| Powers
3. For the purpose of giving effect
to its objects, ANZSIL may:
- 3.1 arrange meetings of its members
- 3.2 arrange conferences, seminars
and other meetings
- 3.3 publish and distribute, or
assist in publishing and distributing, any newsletter, periodical,
book, article, leaflet, computer software, audio visual materials
or other similar item that ANZSIL considers desirable for the promotion
of its objects
- 3.4 receive subscriptions from
members
- 3.5 apply for and accept money
and any other form of property by grant, gift, bequest or otherwise
for its objects
- 3.6 undertake or direct or grant
sums of money from ANZSIL's funds in pursuit of its objects
- 3.7 invest ANZSIL funds not immediately
required
- 3.8 collect documents and information
to provide resources for the pursuit of its objects
- 3.9 employ such persons or other
bodies as ANZSIL deems necessary to fulfil its objects
- 3.10 do all such other lawful
things that are incidental or conducive to the attainment of one or
more of its objects.
|
| Secretariat
office
4. ANZSIL's secretariat and office
shall be located at premises nominated from time to time by its Annual
General Meeting. Until otherwise decided, ANZSIL's secretariat and office
will be based at the Australian National University.
Membership
5. Qualifications for ANZSIL membership
are:
- 5.1 Ordinary members
- A person must apply for membership,
subscribe to the objects of ANZSIL and pay the annual subscription.
- 5.2 Honorary members
- A person who is not a member of
ANZSIL, but who has made an extraordinary contribution to the objects
of ANZSIL may be nominated for honorary membership by any ANZSIL,
member and must be approved by the ANZSIL Council. Nominations, seconded
by two other ANZSIL members, should be made in writing to the Secretary
with appropriate documentation.
- Honorary membership entails no
subscription.
- Honorary members shall take no
part in the governance of ANZSIL.
- 5.3 Life members
- A person who has been an ANZSIL
member for fifteen or more years, has served as a Council member for
four or more years and has contributed significantly through involvement
in international law to the advancement of international law in Australia
or New Zealand may be nominated for life membership by any ANZSIL
member and must be approved by the ANZSIL Council. Nominations, seconded
by two other ANZSIL members, should be made in writing to the Secretary
with appropriate documentation.
- The Council may relax the eligibility
criteria for life membership in special circumstances.
- Life membership entails no subscription.
Register
of members
6. ANZSIL shall maintain a register of
current members with the full name and address of each member. It is the
responsibility of each member to ensure that they advise the Secretary
of ANZSIL of their current address. All mailings to ANZSIL members shall
be to the addresses indicated on the register, unless a member otherwise
directs by written notice to the Secretary.
Membership
subscription
7. The annual subscription for each member
shall be proposed by Council and adopted by the Annual General Meeting.
Cessation
of membership
8. A person ceases to be a member of
ANZSIL in the case of:
- 8.1 resignation by written notice
to the Secretary
- 8.2 failure to pay the annual
subscription within four months of the due date
- 8.3 expulsion approved by the
Council on the grounds that the person has refused or neglected to
comply with this Constitution or acted in a manner prejudicial to
the interests of ANZSIL, provided that such person be given sixty
days notice of a resolution for expulsion and an opportunity to attend
and speak at the Council meeting at which the resolution is to be
considered or to give any explanation in writing.
- An expelled member may appeal
to a general meeting of ANZSIL by lodging notice to that effect with
the Secretary within seven days of receiving notice of the Council
expulsion resolution. A general meeting should be held within 21 days
after the Secretary received the appeal notice or as soon as practicable
after that date.
Council
9. There shall be a Council of ANZSIL
comprising ten members, five of whom shall hold the positions of President,
Vice-President (two), Secretary, and Treasurer.
- 9.1 The President,. Vice-Presidents,
Secretary and Treasurer shall constitute the Executive Committee of
Council (Executive). The Secretary shall be the Public Officer of
ANZSIL for the purposes of the Associations Incorporation Act 1991
(ACT).
- 9.2 At least two members of the
Council, and one of the Vice-Presidents, shall be resident in New
Zealand.
- 9.3 The Council shall be elected
by a postal ballot of all members. Allocation of Executive positions,
apart from that of the office of President, shall be decided by the
Council.
- 9.4 The President shall be elected
to that position by postal ballot of all members.
- 9.5 Subject to 9.6, all elected
positions shall be for a two year term. No member may serve on Council
for more than three consecutive terms of two years and no member may
serve as President for more than two consecutive terms of two years.
- 9.6 An annual election shall be
held for five Council vacancies, including every second year the position
of President, except in the case of the first election when ten Council
members, including the President, will be elected. Five of the Council
members elected in the first election (excluding the President) shall
serve for a one year term and five (including the President) for a
two year term. The length of the terms of members of the first Council
(other than the President) shall be determined by lot.
