ACUADS Constitution

  • In accordance with the ACT 1991 Associations Incorporation Act
  • Endorsement by ACUADS at the 1996 AGM Tuesday 24 September 1996
  • Amendments to Rules 5.1 and 8.1 endorsed by the 2002 AGM Saturday 5 October 2002
  • Amendments to Section 8: New Clauses: 8.4, 8.5, 8.7 with subsequent renumbering of clauses and amendments to Clauses 8.6, 8.8. Amendments to Section 9: Clause 9.1, 9.5 amended; Clause 9.3 deleted with subsequent renumbering of clauses; Clause 9.8 re-written; endorsed by the 2008 AGM Friday 3 October 2008

Contents

Part 1: PRELIMINARY
Section 01: Preliminary
Section 02: Interpretation
Section 03: Objects of ACUADS
Section 04: Income and Property
Part 2: MEMBERSHIP
Section 05: Membership
Section 06: Cessation of Membership
Section 07: Discipline
Part 3: THE EXECUTIVE
Section 08: The Executive
Section 09: Election of the Executive
Section 10: Powers and Duties of the Executive
Section 11: Disclosure of Interest in Contracts
Part 4: MEETINGS
Section 12: Meetings of the Executive
Section 13: Annual General Meeting
Section 14: Extraordinary General Meetings
Part 5: FINANCIAL MANAGEMENT
Section 15: Funds Management
Section 16: Annual Subscription Fees
Section 17: Financial Year
Section 18: Custody of Books
Section 19: Auditor
Part 6: MISCELLANEOUS
Section 20: Public Officer
Section 21: By Laws
Section 22: Common Seal
Section 23: Notices
Section 24: Winding Up
Section 25: Amendment of Rules

Ð Return to ACUADS Executive Member Area Ð


Australian Council of University Art and Design Schools Rules

Part 1: PRELIMINARY

1

Name

1.1

The name of the association is AUSTRALIAN COUNCIL OF UNIVERSITY ART AND DESIGN SCHOOLS INCORPORATED (referred to in this document as ACUADS or the Council).

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2

Interpretation

2.1

The Associations Incorporation Act 1991 shall be known as the Act.

2.2

This document shall be known as the Rules.

2.3

The term members shall refer to full members and affiliate members as defined in these Rules.

2.4

The committee of the association shall be known as the Executive.

2.5

A "special resolution" means a resolution which:

(a)

is passed at a general meeting of the Council of which at least 21 days notice, accompanied by notice of intention to propose the resolution as a special resolution, has been given to the members; and

(b)

is passed by at least three-quarters of those members of the Council who, being entitled to vote, vote at the meeting.

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3

Objects of ACUADS

3.1

To provide leadership in professional education, research and community service in art and design in Australian universities.

3.2

To promote quality professional education of artists, crafts people and designers.

3.3

To identify, develop and foster research in art, craft and design education on an international, national and regional basis.

3.4

To identify, develop and foster community service in art, craft and design education on an international, national and regional basis.

3.5

To develop policy and advocate on the behalf of art, craft and design in Australian universities.

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4

Income and Property

4.1

The income and property of the Council, however derived, shall be applied solely towards the promotion of the objects of the Council and no portion thereof shall be paid or transferred, directly or indirectly, by dividend, bonus, or otherwise, to any member of the Council.

4.2

This does not prevent the payment in good faith to a member or employee of the Council of:

(a)

remuneration in return for services actually rendered to the front by the member or employee for goods supplied to the Council by the member of employee in the ordinary course of business;

(b)

interest at current bank overdraft rate on money lent; or

(c)

a reasonable and proper sum by way of rent for premises let to the Council by the member or employee.

 

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Part 2: MEMBERSHIP

5

Membership

5.1

Full membership is open to those persons who are the senior executive staff member(s) responsible for academic unit(s) conducting visual arts, craft and design accredited undergraduate and graduate degree programs in Australian Universities and other tertiary education institutions and who have paid the prescribed subscription fee.

5.2

Membership, designated staff or their nominees is a matter for each university to determine.

