Constitution

Association Rules

Incorporated under the Associations Incorporation Reform Act 2012 (Vic) (the Act)

The Association

 

1. The name of the Association is: “Association of Mainland Southeast Asia Scholars Inc” (the Association)

 

2. The purposes of the Association are to promote and support the study of Mainland Southeast Asia in Australia and New Zealand. (the Purposes)

 

3. The Association has power to do all things that help it to achieve these Purposes.

4. The Association and its Committee may only exercise their powers and use the income and assets of the Association for the Purposes of the Association.

 

Financial year

 

5. The financial year of the Association starts on 1 January of each year.

 

Members

 

6. Anyone who engages in teaching or research related to Mainland Southeast Asia or who supports the Purposes of the Association can apply to join the Association as a member.

7. The Committee can set or change joining fees and annual subscription fees for members. Changes to the amount must be approved by members at a general meeting.

 

8. A person can apply to join the Association by writing to the Secretary and paying the joining fee (if any).

 

9. The Committee can approve or reject an application to join the Association.  If the Committee rejects an application, it is not required to give reasons for that decision, but it must return the joining fee (if any) and write to the person to tell them their application has been rejected.

 

10. A person becomes a member when:

 a. the Secretary has approved their application to join the Association

 b. the Association has received the person’s joining fee (if any), and

 c. the Secretary has entered the person’s name, address and date they became a member on the members register.

 

11. The annual subscription fee is payable in advance on or before the 1st day of the quarter in which the member joined. The quarters commence in January, April, July, October of each year.

 

12. Members can choose to stop being a member of the Association at any time by writing to the Secretary.  The Association will not refund any joining and subscription fees already paid.

 

13. Members must pay the annual subscription fee (if any) on or before the 1st day of the quarter in which the member joined. If a member does not pay in time, their membership will be suspended.

 

14. Members have rights and liabilities as set out in the Act and in these rules.

 

15. Each member’s liability is limited to the joining and annual subscription fees (if any).

 

Members’ access to documents

 

16. A member may, subject to rules 17 to 19, inspect the rules of the Association, general meeting minutes, relevant documents (as defined in the Act) and the members register at a reasonable time.

17. A member can write to the Secretary asking for copies of these documents (with the exception of the members register). The Secretary can charge a reasonable fee for providing copies.

 

18. The Secretary can refuse a request to inspect or get copies of relevant documents, or provide only limited access, if the documents contain confidential, personal, employment, commercial or legal matters, or if granting the request would breach a law or may cause damage or harm to the Association.

 

19. Members cannot inspect or get copies of Committee meeting minutes or parts of the minutes, unless the Committee specifically allows it.

 

20. Members can write to the Secretary to ask that the Secretary restrict access to their details on the members register if they have special circumstances. The Secretary will decide if there are special circumstances, and will write to the member outlining their decision.

 

The Committee

 

21. The Association is governed by a management committee (the Committee) that is made up of committee members (Committee Members).

 

22. The term of the Inaugural Committee shall serve until the 2018 Annual General Meeting is held at the Asian Studies Association Conference. Time spent as a member of the Inaugural Committee will not be counted in relation to the limit on the number of terms served in section 30.

 

23. The Committee can exercise all powers and functions of the Association (consistently with these Rules and the Act), except for powers and functions that the members are required to exercise at a general meeting (under these Rules or the Act).

 

24. The Committee can delegate any of its powers and functions to a committee member, a sub-committee, a staff member or a member other than the power of delegation or a duty imposed by the Act. The delegation must be in writing and can be revoked by the committee in writing.

 

25. Committee Members are elected by members of the Association by ballot. 

26. The Committee is made up of the following roles:

a. The President

b. The Treasurer

c. The Secretary

d. International Liaison Officer

e. Country Representatives (5)

f. Student Representative

g. Media Officer

(these are the Offices)

27. The Secretary must be over 18 years of age, and live in Australia.

 

28. If the Secretary stops living in Australia, they cannot remain the Secretary. 

 

29. If the Secretary stops being the Secretary, the Committee must appoint a new Secretary within 14 days.

30. The term of office for members of the Committee shall be two years. No member of office may serve more than two consecutive terms in one position.

 

31. The Members of the Committee shall be elected by electronic ballot.

 

32. The Secretary has responsibility for calling for nominations.

 

33. All nominations must be in writing and signed by one other member.

34. Nominations shall close on a date not less than thirty days after the date on which nominations are called for.

 

35. The ballot shall be declared closed thirty days after the date set for the close for nominations and no ballot papers or electronic votes received after that time shall be counted.

 

36. The candidates who receive the greatest number of votes shall be elected.

37. If the number of members nominated to be Committee Members is equal to the number of Committee Members, the Secretary may declare the positions filled without holding a ballot.

 

38. If the number of applicants for the Committee is less than the number of positions, other members of the Association may be appointed to the vacant positions at the discretion of the Committee.

39. A Committee Member stops being on the Committee if they:

a. resign, by writing to the Committee or the Secretary

b. are removed by a special resolution of members of the Association

c. become insolvent (as the term is used in the Corporations Act 2001)

d. become a represented person (under the Guardianship and Administration Act 1986), or

e. die.

