Constitution

1.     The name of the Incorporated Association is the Marine Life Society of South Australia referred to herein as the “Society”.

2.      In these rules, unless the contrary intention appears –

• ‘Committee’ means the Committee of Management of the Society;
• ‘meeting’ means a General Meeting of members of the Society convened in accordance with these rules;
• ‘member’ means a member of the Society;
• the ‘Act’ means the Associations Incorporation Act, 1985;

3.     OBJECT AND PURPOSES

The objects of the Society are:

a)     To foster the study of marine life.
b)     To conduct programmes of research into aspects of marine life.
c)     To promote education and public awareness of all aspects of the marine environment.
d)     To encourage the conservation and protection of the marine environment.
e)     To provide scope for social interaction between members.
f)      To cooperate with associations having similar objectives.
g)     To do all other such things as are conducive or incidental to the attainment of any or all of the above objects.
h)     To form, establish and alter from time to time, rules and regulations as may be deemed necessary or expedient to promote the best interests of the Society, or subsidiary to the above objects or any other and such rules to be entered into an appropriate book to be kept for that purpose.

4.     POWERS

The association shall have all the powers conferred by Section 25 of the Act.

5.     MEMBERSHIP

a) Membership of the Society shall be open to any person subscribing to the objects of the Society and paying the appropriate fee.

b) Membership shall be of four classes:

1. Student – for any person in full time study.
2. Single.
3. Family.
4. Affiliate – for any organisation or association having similar or  related objects to that of the Society.

c) Honorary membership of the Society for a period not exceeding twelve months may be bestowed upon any person at the discretion of the Committee.

d)     Application for membership – To apply to become a member of the Society, a person must submit a written application (obtainable from the MLSSA website or emailed on request to the potential member) to a committee member or posted/emailed to the Society stating that the person—

1. wishes to become a member of the Society;
2. supports the purposes of the Society;
3. agrees to comply with the Rules and the MLSSA Code of Conduct:

The application—

1. must be signed by the applicant;
2. may be accompanied by the membership fee.

e) Consideration of application

1. As soon as practicable after an application for membership is received, the Committee must decide by resolution whether to accept or reject the application.
2. The Committee must notify the applicant in writing or by email of its decision as soon as practicable after the decision is made.
3. If the Committee rejects the application, it must return any money accompanying the application to the applicant.

f)      New membership

1)     If an application for membership is approved by the Committee—

a.     the resolution to accept the membership must be recorded in the minutes of the committee meeting or in the minutes of the next General Meeting if a decision is made by email communication between Committee members;

b.     the Secretary must, as soon as practicable, enter the name and address of the new member, and the date of becoming a member, in the register of members.

2)     A person becomes a member of the Society and is entitled to exercise his or her rights of membership from the date, whichever is the later, on which—

a.     the Committee approves the person’s membership;

b.     the person pays the appropriate membership fee.

6.     SUBSCRIPTIONS

a) Subscription fees for membership shall be such sum as the members shall determine from time to time by special resolution in General Meeting.

b) The subscription fees shall be payable annually at the beginning of each financial year.

c) Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Society, provided always that the Committee may reinstate such person’s membership on such terms as it thinks fit.

7.     RESIGNATION

A member may resign from membership of the Society by giving written notice thereof to the Secretary or Public Officer of the Society. Any member so resigning shall be liable for any outstanding subscriptions which shall be recovered as a debt due to the Society.

8.     EXPULSION OF A MEMBER

a)  Subject to giving a member an opportunity to be heard or to make a written submission, the Committee may resolve to expel a member on a charge of misconduct detrimental to the interests of the Society.

b) Particulars of the charge shall be communicated to the member at least one calendar month before the meeting of the Committee at which the matter will be determined.

c) The determination of the Committee shall be communicated to the member, and in the event of an adverse determination the member shall subject to sub-rule (d) cease to be a member 14 days after the Committee has communicated its determination to him.

d) It shall be open to the member to appeal to the Society in General Meeting against the expulsion.  The intention to appeal shall be communicated to the Secretary or Public Officer of the Society within 14 days after the determination of the Committee has been communicated to a member.

e) In the event of an appeal under sub-rule (d) the appellant’s membership of the Society shall not be terminated unless the determination of the Committee to expel the member is upheld by special resolution of the members of the Society in General Meeting after the appellant has been heard, and in such event membership will be terminated at the date of the General Meeting at which the determination of the Committee is upheld.