5.3

Non-voting Affiliate Membership is available to persons in other Australian and overseas institutions and organisations with similar aims and objectives who have been nominated by Full Members and have paid the prescribed subscription fee.

5.4

The Council encourages the entire collegiate of art, craft and design staff to actively participate in the full range of its activities.

5.5

The executive shall cause to be maintained a Register of Members of the Council which records:

(a)

the name and current address of each member; and

(b)

their date of admission to, and termination of, membership.

5.6

The Register of Members shall be available for inspection by members at reasonable times at a place in the Australian Capital Territory nominated by the Executive.

5.7

The liability of members is limited.

5.8

A member shall not be liable to contribute towards payment of the debts and liabilities of the Council or the costs, charges and expenses of its winding up.

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6

Cessation of Membership

6.1

A person ceases to be a member of the Council if:

(a)

the person resigns from membership of the Council.

(b)

the person ceases to be the executive staff member who is directly responsible for the professional education of artists, crafts people and designers.

(c)

the institution or organisation the person represents withdraws form ACUADS.

(d)

the annual subscription fee payable by the member remains unpaid six (6) months after it is due for payment.

(e)

the person becomes of unsound mind or their estate is liable to be dealt with under any law relating to mental health.

(f)

the person is expelled by the Council.

6.2

Any member desiring to resign from the Council shall give one (1) month notice to that effect to the Secretary.

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7

Discipline

7.1

The Executive may discipline a member if, in the opinion of the Executive, a member:

(a)

has refused or neglected to comply with the provisions of the Rules or any by-law made hereunder.

(b)

has been guilty of conduct unbecoming to a member or prejudicial to the interests of the Council.

7.2

If the Executive considers that action to discipline a member may be necessary, the Executive must serve notice in writing as soon as practicable on the member:

(a)

setting out the resolution and the grounds on which the action to discipline is based;

(b)

stating that the member may address a meeting to be held no sooner than 7 days and no later than 60 days of notice being served;

(c)

stating the time, date and venue of such meeting; and

(d)

stating that the member may attend and speak at the meeting and/or submit prior to that meeting written representations relating to the resolution.

7.3

At the Executive meeting convened for this purpose, the member whose discipline is being considered shall have a personal right of audience but shall not be entitled to vote.

7.4

If at the meeting the majority of the Executive is in favour of disciplinary action the Executive will decide on the form of disciplinary action; this may be of a written apology, fine, suspension from membership for a specified period, or expulsion from membership.

7.5

If the Executive decide in favour of disciplinary action, then whatever action they decide takes effect immediately. In the case of expulsion the expelled member ceases to be a member of the Council immediately and a notice is to be served on the member as soon as practicable.

7.6

If a member wishes to appeal the disciplinary action decided by the Executive then they may do so by lodging a notice to that effect with the Secretary within 14 days after receiving notice of the resolution to discipline the member. A decision will be made at the next meeting of the members. Until that time the member will be suspended from all rights and privileges available to a member of ACUADS.

7.7

In the event that a member has appealed the disciplinary action of the Executive and has placed that item on the agenda, 75% of voting members present must, by a show of hands, be in favour of terminating the disciplinary action before the disciplinary action can be withdrawn.

 

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Part 3: THE EXECUTIVE

8

The Executive

8.1

The Executive of the Council shall comprise eight (8) Full Members:
        Chair
        Deputy Chair
        Secretary
        Treasurer
        Immediate Past Chair
        3 Ordinary Executive Members

8.2

No person shall be elected or appointed to the Executive unless that person is a Full Member of the Council.

8.3

The election of persons (other than the Immediate Past Chair) to the Executive shall take place at the annual general meeting of the Council.

8.4

The convenor of the annual conference will be co-opted to the Executive for one year, should they not be a member.

8.5

The co-opting of the conference convenor shall take place at the annual general meeting of the Council.

8.6

Upon election to the Executive at the annual general meeting, that person will remain a member for two (2) years. Retiring members of the Executive shall be eligible for re-election at the next annual general meeting.