 

40. If a Committee Member stops being on the Committee before the end of their term in accordance with rule 39, the Committee can temporarily appoint a member of the Association to fill the vacancy on the Committee.

41. Among its other responsibilities, the Committee is responsible for making sure that:

a. accurate minutes of general meetings and Committee meetings of the Association are made and kept, and

b. all records, securities and relevant documents of the Association are kept properly.

 

Committee Meetings

 

42. The Secretary must give a minimum of 7 days’ notice of a Committee meeting to Committee Members unless the meeting is an urgent meeting.

43. The Committee can decide how often it meets.

44. Committee Members may attend meetings through technology (such as phone or video conferencing) so long as everyone can hear and be heard at the same time.

45. The Chair of Committee Meetings is the President, or if the President cannot attend, the President can delegate the role of Chair to another member of the Committee.

46. If a vote of the Committee is tied, the Chair of the meeting has the deciding vote.

47. The majority (more than half) of Committee Members must be present (either in person or through the use of technology) for the meeting to be validly held (the quorum).

 

General Meetings

 

48. The Association must hold an AGM once in each financial year.

49. The ordinary business of the AGM is to confirm the minutes of the previous AGM, receive reports and statements on the previous financial year, and to hand over the business of the Association to the incoming Committee.  The notice of AGM must include any special business or motions to be considered.

50. The Committee or a group of at least 10% of all members may call a Special General Meeting.

51. At least 10% of the members (a quorum) must be present at a general meeting (either in person or through the use of technology) for the meeting to be held.

52. Notice of general meetings must be provided to members at least 14 days before the meeting in writing to each member’s postal or email address listed on the members register (in the case of email addresses, so long as the email address was provided for receiving notices).

53. Notices of general meetings must include proposed matters to be dealt with at that meeting.

54. The Chair of a general meeting will be the President, or if the President is not in attendance, the President may delegate the role of Chair to another Committee Member.

55. Votes may be held by a show of hands or written ballot, or another method determined by the Chair that is fair and reasonable in the circumstances.  If a vote is held initially by show of hands, any member may request a vote be held again by written ballot.

56. If a vote of the members is tied, the Chair of the meeting has the deciding vote.

57. The Chair may adjourn the meeting if there are not enough members at the meeting within 30 minutes of the meeting time, or if there is not enough time at a meeting to address all business.  A new notice must be sent to members before the adjourned meeting (but does not have to comply with time for notice requirements, unless the adjourned meeting is more than 21 days after the original meeting date).

 

Grievance disputes

58. If there is a dispute between a member and another member, a member and the Association, or a member and the Committee, the parties involved must first attempt to resolve the dispute between themselves for at least 14 days from the date the dispute is known to all parties involved.

59. If the dispute cannot be resolved between the people involved, the following grievance procedure must be followed:

a. the party with a grievance must write to the Association and any other people affected, and explain what they are unhappy about

b. the Committee must appoint an unbiased mediator to hear from all the parties involved and try to find a solution. The Committee must give the people involved reasonable notice of the time and place of the hearing

c. at the hearing, each party must have an opportunity to be heard and agrees to do their best to resolve the dispute, and

d. if the parties cannot resolve the dispute with the assistance of the mediator, then an unbiased decision-maker must determine the outcome of the dispute.

 

Disciplining members

 

60. The Committee can discipline a member of the Association if it considers the member has breached these Rules or if the member’s behaviour is causing (or has caused) damage or harm to the Association.

61. The Committee must write to the member to tell them why disciplinary action is proposed to be taken.

62. The Committee must arrange a disciplinary procedure that meets these requirements:

a. the outcome must be determined by a unbiased decision-maker

b. the member must have opportunity to be heard, and

c. the disciplinary procedure must be completed as soon as reasonably practicable.

63. The outcome of a disciplinary procedure can be that the member must leave the Association, for a period of time or indefinitely. The Association cannot fine a member.

 

Funds

 

64. The Association must not distribute funds, income or assets to members except as reasonable compensation for services provided or expenses incurred on behalf of the organisation.

65. The Association may derive or generate funds from joining and annual subscription fees, donations, grants, fundraising, interests, and any other sources approved by the Committee that are consistent with furthering the Association’s Purposes.

66. Cheques, EFT transfers or cash payments made from the Association’s funds must be authorised by two members of the Committee.

67. Financial records must be kept and stored for 7 years, and in accordance with any other applicable laws.

68. The Association does not have a common seal.

 

 

Alteration of rules

 

69. These Rules may be changed, added to, or replaced by special resolution of the Association’s members at a general meeting.

70. To pass a special resolution, 75% of votes cast by members present at a meeting and eligible to vote must be in favour of the resolution.

 

Winding Up

 

71. The members may vote by special resolution at a general meeting to wind up the Association.

72. If the Association is wound up, any surplus assets must not be distributed to the members or former members of the Associations, and (subject to the Act and any Court order) must be distributed to another organisation or organisations, so long as that other organisation or organisations are not carried on for the profit or gain of its members.