CONSTITUTION OF THE ACT BRANCH OF THE AUSTRALIAN WOUND MANAGEMENT ASSOCIATION.

Transcription

1 CONSTITUTION OF THE ACT BRANCH OF THE AUSTRALIAN WOUND MANAGEMENT ASSOCIATION. 26 June

2 TABLE OF CONTENTS Name of the Association... 3 Philosophy:... 3 Objectives of the ACTWMA... 3 Definitions:... 4 RULE Structure... 6 Branches... 6 RULE Powers of the Association... 6 RULE Membership and Dues... 7 Full Financial... 7 Associate... 8 Life... 8 Honorary... 8 Corporate... 8 Entitlement... 9 Membership Applications... 9 Membership Fees... 9 Renewal of Membership Cessation of Membership Register of Members RULE Committee Executive Positions Executive Committee Responsibilities President Vice President Treasurer Secretary Membership Secretary Immediate Past President Election of Office Bearers RULE Vacancies Removal of Committee Members RULE Financial Year and Meetings Annual Meeting Ordinary Business Committee meetings Voting at meetings Special/Extraordinary General Meetings RULE General Voting Procedures Proxy Voting RULE Non-Profit Clause RULE Winding-up Clause RULE Amendments

3 Name of the Association The name of this association shall be: The Australian Capital Territory Wound Management Association (ACTWMA). Philosophy: The ACTWMA believe that all people with, or who are likely to develop a wound are entitled to receive personalised care and management that is supported by validated research and/or best practice. Objectives of the ACTWMA 1. Promote increased awareness, knowledge and the application of effective wound management; 2. Establish a network of persons with knowledge and expertise in wound management; 3. Promote dissemination of current information and access to resources for health professionals and the broader community; 4. Promote wound management- related education for health professionals and the broader community; 5. Facilitate and encourage research to enhance the quality of wound management; 6. Be recognised as an authoritative body that consults with, makes representation to and advises local health authorities, local government and health care providers in regard to wound management; 7. Liaise and collaborate with other state/national/international associations or groups whose objectives seek to enhance wound management; 8. Promote and contribute to a national Journal of Wound Management and other relevant periodicals, books or educational material; 9. Develop fiscally responsible initiatives and strategies to ensure the ongoing financial viability of the Association; and 10. Conduct the business of the Association in a professional and ethical manner. 3

4 Definitions: In the context of this constitution and rules, unless the contrary intention appears: 1. Act refers to the Associations Incorporated Act 1991 of the Australian Capital Territory as amended from time to time and includes any reenactment thereof; 2. Association refers to the Incorporated Association known as ACT Wound Management Association Incorporated (referred to as ACTWMA); 3. Committee are the elected office bearers of the Association; 4. Executive Committee are the main office bearers of the governing body of the Association; 5. Chair means a person who presides over the ruling of a meeting; 6. Meeting means a general meeting of members of the Association convened in accordance with this constitution; 7. Special meeting means a special/extra ordinary general meeting of members of the Association convened in accordance with this constitution; 8. Member means a member of the Association in accordance with this constitution; 9. Month means a calendar month; 10. Year means a calendar year; and financial year means the year beginning 1 July and ending 30 June; 4

5 11. The expressions in writing and written include printing, lithography and other modes of reproducing or representing words in a visible form and include facsimile transmission, website publication and ; 12. When any provision of the Law is referred to the reference is to that provision as modified by any Law for the time being in force. 13. (i) (ii) An expression defined in the Law will bear the same meaning in this constitution unless that expression is otherwise defined in this constitution; The provisions of the Legislation Act 2001 of the ACT apply to and in respect of this enactment under this Constitution in the same manner as those provisions would so apply if these rules were an instrument under the Act. 14. Words importing the singular number include plural and vice versa. Words importing one gender include other genders. Words importing persons include companies, corporations and public bodies wherever incorporated or domiciled; 15. Scrutineer means a person appointed in accordance with the provisions of this constitution to supervise the voting process and counting of votes; 16. Tally person means a person appointed by the chair to count and check the votes when required; and 17. The registered office of the Association shall be the mailing address of the Secretary of the Association. 5

6 RULE 1 Structure RULES The association is a multidisciplinary, non-profit association consisting of persons who are committed to developing and improving wound management for all individuals through education, research, communication and networks. All affairs of the Association will be subject to federal and Australian Capital Territory laws, all the provisions set forth in the Act and this Constitution. Branches The ACTWMA shall be autonomous in matters relating to the branch but shall be subject to the control and direction of the Executive Committee in matters affecting more than one branch or the interests of the association as a whole. The branch has its own articles of Association, which are in harmony with the Constitution of the Australian Wound Management Association (AWMA). RULE 2 Powers of the Association For the purpose of carrying out its objectives the Association may, subject to the Act and compliance with all laws: 1. Open and operate bank accounts; 2. Invest its monies - i) In any security in which trust monies may, by Act of Parliament, be vested or ii) In any other manner authorised by this Constitution; 6

