The Society shall be known as:
"THE AUSTRALIAN PHYSIOLOGICAL SOCIETY INC."
2.1 The objects of the Society are the advancement of the science of Physiology, the encouragement of all aspects of research and teaching in this discipline, and the general dissemination of knowledge of this and related disciplines.
2.2 These rules and the statement of purposes of the Society shall not be altered except in accordance with the Associations Incorporation Act (1981) of Victoria.
3.1 The Society consists of Members, Honorary Members, and Student Members.
3.2 The persons whose names are set out in the First Schedule of this Constitution are the first Members of the Society.
3.3.1 A general meeting of the Society may admit additional members from a list of persons on whom Council has conferred provisional membership.
3.3.2 The Society, in its Domestic Rules, may impose conditions to be fulfilled by candidates seeking election to provisional membership.
3.3.3 The Council may confer provisional membership on persons who have been nominated for membership by a member of the Society and/or they are engaged in activities related to the science of Physiology and have fulfilled such conditions for election as may have been promulgated in the Society's Domestic Rules.
3.3.4 The names of persons upon whom the Council has conferred provisional membership shall be presented to a general meeting of the Society for confirmation of their membership. In the event that such a meeting declines to confirm the membership of a provisional member, the Treasurer shall refund to that person, any payment by way of a subscription that he or she may already have made.
3.4 Honorary Members may be elected at the Annual General Meeting on the nomination of Council.
3.5 A member may resign from the Society by notice to the National Secretary. Resignations shall be without prejudice to the right of the Society to recover any amount due to the Society at the date of resignation.
3.6 If a member fails to pay his or her subscription for two consecutive years, except when exempted by Council, the Treasurer may by notice require the Member to pay his or her arrears of subscription within one month from the date of notice, and if the arrears are not paid within that time the member shall forthwith cease to be a Member of the Society, without prejudice to the right of the Society to recover any amount due by the Member of the Society at that date. Otherwise there shall be no procedure for disciplining members.
3.7 If a former member of the Society whose membership has lapsed under the provisions of Clause 3.6, should subsequently apply to rejoin the Society, Council may agree to readmit that person to membership provided he or she pays as arrears a sum equal to one year's membership subscription at the current rate in addition to paying the subscription due with respect to the year in which he or she is readmitted to membership.
3.8 The Treasurer and IT Manager shall keep and maintain a register of members in which shall be entered the full name, postal and email address and date of entry of the name of each member, and the register shall be made available on the Society's web site.
4.1 The governing body of the Society is a Council consisting of: the Officers; an Associate Editor who shall assist the Editor and be responsible for the Society Newsletter; a Webmaster responsible for the Society's web site; an IT Manager responsible for technical aspects of the web site, on-line Proceedings, membership database and mailing lists; and six councillors elected by the Ordinary Members and a seventh Councillor elected by the Student Members, together with such members as may be co-opted to Council in accordance with sub-clause 12 of this clause.
4.2 The Officers of the Society shall be the President, the President-elect if applicable in accordance with sub-section 4.4.1 and 4.5 of this clause, the National Secretary, the National Secretary-elect if applicable in accordance with sub-section 4.4.2 and 4.6.1 of this clause, the Treasurer and the Editor, who shall constitute the Executive Committee.
4.3 The first Council consists of the persons whose names, offices and term of office are set out in the Second Schedule to this Constitution.
4.4.1 The President-elect shall be elected at an Annual General Meeting on the nomination of the Council. This election will take place one year before the due date for the retirement of the President. In the event that the Annual General Meeting should not wish to accept the Council's nomination, the matter shall be referred back to the Council who shall make a further nomination at the next business meeting of the Society.
4.4.2 The National Secretary-elect shall be elected by ballot among the members of the Society, conducted in accordance with the rules set out in the Third Schedule. Nominations and election for this office will take place one year before the retirement of the incumbent National Secretary.
4.4.3 The Treasurer and elected Councillors shall be elected by ballot among the members of the Society, conducted in accordance with the rules set out in the Third Schedule.