8.7

Following the annual general meeting, the Executive shall immediately convene and elect Office Bearers to any vacant position. Upon election that person will remain an office bearer for the balance of their term – up to two (2) years.

8.8

If any member of the Executive should at any time resign from their office or die or cease to be a Full Member (according to these Rules) then the remaining Executive members shall forthwith appoint another ACUADS member to such office. Any person so appointed shall hold office only until the next annual general meeting and shall then be eligible for re-election.

8.9

A member of the Executive shall be deemed to have vacated their office if he or she:

(a)

ceases to be a member of the Council as stated in these Rules.

(b)

resigns office by notice in writing to the Executive.

(c)

is absent without the permission of the Executive from two consecutive Executive meetings.

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9

Election of the Executive

9.1

The Executive shall appoint a returning officer to conduct elections at each annual general meeting for any vacancies on the Executive. The returning officer may be a current member of the Executive or any other suitable person.

9.2

The returning officer shall circulate the nomination form to all Full Members no less than seven (7) days before the annual general meeting.

9.3

Nomination forms must be returned to the returning officer before the commencement of the annual general meeting.

9.4

The names of the nominees shall be stated to the members at the beginning of the annual general meeting.

9.5

If the number of nominations received is equal to the number of vacancies to be filled, the nominees shall be taken to be elected.

9.6

If insufficient nominations are received to fill all vacancies on the Executive, the candidates already nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.

9.7

If insufficient further nominations are received, the candidates nominated shall be taken to be elected and the vacant positions remaining on the Executive shall be deemed to be vacancies.

9.8

If there are vacancies, the remaining Executive members shall forthwith appoint another ACUADS member to such office. Any person so appointed shall hold office until the next annual general meeting and shall then be eligible for re-election.

9.9

The ballot for the election of Executive members shall be conducted at the annual general meeting in such manner as the returning officer shall direct.

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10

Powers and Duties of the Executive

10.1

The business of the Council shall be managed by and vested in the Executive which may exercise all powers of the Council except for those which are solely to the annual general meeting.

10.2

The Executive shall engage all other officers and servants as it may consider necessary and shall regulate their duties and fix their salaries.

10.3

The Executive may delegate any of its powers except the power to make by-laws to subcommittees consisting of at least one Executive member and other such persons as it may determine upon such conditions as the Executive may see fit and may fix a quorum of any such subcommittee.

10.4

When submissions or representations to external authorities are to be made by ACUADS, the Executive may nominate small panels to represent it. Panellists may be drawn from the membership of the Executive and/or from selected principal executive academic officers from member universities.

10.5

The Executive shall determine the time and venue of all meetings including annual general meetings.

10.6

Chair
The Chair's duties include:

(a)

presiding over Council meetings

(b)

liaising with the Executive in preparation of the agenda for Council meetings

(c)

overseeing the business of the Council

10.7

Deputy Chair
The duties of the Deputy Chair include:

(a)

assisting the Chair to oversee the business of the Council

(b)

acting for the Chair in the Chair's absence

10.8

Secretary
The duties of the Secretary include:

(a)

causing minutes to be made and kept of all proceedings and participants of Council meetings

(b)

causing records to made of all servants and officers engaged by the Council

(c)

other matters as may be required by statute or these Rules

10.9

Treasurer
The duties of the Treasurer include:

(a)

collecting and receiving all monies due to the Council and making all payments authorised by the Executive

(b)

causing correct books and accounts to be made and kept showing the financial affairs of the Council

(c)

causing an annual audit to take place as set out in these Rules and providing the auditor with all information they may need to carry out the audit

(d)

responsiblility for the proper running of financial affairs of the Council

(e)

preparing accounts suitable for presentation at the annual general meeting

10.10

A member of the Executive may appoint such person as is approved by the Executive on a casual basis to be an alternate or substitute member of the Executive in his or her place during such period as is approved by it.

10.11

Any person, while they hold office as an alternative or substitute member of the Executive, shall be entitled to notices of the meetings of the Executive and to attend and vote thereat and to exercise all the powers of the appointer in his or her place.