7 3. Raise, accept, borrow, lend or donate any monies, gifts or properties upon such terms and conditions as the Association deems appropriate; 4. Give such security for the discharge of liabilities incurred by the Association as the Association deems appropriate; 5. Appoint, employ, remove or suspend agents transacting any business of the Association on its behalf; 6. Enter into any other contract the Association considers necessary or desirable; 7. Print, publish or otherwise produce any journals, periodicals, newsletter, books, leaflets or educational material that the Association may think desirable for the promotion of its objectives; and 8. Do all such other things as are incidental or conducive to the attainment of the objectives and the exercise of the powers of the Association. RULE 3 Membership and Dues Membership of the Association shall be under one of the following designations: Full Financial Open to all persons with recognised Medical, Nursing, Academic, Scientific or Allied Health qualifications interested in or involved with wound management, wound research or the teaching of wound management. All full financial members are eligible to vote at all General/Special/ Extraordinary meetings and hold an elected office. 7

8 Associate Open to all professional persons who are retired, not actively involved in wound management, are students or reside in another country, or do not have recognised Medical, Nursing or Allied Health qualifications. An Associate member does not have voting rights and may not hold office, be an active member of any of the Association's committees, or have any share in the assets of the Association. Life Shall be awarded by the Association to a member in recognition of significant contribution to wound management. Life membership shall encompass all privileges of a full financial member. Life membership shall be confirmed by a resolution passed at an Annual General Meeting of the Association and a full financial member must make nomination. Honorary Shall be awarded by the Association to any individual or group in recognition of special services to the Association. Honorary membership does not include the privilege of voting or holding office. Honorary membership shall be confirmed by a resolution passed at an Annual General Meeting of the Association and a full financial member must make nomination. Corporate Any corporation whose financial basis stems from the manufacture, direct wholesale, sale and distribution of any product that may be used in the management of a person with a wound may apply for corporate membership. This will cover all employees of the company. 8

9 One set of regular correspondence will be distributed per Corporate membership. A Corporate member can include an individual person in his or her capacity as an employee of their organisation or comprising membership of a partnership, unincorporated association or institution and their employees A Corporate membership entitles an organisation to have two representatives attend ACTWMA quarterly educational sessions. This does not include discounted registration fees for local (ACTWMA) and national conferences (AWMA). Entitlement A Corporate member does not have voting rights and may not hold office, be an active member of any of the Association's committees or have any share in the assets of the Association. Membership Applications All applications for full financial, associate corporate membership must be made in writing and signed by the applicant. Upon acceptance of the application and, if applicable, upon payment of the membership fee, the applicant should be considered a member. Membership Fees 1.Membership fee for each member shall be paid to the Association annually; 2. Life and Honorary members are exempt from membership fees; 3. The executive committee shall determine the fee structure of the Association annually; 4. The Association agrees to pay capitation fee to AWMA on receipt of invoice; 9

10 5. The Association shall forward the annual capitation fees to the AWMA Treasurer no later than 30 November each year; 6. The Association agrees to forward quarterly amendments/additions of its membership to the AWMA secretary throughout the year. In addition the Association shall forward to AWMA Secretary a current membership list together with the capitation fee; Renewal of Membership Membership fees are payable to the State/Territory Associations or the Association at such time as determined by them. Cessation of Membership A member will cease to be a member if s/he: i). Notifies the secretary of the Association in writing of the desire to resign Membership of the Association shall cease upon receipt of this notice. Any member so resigning shall be liable for any outstanding monies owed to the Association, which shall be recovered as a debt to the Association. ii) Fails to pay any subscription within three (3) calendar months of the due date of payment or by such time period as determined by the Association. iii). Conducts their activities in a manner, which discredits, or is injurious to, the character or the interests of the Association. The member will be given opportunity to defend and to justify said conduct before the Committee and/or in writing. If the member fails to appear at, or reply to any inquiry, the Committee may proceed in the member s absence and resolve by a majority of two-thirds to empower its findings. 10