9.     THE COMMITTEE

a) The affairs of the Society shall be managed and controlled exclusively by a Committee which in addition to any powers and authorities conferred by these rules may exercise all such powers and do all such things as are within the objects of the Society, and are not by the Act or by these rules required to be done by the Society in General Meeting.

b) The Committee shall have the power to appoint such officers and employees as are required to carry out the objects of the Society, including a Public Officer required under the Act, and may discuss or delegate any of its powers to such officers and employees.

c) The Committee shall be composed of a President,  Secretary, Treasurer, and 2 other Committee Members all of whom shall be members of the Society.

d) The committee shall be elected at the Annual General Meeting in each year, and the Committee Members shall hold office until the next subsequent Annual General Meeting.

e) The Committee may appoint a natural person to fill a casual vacancy, and such a Committee Member shall hold office until the next Annual General meeting of the Society and shall be eligible for reappointment.

f) A retiring Committee Member shall be eligible to stand for re-election without nomination but no person not being a retiring Committee Member shall be eligible to stand for election unless a member of the Society has nominated him / her.

g)  Notice of all persons seeking election to the Committee shall be given to all members of the Society with the notice calling the meeting at which the election is to take place.

h) If only the required number of persons are nominated to fill existing vacancies, the Secretary shall report accordingly to the Annual General meeting, and the chairperson shall declare such persons duly elected as Committee Members.

10.   DISQUALIFICATION OF COMMITTEE MEMBERS

The office of Committee Member shall become vacant if a Committee Member is:

a)  disqualified by the Act;

b)  expelled under these rules;

c)  permanently incapacitated by ill health;

d) absent without apology from: more than three consecutive Committee Meetings, or more than three Committee Meetings, in a year.

11.   PROCEEDINGS OF COMMITTEE

a) The Committee shall meet together for the dispatch of business at the discretion of the elected Committee.

b) Questions arising at any meeting shall be decided by a majority of votes, and in the event of equality of votes, the chairperson shall have a casting vote in addition to a deliberative vote.

c)  A quorum for a meeting of the Committee shall be more than half the Committee.

d)  A member of the Committee having a pecuniary interest in a contract with the Society must disclose that interest to the Committee as required by the Act, and shall not vote with respect to that contract.

12    FINANCIAL YEAR

The year of the Society shall be the period beginning on the 1st of April each year and ending on the 31st March of the following year.

13.   RULES

a) Subject to approval by a special resolution of the members of the Society at a General Meeting, these rules may be altered (including an alteration to name), or be rescinded and replaced with substituted rules.  Such an alteration shall be registered with the Corporate Affairs Commission as required by the Act.

b) The registered rules shall bind the Society and every member to the same extent as if they had respectively signed and sealed them, and agreed to be bound by all provisions thereof.

14.   THE SEAL

a) The Society shall have a common seal upon which its corporate name shall appear in legible characters.

b) The seal shall not be used without the express authorisation of the Committee, and every use of the seal shall be recorded in the minute book of the Society. The affixing of the seal shall be witnessed by the President and either the Secretary or the Treasurer.

c) The seal shall be kept in the custody of the Secretary or other such person as the Committee may from time to time decide.