4.4.4 The Council shall appoint the Editor, Associate Editor, IT Manager, Webmaster and Membership Officer (who, where possible, is an elected member of Council).
4.5 The President may hold office for the period between four Annual General Meetings, and may be re-elected for a further period of two years. After expiration of five years continuous tenure of office, the President will not be eligible for re-election until the period between four annual general meetings has elapsed. The office of President will, upon the retirement of the incumbent President, be assumed by the person who occupies the office of President-elect.
4.6.1 The National Secretary and Treasurer may hold office for the period between four Annual General Meetings, and will be eligible for re-election for a further period of two years, but after the expiration of five years continuous tenure of office, the National Secretary and Treasurer will not be eligible for election as an office bearer of the Society until a further period of one year has elapsed. The office of National Secretary will, upon the retirement of the incumbent National Secretary, be assumed by the person who occupies the office of National Secretary-elect.
4.6.2 The Editor, Associate Editor, IT Manager and Webmaster may hold office for the period between four Annual General Meetings, and may be re-appointed for further periods of two years.
4.7 Subject to sub-clause 3 of this Clause, Councillors elected by the Ordinary Members shall hold office for the period between four Annual General Meetings and the Councillor elected by the Student Members for the period between three Annual General Meetings and shall thereupon be ineligible for re-election as Councillors until the expiration of a further year.
4.8 So far as possible in the election of Councillors, regard shall be had to securing representation from each of the Australian States and Federal Territories, but failure to secure such representation shall not invalidate any election and the powers of the Council shall be unaffected by any such failure.
4.9 The quorum at a meeting of Council shall be five members of Council of which at least one shall be an Officer of the Society.
4.10 The National Secretary may, by notice, call meetings of Council at any time and shall do so on request from any two Councillors.
4.11 The President, or in the absence of the President, the National Secretary or Treasurer, shall take the Chair at Council meetings unless and until at any meeting Council resolves to appoint another of its members as Chair.
4.12 Council may, from time to time, co-opt Members of the Society to be members of Council, but the total number of Council Members shall not at any time exceed eighteen. Co-opted members shall cease to hold office at the ensuing Annual General Meeting, and may be co-opted again.
4.13.1 If any of the Officers of the Society resigns or for any reason becomes incapable of completing his or her term of office, or if any Office remains vacant following the conclusion of an Annual General Meeting, the Council shall appoint a member of the Society (who may, but need not be an Officer or an elected Councillor) to perform the duties of the Office until the next Annual General Meeting and, if the term of office of the Officer in question would have extended beyond the next Annual General Meeting, the Council shall nominate a member of the Society for election at the Annual General Meeting to fill the Office for the remainder of the term of that Officer.
4.13.2 If an elected member of Council, not being an Officer, resigns or for any reason becomes incapable of completing his or her term of office, notwithstanding the provisions of Clause 4.12, the Council may co-opt a member of the Society to the Council to serve until the expiry of the remainder of the term for which the said Councillor had been elected.
4.13.3 If a position as an elected member of Council would otherwise remain vacant because there had been an insufficiency of nominations on the closing date set by the National Secretary for receipt of nominations for election to Council, the Council at its next meeting shall appoint a member of the Society to the Council, the provisions of clause 4.12 notwithstanding, to serve as if he or she had been nominated for and elected to that position.
4.14 Subject to the Constitution and to resolutions of Annual General Meetings, the Council shall have the general conduct and superintendence of the affairs of the Society, and may on its behalf make contracts, execute documents, employ persons, acquire and dispose of property of any kind, invest and vary investments, incur expenditure, and reimburse its members and other persons for expenditure incurred by its authority, provided that service in the Council shall be honorary; the Council has no authority to pledge the credit of Members and expenditure incurred by Council shall be met solely from property under its control.
4.15 The President is the Chair of the Society, the National Secretary is the Chief Executive Officer and Clerical Officer of the Society, and the Treasurer is the Society's executive officer in relation to finance and property.