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11

Disclosure of Interest in Contracts

11.1

Where a member of the Executive has any direct or indirect pecuniary interest in a contract or proposed contract to which the Council is or may be a party, the member shall:

(a)

as soon as the interest becomes apparent to her or him - disclose the nature and extent of the interest to the Executive; and

(b)

disclose the nature and extent of the interest at the next general meeting of the Council.

11.2

A member of the Executive who has an interest in a contract or proposed contract shall not take part in making any decision with respect to the contract or proposed contract. At the request of any member present, the person so interested shall leave the meeting during the discussion of the contract or proposed contract.

11.3

Article 11.1 does not apply in relation to a member of the Executive in respect of an interest in a contract or proposed contract that arises only because the member is an employee of the Council.

 

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Part 4: MEETINGS

12

Meetings of the Executive

12.1

The Executive shall meet no less than two (2) times a year, excluding the annual general meeting at such times and places as may be determined by it and in the absence of any such determination at such times and places as notified by the Secretary on the instructions of the Chair or on requisition of a member of the Executive.

12.2

Not less than fourteen (14) days notice shall be given to every member of the Executive of any meeting thereof specifying a date, time, venue and general nature of the business of such meeting. Where the Chair of the Executive considers that an emergency exists he/she may take such steps as he/she considers necessary to notify members of the Executive of the proposed meeting notwithstanding that fourteen days notice shall not have been given.

12.3

At every meeting of the Executive the Chair shall preside as Chair unless he/she is unwilling to act or is absent in which case the Deputy Chair shall preside. If such Deputy Chair is unwilling to act or is absent then after 15 minutes have elapsed after the time appointed for the meeting the members of the Executive present, provided they constitute a quorum, may elect one of their number as a Chair of the meeting.

12.4

All acts done by any meeting of the Executive or by any person acting as a member thereof shall notwithstanding that it be afterwards discovered there was some defect in the appointment of any such members of the Executive or person acting aforesaid or that they or any of them where disqualified shall be as valid as if every such person had been duly and was qualified to be a member of the Executive.

12.5

Resolutions shall be carried by the Executive by a vote of a show of hands. Every member of the Executive shall have one vote except the Chair of the meeting who in the event of an equality of votes shall in addition be entitled to a casting vote.

12.6

A resolution in writing signed by all the members of the Executive shall be as valid and effectual as if it had been passed at a meeting of the Executive duly convened and held any such resolution may consist of several documents in like form each signed by one or more members of the Executive.

12.7

The Secretary shall cause full minutes of every meeting of ACUADS Executive and Council to be made which shall be signed by the Chair of the meeting at which the proceedings were held or by the Chair of the next succeeding meeting.

12.8

Three (3) members of the Executive shall constitute a quorum for a meeting thereof.

12.9

A meeting of the Executive may be held by telephone conference.

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13

Annual General Meeting

13.1

The Executive shall convene an annual general meeting of ACUADS members at least once in each calendar year and no later than 5 months after the end of the financial year.

13.2

ACUADS shall hold its first annual general meeting within 18 months of its incorporation under the Act and within the period of 5 months after the expiration of the first financial year.

13.3

In addition to any other business which may be transacted at the annual general meeting, the business shall be:

(a)

to confirm the minutes of the last annual general meeting;

(b)

to receive reports on the activities of the Council including those reports required to be submitted to members in accordance with section 73(1) of the Act;

(c)

to elect incoming members of the Executive;

(d)

to receive and consider the statement of accounts of the Council.

13.4

Members must be given 21 days notice of the annual general meeting stating the place, time and venue of the annual general meeting.

13.5

For the purpose of securing the widest participation of activities of the Council and carrying out its aims the Executive may from any time by resolution invite representatives of any association, organisation, department of government either federal or state or municipal or any group to attend a general meeting. Any such representative so invited shall have the right to attend thereat but shall not be entitled to vote.

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14

Extraordinary General Meetings

14.1

The Executive may decide by resolution of no less than 3 members of the Executive to call an extraordinary general meeting of members.