11 Register of Members 1. The committee shall keep or cause to be kept a Register of Members in which shall be entered the names and preferred addresses of all persons admitted to membership of the Association and the dates of their admission; 2. The Register shall be open for inspection at all reasonable times by any full member who previously applies to the Secretary in writing for such inspection. The Register will not be available to non members; 3. Any member may access, update and amend their personal information contained in the register upon prior written notice to the membership secretary. Access to the register will be in accordance with the provisions of the Privacy Act 1988 of the Commonwealth of Australia as amended from time to time; 4. The Membership Secretary shall ensure maintenance of the Register and will be responsible to the Secretary for all correspondence related to membership including renewal notices; and 5. Members shall have the option to have their address withheld from any mailing list. RULE 4. Committee (i) The committee will be responsible for establishing the Association's policies, directing its activities and approving all actions pertaining to the business and management of the Association. (ii) The committee shall comprise 10 members: 11

12 Executive Positions. Nominated and elected according to the Constitution. President Vice President Secretary Treasurer Membership Secretary Immediate Past President* *(ex-officer position, automatic selection) Committee members will be nominated and elected by full financial members in accordance with this Constitution (iii) The Executive Committee of the Committee shall be President, Vice President, immediate past President, Secretary, Treasurer, Membership Secretary. In the event that a full Committee cannot be convened the Executive Committee shall have the power to approve any or all actions pertaining to the business and management of the Association. (iv) Should no nominations be received by the due date for an elected position on the committee, nomination may be called for and accepted form the floor at the Annual general meeting at which elections are to take place. Should there be no nominations for an elected position on the committee, the committee shall, in its discretion, elect a member to fill such vacancy. The elected member shall hold office until the next Annual general meeting or for a period of time the committee deems appropriate (v) Each delegate of the committee shall serve in an elected position for 2 years and shall be eligible for a further term of 2 years only in that position (ie a total of four years in any one position). Delegates are eligible for subsequent election to any other position under the same conditions. 12

13 (vi) Should any vacancy EXCEPT that of President occur in the Committee, the Committee shall fill such vacancy from the appropriate members of the Association and such member when appointed shall hold office for the unexpired portion of the predecessor s term. (vii) The committee shall have the right to co-opt additional members to assist in the management of the Association. (viii) The Committee shall have the authority to delegate any of its powers to a sub-committee/ad hoc committee to deal with any matter upon such terms as the Committee deems appropriate. (ix)the committee should determine the terms of reference and function of any appointed functions or sub committees. Executive Committee Responsibilities President 1. Shall be directly responsible to the members, for the administration of the Association; 2. Shall delegate Committee activities; 3. Shall chair all Committee meetings; 4. Shall chair all General meetings; 5. Shall perform all other duties as usually pertain to the office of the President or as directed by the Committee; and 6. Present a Presidents report to the Annual General Meeting 13

14 Vice President 1. Shall fill the office of President should that office become vacant; and 2. Shall assist the President to perform the duties pertaining to that office, or as directed by the Committee Treasurer 1. Shall keep or cause to be kept, correct records showing the financial affairs of the Association; 2. Shall manage the financial affairs of the Association; 3. Shall prepare three-monthly financial reports for the Committee; 4. Shall review financial affairs of the Association as necessary with legal counsel or tax adviser; 5. Shall prepare and present the annual audited budget report at each Annual General Meeting; and 6. All cheque payments require two signatures. Signatories will be Secretary and Treasurer and a nominated committee member Secretary 1. Shall be responsible for the accurate recording and transcribing of minutes of all official meetings of the Association, which will be distributed within 21 days; 2. (i) Shall be the nominated Public Officer of the Association and will carry out all the requirements of the Act in relation to incorporation; 14

15 (ii) If the public officer vacates the position, the Committee shall appoint a replacement within 14 days in compliance with Section 64 (3) of the Act. 3. Shall ensure that all records, books, documents and securities related to the operation of the Association are held in a safe place; 4. Hold the Seal of the Association and, only with the express authorisation of the committee, use the Seal and record the use of the Seal in the minute book of the Association. 5. Ensure all Annual General Meeting documentation and notification of the Annual General Meeting is sent to the members Membership Secretary 1. Shall ensure accurate records of membership are maintained; 2. Shall be responsible for all correspondence related to membership; 3. Shall actively solicit membership to the Association; 4. Prepare membership reports prior to committee meeting; and 5. Prepare and present an annual membership report at each Annual General Meeting. 15