4.16 The Executive Committee as defined in clause 4.2 shall be empowered to make and implement day-to-day decisions on behalf of Council on all matters, with the exception that matters relating to election of members, to selection of invited lecturers, to appointments to membership of committees of Council, to amendments to the Constitution or Domestic rules or to general policies of the Society require consideration by the full Council.
4.17 Council shall act by majority and the Chair shall not have a casting vote.
4.18 Council shall appoint an archivist, not necessarily a Council member, who under general supervision of the National Secretary, shall keep or make such records of the activities of the Society as from time to time shall be deemed appropriate by the Council.
4.19 The Common Seal shall be kept in the custody of the National Secretary.
4.20 The Common Seal shall not be affixed to any instrument except by authority of the Council and the affixing of the Common Seal shall be attested by the signatures either of two members of the Council or of one member of the Council and the National Secretary of the Society.
5.1 The annual subscription due from any type of member shall be a sum determined at a General Meeting.
5.2 Subscription shall be due on the last day of June in each year.
6.1 The moneys of the Society shall be kept in bank accounts in the name of the Society and shall be expended in accordance with resolutions of Council. The Treasurer shall be a signatory on all cheques which shall also require the signature of the National Secretary or of a Councillor and banks shall assume that cheques so signed have been drawn with Council's authority.
Provided that where Council has approved the holding of a scientific meeting of the Society, the Local Secretary appointed in accordance with the domestic rules shall open a bank account locally in the name of the Society and shall be the signatory of cheques drawn on that account.
The sources of funds of the Society shall be from membership subscriptions, profits of its meetings and from interest on such appropriate investments as Council decides.
6.2 Other property of the Society shall be vested in two or more trustees who may be Members or members of Council or other persons appointed from time to time by Council on such terms as Council thinks fit. Trustees shall deal with the property of the Society and make such appropriate investments as Council directs.
6.3 Subject to the directions of Council, the Treasurer shall keep the accounts of the Society, which shall be audited by a person appointed for that purpose from time to time by the Council. The Treasurer or an appropriate member as determined by Council shall have custody of the books, documents and securities of the Society.
6.4 The accounts which are prepared and submitted by Local Secretaries shall constitute part of the Society's accounts. The accounts of the Local Secretary shall be audited by the auditor appointed by Council to audit the Society's accounts.
6.5 The accounts referred to in item 6.3 shall be available for inspection by members.
7.1 General Meetings of the Society shall be held at times and places fixed by Council, on notice to Members given by the National Secretary at least three weeks before the date of the meeting; dating each 12 months period between July 1st and the following June 30th (i.e. financial year), one such meeting shall be called the Annual General Meeting. In the event of such a period elapsing without the holding of an Annual General Meeting, any three Members may, by notice, call a meeting at a place and at a time not less than three weeks from the date of the notice, chosen by them, and the meeting so called shall be the Annual General Meeting in respect of the immediately preceding financial year. Notices of motion shall be made within four weeks of the meeting, or during the meeting.
7.2 There shall be scientific meetings of the Society at times and places to be fixed by Council. These will usually, but not necessarily, coincide with General Meetings of the Society.
7.3 A quorum for any General Meeting shall be thirty members, who may be members of Council.
7.4 The President shall take the chair at General Meetings of the Society including the Annual General Meeting. In the absence of the President, the National Secretary shall invite another member of the Society to act as Chair.
7.5 The Annual General Meeting shall receive and may debate a report on the year's activities of the Society to be presented by the National Secretary on behalf of the Council, a financial report and summary of accounts to be presented by the Treasurer on behalf of the Council, an editorial report to be presented by the Editor, a Webmaster's report concerning the operation of the Society's web site, and a report from the IT Manager on the operation of the various Information Technology resources employed by the Society.
7.6 Subject to Clause 11 of the Constitution, General Meetings including the Annual General Meetings shall deal with any business brought before it by Council, or required to be brought before it by the Constitution, and, by leave of the Members present, may also deal with any motion or other business proposed or raised by a Member present at the meeting.