14.2

The Executive shall, on the requisition in writing of not fewer than 8 Full Members, convene an extraordinary general meeting of the Council.

14.3

A requisition by Full Members for a general meeting:

(a)

shall state the purpose or purposes of the meeting;

(b)

shall be signed by the members making the requisition;

(c)

shall be lodged with the Secretary; and

(d)

may consist of several documents in a similar form, each signed by 1 or more of the members making the requisition.

14.4

The Executive shall convene the extraordinary general meeting within 28 days after the resolution or 60 days after receipt of a requisition.

14.5

No business shall be transacted at any extraordinary general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Subject to this article 8 members of the Council at the time of the meeting is held in person or duly appointed representative and entitled to vote shall constitute a quorum.

14.6

If within 30 minutes from the time appointed for the meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved. In any other case it shall stand adjourned until the same day in the next week at the same time and place or to such other day and such other time as the Executive may determine and if at the adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall constitute a quorum.

14.6

The Chair shall preside at every extraordinary general meeting or in the event of his or her absence or if there is no Chair or if he or she is not present within 15 minutes of the time appointed for holding the meeting or is unwilling to act the members present shall elect one of their number to chair the meeting.

14.7

The chair of the meeting may, with the consent of any meeting at which quorum is present and shall if so be 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 business left unfinished at the meeting from which the adjourned took place. When a meeting is adjourned for 28 days or more notice of the adjourned meeting shall be given as in the case of an original meeting but except for notice in that case it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting.

14.8

In the case of an equality of votes the chair of the meeting at which the show of hands takes place, shall be entitled to a second or casting vote.

14.9

At any extraordinary general meeting each Full Member shall have one vote in person, by proxy or by attorney and on a show of hands every member present shall have one vote.

14.10

The instrument appointing proxy shall be in writing or in the common or usual form under the hand of the appointer or his/her attorney duly authorised. The instrument appointing the proxy shall be deemed to confer authority to demand or join in demanding a poll.

14.11

The instrument appointing a proxy or attorney shall be deposited with the Secretary not less than 15 minutes before the time for holding the extraordinary general meeting or adjourned extraordinary general meeting at which the person named in the instrument proposes to vote or in the case of the poll not less than 15 minutes before the time appointed for taking the poll and in default of a proxy shall be not treated as valid.

14.12

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 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 of the instrument or of the authority under which the instrument was executed has been received by the attorney / proxy holder / Secretary before the commencement of the extraordinary general meeting at which the instrument is used.

14.13

For the purpose of securing the widest participation of activities of the Council and carrying out its objects the Executive may from any time by resolution invite representatives of any association / organisation / department of government either federal or state or municipal or any group to attend a general meeting. Any such representative so invited shall have the right to attend thereat but shall not be entitled to vote.

 

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Part 5: FINANCIAL MANAGEMENT

15

Funds Management

15.1

As far as the law will permit and subject to these Rules the funds of the Council shall be derived from subscriptions, donations, grants and such sources as the Council may determine.

15.2

Subject to any resolution passed by the annual general meeting, the funds of the Council will be used in pursuance of the Objects of ACUADS.

15.3

All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments can be signed by any member of the Executive.

15.4

The Executive may lend with or without interest or invest moneys and funds of the Council as may not be immediately needed in such securities or investments and upon such terms and conditions that the Council may determine.

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16

Annual Subscription Fees

16.1

Annual subscription fees payable by Full Members, affiliate members and affiliated organisations shall be fixed from time to time by resolution at the annual general meeting. Any resolution to alter the subscription need be an ordinary resolution by standard notice.

16.2

The annual subscription fee for Full Members upon incorporation, and until varied in accordance with this article, is AUS$400 per member per year.

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17

Financial Year

17.1

The financial year of the Council shall end on June 30 in each year.

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18

Custody of Books

18.1

Proper books of accounts shall be kept by the Treasurer with respect to:

(a)

all sums of money received and expended by the Council and the manner in respect of which the receipt and expenditure takes place;

(b)

all sales and purchases of real and personal property by the Council;

(c)

the assets and liabilities of the Council.