15.    MEETINGS

a) The Committee may call a Special General Meeting of the Society at any time, and shall call an Annual General Meeting in accordance with the Act.

b) The Annual General Meeting shall be held within two (2) months after the  end of the financial year.

c)  Upon a requisition in writing of not less than 25% of the total number of members of the Society, the Committee shall within one month of the receipt of the requisition, convene a Special General Meeting for the purpose specified in the requisition.

d) Every requisition for a Special General Meeting shall be signed by the members making the same and shall state the purpose of the meeting.

e) If a Special General Meeting is not convened within one month as required by sub-rule (c) the requisitionists may convene a Special General Meeting. Such a meeting shall be convened in the same manner as a meeting convened by the Committee, and for this purpose the Committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting.  The reasonable expenses of convening and conducting such a meeting shall be borne by the Society.

f) Subject to sub-rule (g) at least 7 days’ notice of any General Meeting shall be given to members.  The notice shall set out where and when the meeting will be held. In the case of an Annual General Meeting, the order of the business at the meeting shall be the consideration of the accounts and reports of the Committee and the Auditors, the appointment of Auditors and the election of Committee Members (if required), and any other business requiring consideration of the Society in General Meeting.

g) Notice of meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of meeting.

h) A notice may be given by the Society to any member by serving the member with the notice personally, or by sending it by post to the address appearing in the register of members.

i)  Where notice is sent by post, service of the notice shall be deemed to be effected if it has been properly addressed and posted to the member by ordinary prepaid mail.

16.   PROCEEDINGS AT MEETINGS

a) Six or more members present personally or by proxy shall constitute a quorum at any General Meeting.

b) If within thirty minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.

c) The President of the Committee, or if there shall be no President, then the Secretary or Treasurer of the Committee or in their absence, or in their declining to take, or retiring from the chair, one of the Committee Members chosen by the meeting shall preside as chairperson at every General Meeting of the Society.

d) If there is no such chairperson or other Committee person present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be the chairperson.

e) The chairperson may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn 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.

f)  When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting of members.

g) Questions arising at any meeting shall be decided by a majority of votes, and in the event of equality of votes, the chairperson shall have a casting vote in addition to a deliberative vote.

h) At any General Meeting, a resolution put to the vote shall be decided on a show of hands, and a declaration by the chairperson of the meeting that a resolution has been carried or lost, shall unless a poll is demanded be conclusive evidence of the fact, without proof of the number or proportions of votes recorded in favour of, or against ,the resolution.

i)  If a poll is demanded by the chairperson of the meeting or by three or more members present personally or by proxy, it shall be taken in such a manner as the chairperson directs. The result of such a poll shall be the resolution of the meeting, except that in the case of  a special resolution, a majority of not less than three quarters of the members who being entitled to do so vote personally or by proxy at the meeting is required.

j)  A poll demanded on the election of a chairperson of a meeting or on any question of an adjournment, shall be taken at the meeting and without adjournment.

17.  MINUTES

a) Proper minutes of all proceedings of meetings of the Society and of meetings of the Committee shall be entered within one month after the relevant meeting in minute books kept for the purpose.

b) The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting.

c) Where meetings are entered and signed they shall until the contrary is proved be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at the meeting shall be deemed to be valid.

18. VOTING RIGHTS

a) Subject to these rules each financial member present in person or by proxy shall be entitled to one vote.

b) Family membership shall entitle each of the two principals of the family to one vote only.

c) A member being a body corporate shall be entitled to appoint one person who need not be a member of the Society to represent it at a particular meeting or at all meetings of the Society.  That person shall be appointed by the corporate member by a resolution of its board which shall be authenticated under its seal.  Such a person is deemed to be a member of the Society for all purposes until the authority to represent the corporate member is revoked except that such a person shall not be eligible for election or appointment to the committee.

19. PROXIES

A member shall be entitled to appoint in writing a natural person who is also a member of the Society to be his/her proxy, and to attend and vote at any meeting of the Society.

20.   ACCOUNTS

a) The Society shall keep such accounting records as are necessary to correctly record and explain the financial affairs and financial position of the Society.

b) All cheques drawn by the Treasurer shall be countersigned by any one of either the President or nominated Committee Member.

21    WINDING UP

The Society may be wound up in the manner provided for in the Act.

22.   APPLICATION OF SURPLUS ASSETS

If after the winding up of the Society there remains ‘surplus assets’ as defined in the Act, such surplus assets shall be given or transferred to an organisation having similar objectives to the Society.