7.7 Subject to Clause 10 and 11 of the Constitution, all General Meetings shall act by majority and the Chair shall not have a casting vote.
7.8 Proxy voting is not permitted by the Society.
8.1 Council may authorize the establishing of branches of the Society in such places and under such rules, not inconsistent with the Constitution, as it approves. No person shall be a member of a branch unless he or she is a Member of the Society or becomes one within six months of his or her admission as member of a branch.
8.2 Council shall report the formation of a branch and the rules approved for the branch at the ensuing Annual General Meeting, which may by resolution then dissolve the branch or vary its rules.
Notices and requests required or authorized by this Constitution shall be in writing. Those sent to Members may be posted to the address of a Member shown in the roll of Members kept by the National Secretary and shall be deemed to be received eight days after posting.
10.1 The Constitution and objects may be amended by motion, of which at least four weeks notice has been given, at any General Meeting and carried by 3/4 of the Members present and voting, provided that a quorum for this purpose shall be forty members. If a quorum should be lacking, the meeting may resolve by a majority of 3/4 to decide the issue by an electronic mail ballot of all members. In this event 3/4 of members returning ballots will suffice to pass the proposed amendment.
10.2 On the recommendation of Council, a motion to amend the Constitution and objects may be put to the membership through an electronic mail ballot. The motion must be sent by electronic mail to the membership at least four weeks prior to the closing date for ballots to be returned. The National Secretary shall send to all members any discussion on the motion sent by electronic mail by a member.
11.1 The Society may be dissolved by motion of an Annual General Meeting carried by 3/4 of those present, pursuant to notice of motion given to the National Secretary not less than three months before the meeting.
11.2 On dissolution, the property of the Society shall not be distributed among members but shall be applied as determined by resolution of the last Annual General Meeting, or in default of such determination as determined by the persons constituting Council at the date of dissolution, to support study and research in physiology.
(Lists names and addresses of First Members)
(Lists names, addresses, offices, terms of office of First Council)
1. Not less than three months before the expiration of a term of office the National Secretary notifies Members of the impending vacancy or vacancies and calls for nomination of candidates for the position by a time which he or she fixes, being not less than one month nor more than two months before the date of the vacancy.
2. Any three Members including members of Council may nominate for the vacancy or vacancies any Member not disqualified for the position in question. Nominations shall be notified to the National Secretary within the time specified by him or her, and shall be signed by the nominators and by the person nominated to indicate the willingness of that person to stand.
3. The National Secretary shall fix a date for the determination of the election, here called the election date, which shall be no earlier than six weeks and no later than two weeks before the Annual General Meeting.
4. In the event of there being only so many nominations for a vacancy or vacancies as are required to fill it or them, the National Secretary shall, on the election date, declare the persons so nominated to be elected and notify the members accordingly.
5.1 In the event of the number of nominations being such as to make a poll necessary, the National Secretary shall advise members by email the names of those nominated together with a notification of the election date and voting instructions to Members. Voting shall be by electronic means, either an electronic voting system or email, using an email address created for the election that can be accessed by the National Secretary and the Returning Officer(s), by the Optional Preferential method as outlined in the Proportional Representation Manual 3rd edition (revised), 1977, published by the Proportional Representation Society of Australia.
5.2 Votes must be cast by the notified date and time, at which time the electronic poll will be closed OR in the case of an email polll being used, only emails received prior to the announced closing will be eligible for counting.
5.3 The National Secretary shall appoint one or two returning officers, who shall not be nominees or nominators of candidates, to count the email votes (two returning officers) or validate the electronic poll results (one returning officer). The poll shall be declared in advance of the Annual General Meeting and the Secretary shall report the outcome at the Annual General Meeting.
6.1 In the event of any dispute arising as to nominations, elections or the declaration of a poll, Council shall refer the dispute to the Commonwealth Electoral Office to decide the dispute and its decision shall be conclusive.
6.2 In the event of a dispute the Council shall remain in office until the determination of the dispute.
7. The persons elected shall take office immediately following the Annual General Meeting.
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