18.2

Books of accounts will be available for inspection by any member of the Council subject to any reasonable restrictions as to time and manner of inspection.

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19

Auditor

19.1

The auditor of the Council shall be a registered auditor and appointed by the Executive. The Auditor will not be a member of the Council or a partner, employer or employee of an officer of the Council or employee of an employee of an officer of the Council.

19.2

The accounts of the Council will be examined by the Auditor at least once during a financial year.

19.3

The Auditor will certify as to the correctness of the accounts of the association and shall report thereon to the members present at the Annual General Meeting. In their report and in certifying the accounts, the Auditor shall state:

(a)

whether the accounts are properly drawn up as to exhibit a correct view of the financial position of the Council;

(b)

whether he or she has obtained the information required by him or her to properly conduct the audit;

(c)

whether the rules relating to the funds of the Council have been observed.

19.4

The Auditor

(a)

has a right of access to accounts books record vouchers documents of the Council;

(b)

may require from servants and members of the Council information as may be necessary for performing duties of Auditor;

(c)

may employ persons to assist him/her drawing up accounts.

 

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Part 6: MISCELLANEOUS

20

Public Officer

20.1

The Public Officer will be appointed by the Executive. The Public Officer must reside in the ACT and can be any person related to ACUADS business.

20.2

The office of the Public Officer becomes vacant if the person holding that office:

(a)

is removed as Public Officer by resolution of the Executive;

(b)

resigns from office by notice in writing to the Executive;

(c)

dies;

(d)

becomes an insolvent under administration within the meaning of the Corporations Law;

(e)

suffers from a mental or physical incapacity, which renders her or him incapable of acting as Public Officer;

(f)

is convicted of an indictable offence in relation to the promotion, formation or management of a body corporate, or of an offence involving fraud or dishonesty punishable by imprisonment for a period of 3 months or more; or

(g)

ceases to be a resident of the Territory.

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21

By Laws

21.1

The Executive shall have the power from time to time to make by-laws not inconsistent with the objects of ACUADS and these Rules which are in the opinion of the Executive necessary and desirable for proper control, administration and management of the Council, and to amend and repeal from time to time such by-laws.

21.2

Every by-law when in force shall be binding on all its members.

21.3

Not withstanding the foregoing provisions of these articles a general meeting of the Council may amend or repeal any by-law made by the Executive.

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22

Common Seal

22.1

The common seal of ACUADS shall be kept in the custody of the Chair.

22.2

The Common Seal will not be affixed to any instrument except by the authority of the Executive and the affixing of the common seal shall be attested by the signature of any two members of the Executive or by any Full Member and one member of the Executive.

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23

Notices

23.1

A notice may be given by the Council to any member either personally or by sending it by post to his or her registered address. Where a notice is sent by post service the notice shall be deemed to be effective by properly addressing, prepaying and posting a letter containing the notice and to have been effective in the case of a notice of a meeting on the day after its posting and in any other case at the time at which the letter would be delivered in the ordinary course of post.

23.2

The notice of every general meeting shall be given in any manner hereinbefore authorised to every member.

23.3

No other person shall be entitled to receive a notice of an ACUADS meeting.

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24

Winding Up

24.1

The Council may be wound up by a special resolution of the members attending and voting at a duly authorised extraordinary general meeting. Any remaining assets after the satisfaction of all liabilities shall be distributed, in accordance with a resolution of Full Members, to incorporated organisations which:

(a)

are Australian universities conducting visual arts, craft and design programs;

(b)

have rules prohibiting the distribution of their assets among their members; and

(c)

are eligible for tax deductibility of donations under subsections 78 (4) or (5) of the Income Tax Assessment Act 1936.

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25

Amendment of Rules

25.1

The objects and these Rules may be altered by special resolution at an extraordinary general meeting.

25.2

The proposed alterations shall be included in the notice calling the extraordinary general meeting.

25.3

The alterations shall take effect when the required notice of alteration of rules is lodged with the Registrar of Incorporated Associations, unless some later date is specified in the special resolution adopting the alterations.

   

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