which the adjournment took place.

32.2 If a general meeting is adjourned for 14 days or more, the secretary must give written notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

32.3 Except as provided in subsection (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

33. Making of decisions
33.1 A question arising at a general meeting of the association is to be decided by a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proposition of the votes recorded in favour of or against that resolution.

At a general meeting of the association, a poll may be demanded by the person presiding or by not less than 3 members present in person or by proxy at the meeting.

If the poll is demanded at a general meeting, the poll must be taken
(a) immediately if the poll relates to the election of the person to preside at the meeting or to the question of an adjournment; or
(b) in any other case – in the way and at the time before the close of the meeting that the person presiding directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

34. Voting
34.1 Subject to subsection (3), on any question arising at a general meeting of the association a voting member has 1 vote only.

34.2 All votes must be given personally or by proxy but no member may hold more than 1 proxy.

34.3 If the votes on a question at a general meeting are equal, the person presiding is entitled to exercise a second or casting vote.

34.4 A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the Member Association they represent has been paid to the association.

35. Appointment of proxies
Each voting member is entitled to appoint another member from the National Council as proxy by notice given to the secretary no later than 24 hours before the time of the meeting for which the proxy is appointed.

PART 5 – NATIONAL CONFERENCES

36. National conferences
36.1 A national conference of the association is open to all members of the Member Associations and other persons interested in the objectives of the association and shall be held biennially unless resolved otherwise by the National Council.

36.2 National conferences shall be identified by the recognised contraction for the name of the association, ASLA, followed by the serial number of the conference.

36.3 The Member Association of the State or Territory in which the national conference is to be held, in conjunction with the National Council, shall be responsible for, and take control of, the organisation of the national conference.

36.4 The Member Association, in conjunction with the National Council, pursuant of sub-section 3 of this section, shall open a separate bank account in the name of the ASLA national conference, keep separate financial records, and submit financial reports at each National Council meeting according to the provisions outlined in the ASLA Conference Policy and Guidelines.  The Member Association shall account to the association through the National Council for all its actions directly or indirectly related to the national conference.

36.5 The association shall bear all losses and pay all costs incurred by the said Member Association in running the national conference that exceed the total income received from the national conference and the association shall receive 80% of any net profit obtained from the national conference.

36.6 The said Member Association shall within twelve months of the holding of the national conference present to the national council an audited statement of the full accounts of the national conference.  It shall, at the same time, forward to the treasurer a cheque for 80% of the net profits of the national conference.

36.7 When reporting to national council the Member Association may tender to the association recommendations on any subject matter relating to the affairs, business, and objects of the association but the association shall not be bound by such recommendations.

36.8 National Council shall make every endeavour to confirm national conference venues 4 years ahead.

36.9 National Council shall invite from time to time submissions from Member Associations to host future conferences.

36.10 National Council shall obtain, at intervals of thirteen weeks or less, reports on the progress made in planning each national conference, and shall distribute the content of these reports to all Member Associations.

PART 6 – MISCELLANEOUS

37. Funds – source
37.1 The funds of the association must be derived from annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting and subject to the Act, section 114, any other sources that the National Council decides.

37.2 All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank account.

37.3 The association must, as soon as practicable after receiving any money, issue an appropriate receipt.

38. Funds – management
38.1 Subject to any resolution passed by the association in general meeting the funds of the association must be used for the objects of the association in the way that the National Council decides.

38. 2 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the Executive Committee or employees of the association, being members of the National Council or employees authorised to do so by the National Council.

39. Alteration of objects and constitution
Neither the objects of the association mentioned in the Act, section 29 nor this constitution may be altered except in accordance with the Act.

40. Execution of documents
40.1 Any 2 members of National Council may enter into agreements and contracts in writing on behalf of the association providing 1 member is from the Executive Committee and both of whom have been granted the authority to sign written agreements and contracts on behalf of the association by the National Council.

40.2 The common seal of the association shall be kept in the custody of the executive officer.

40.3 The common seal must not be attached to any instrument except by authority of the National Council and the attaching of the common seal must be attested by the signatures either of 2 members of the National Council or of 1 member of the National Council and of the secretary.

41. Custody of books
Subject to the Act, the regulation and this constitution, the secretary must keep in his or her custody or under his or her control all records, books, and other documents relating to the association.

42. Inspection of books
The records, books and other documents of the association must be open to inspection, free of charge, by a member of the association at any reasonable hour.

43. Service of notice
43.1 For this constitution, a notice may be served by or on behalf of the association on any member to the member’s address shown in the register of members.

43.2 If a document is sent to a member, the document is taken for this constitution, unless the contrary is proved, to have been served on the member at the time when the document would have been delivered in the ordinary course of post.

44. Distribution of income and property
44.1 The income and property of the association whenever derived shall be applied solely towards the promotion of the objectives of the association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the members of the association provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or employee of the association or to any member of the association for services rendered to the association or reasonable or proper rent for premises let by any member of the association.

44.2 At the first general meeting of the association, the association must pass a special resolution nominating another association whose objects are substantially the same as the objects of the association, and in accordance with the Act, section 92 (1) (a), in which it is to vest its surplus property in the event of the dissolution or winding up of the association.

44.3 An association nominated under subsection 2 must fulfil the requirements specified in the Act, section 92 (2).

Fully revised constitution - approved by ASLA National Council
19 May 2008