16 Immediate Past President The term of office for the Immediate Past President is one year. The role of the Immediate Past President shall be to: i) Facilitate the transition of the newly elected president into their role as president; and ii) Act as a mentor to the newly elected president and committee Election of Office Bearers 1. Nominations of committee positions due for election shall be received by the Secretary of the Association 49 days preceding the Annual General Meeting; 2. The names of the nominees shall reach the Secretary at least 14 days prior to the Annual General Meeting. Such nominated delegates shall be ratified as members of the Committee at the Annual General Meeting; 3. All nominations submitted must be on the official nomination forms 4. Candidates for election may be nominated for up to 2 positions; however, they must indicate their preference of election at the time of nomination for positions so nominated, as candidate, may be declared elected to one position only. RULE 5 Vacancies For the purposes of these Rules, a vacancy in the office of a Member of the Committee occurs if the Member: i) dies; ii) ceases to be a Member of the Association; iii) resigns the office; iv) is removed from office pursuant to rule 7(2) v) becomes an insolvent under administration within the meaning of the Corporations Law; 16

17 vi) suffers from a mental or physical incapacity; vii) is disqualified from office under subsection 63(1) of the Act; or viii) is absent without the consent of the Committee from all meetings of the Committee held during a period of 6 months. Removal of Committee Members The Association in general meeting may by resolution, subject to Section 50 of the Act, remove any Member of the Committee before the expiration of the Member's term of office. RULE 6 Financial Year and Meetings Financial year shall be the financial year from July 1 to June 30; Annual Meeting 1. The Annual General Meeting shall be held in the first half of the financial year. Every financial member will receive not less than 30 days notice of such meetings; 2. Quorum for an Annual General Meeting will be a minimum of 15 full financial members. Ordinary Business The ordinary business of an Annual General Meeting shall deal with: i) The minutes of the preceding Annual General Meeting and of all Special/ Extraordinary General Meetings held since the previous Annual General Meeting; ii) The annual report of the Committee; iii) The accounts and finances of the Association; iv) Election of Committee members; v) Election of Auditor; 17

18 vi) All business transacted at an Annual General Meeting other than the business referred to in Rule 6.shall be deemed to be Special Business. vii) No Special Business shall be considered at an Annual General Meeting unless written notification and/or the Secretary receives the relevant motion at least 49 days prior to the Annual General Meeting. Committee meetings 1. Meetings shall be held at the discretion of the Committee and in accordance with the Constitution; 2. Notice of meetings shall be given verbally at the end of the preceding meeting; 3. A quorum for Committee Meeting will be 6; 4. A meeting shall be adjourned 30 minutes after the time of meeting is convened if a quorum is not present. Voting at meetings The President shall have a casting vote in addition to a deliberative vote. Special/Extraordinary General Meetings 1. Special/Extraordinary General meetings may be called at the request of the committee or 15 full financial members; 2. Every financial member will receive not less then 30 days notice in writing of this meeting. Business to be discussed will be listed on this notice; and 3. A quorum for Special/Extraordinary General Meetings will be 15 financial members. 18

19 RULE 7 General Voting Procedures 1) All members seeking office or intending to exercise voting rights shall be full financial members of the Association; 2) All eligible members shall have one vote only; 3) All votes shall be given personally, by proxy or by post to the Secretary; 4) Voting shall be by a show of hands or secret ballot; i) A simple majority.will determine the result of all voting procedures ii) In the event of a tied vote a secret ballot shall be conducted and the result determined in accordance with Rule 7 iii) In the event of tied secret ballot the Chair shall have the casting vote. 5) The tally person and scrutineer should not be a member of the Executive Committee and should not be nominator, or seconders of candidates or motions; and 6) Any candidate or mover of a motion has the right to appoint a scrutineer to oversee the counting of any secret ballots. Proxy Voting A proxy vote must be completed on the ACTWMA proxy voting form and signed by the member issuing the vote. The Secretary must receive the form prior to the commencement of the meeting at which it is intended to be used 19

20 RULE 8 Non-Profit Clause The income and property of the Association shall be applied solely towards the promotion of the objects 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 or relatives of members of the Association provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of the Association or to any member of the Association in return for any services actually rendered to the Association or reasonable and proper rental for premises let by any member to the Association. RULE 9 Winding-up Clause If upon winding-up of dissolution of the Association there remains after satisfaction of all debts and liabilities any property whatsoever, such property shall be distributed to other body or bodies having similar objects or to such charitable body or bodies and which shall prohibit the distribution of its income and property among its members. RULE 10 Amendments Amendments to the constitution shall be referred to the Committee. The amendments shall then be submitted in writing to the committee secretary at least 49 days prior to the Annual General Meeting or Special General Meeting for this purpose. The amendment/s shall be debated and put to the vote and must be approved by two-thirds (2/3) of the membership voting. 20