- 9.7 If any Council position becomes
vacant, the Executive may appoint a member to fill the vacancy until
the next succeeding postal ballot of members.
- 9.8 Council may co-opt up to three
other members who can play a valuable role in ANZSIL on an annual
renewable basis, but such members shall not be a member of the Executive.
- 9.9 The President shall preside
at Council, Executive and ANZSIL meetings. If the President is absent,
the members present shall elect one of the members of Council present
at the meeting to preside.
Election
of Council and President
10 Nomination of candidates for election
as members of Council or President shall be made in writing, signed by
two ANZSIL members and accompanied by the written consent of the candidate.
- 10.1 Nominations shall be delivered
to the Secretary by a date fixed by the Council to allow the results
of the postal ballot to be known in advance of the Annual General
Meeting. At least four weeks notice of the nomination deadline shall
be given to members.
- 10.1.i In the case of the first
election, nominations shall be called by and delivered to the existing
ANZSIL secretariat at the Australian National University. An interim
Executive of three persons shall be elected at the meeting at which
this constitution is adopted to organise the first election, which
shall be held within three months of the adoption of the constitution.
The subsequent election shall be held in accordance with the timetable
set out in 10.1.
- 10.2 If insufficient nominations
are received to fill all vacancies on the Council, the candidates
nominated shall be deemed to be elected and further nominations shall
be called, and voted upon at the Annual General Meeting.
- 10.2.i If the number of nominations
received is equal to the number of vacancies to be filled, the persons
nominated shall be deemed to have been elected.
Powers
of Council and the Executive
11. Council shall have the power to make
decisions concerning the management of ANZSIL. It may decide to delegate
certain of its management responsibilities to the Executive.
Meetings
of Council and the Executive
12. Council shall meet at least twice
in a calendar year and at other times as determined by the Executive or
by a majority of Council. The Executive shall meet at least quarterly
and at other times as it shall determine.
- 12.1 A meeting may be by telephone
conference.
- 12.2 A Council quorum is four
members including at least one non-Executive member; an Executive
quorum is three members.
- 12.3 Each member of the Council
shall ' have one vote at a Council meeting and, in the case of an
equality of votes, a motion shall be lost. The same principle applies
to Executive meetings.
- 12.4 Minutes of all Council and
Executive meetings will be circulated to all Council members within
six weeks of the meeting.
Annual
general meetings
13. ANZSIL shall hold an Annual General
Meeting (AGM).
- 13.1 The date and location of
the AGM shall be determined by Council. Notice of the AGM shall be
sent by the Secretary by mail to each member at least fourteen days
before the date of the AGM, specifying the place, date and time of
the meeting and the nature of the business to be transacted at the
AGM.
- 13.2 The ordinary business of
the AGM shall be to:
- 13.2.i confirm the minutes of
the last preceding AGM and of any General Meeting held since that
meeting
- 13.2.ii receive and consider reports
from the Council and the Executive on the activities of ANZSIL, during
the preceding financial year, which runs from 1 January until 31 December
- 13.2.iii announce the results
of the ballots held for the election of Council members according
to Rule 9
- 13.2.iv receive and consider the
statement of accounts and the financial reports that are statutorily
required to be submitted to members.
- 13.3 The AGM shall consider special
business of which notice is given in accordance with these rules.
- 13.4 The quorum for the AGM shall
be fifteen financial members.
- 13.5 A question arising at an
AGM shall be determined on a show of hands and, unless before or on
the declaration of the show of hands a poll is demanded, a declaration
by the person presiding that a resolution has, on a show of hands,
been carried or carried by a particular majority or lost, or an entry
to that effect in the minute book of ANZSIL, is evidence of the fact
without proof of the number of the votes recorded in favour or against
that resolution.
- 13.6 A member may vote at an AGM
in person or by proxy. Upon a show of hands each member present shall
have one vote and upon a poll each member present or by proxy shall
have one vote.
- 13.7 The proxy-appointing instrument
must be received by the Secretary (or other person specified in the
notice convening the meeting) at least forty-eight hours before the
AGM. The instrument shall be in writing signed by the appointor and
shall be in or to the effect of the following form:
ANZSIL
I,__________________________
of ________________________________ being a financial member of
ANZSIL hereby appoint ________________________________________ of
_________________________ or failing her/him, of___________________________
as my proxy to vote for me and on my behalf at the AGM of ANZSIL
to be held on ________________ (date) and at any adjournment of
the meeting.
signed
at ______________________________ on ___________________________
General
meetings
14. Council may convene a General Meeting
of ANZSIL whenever it thinks fit, or at the request of at least ten percent
of its total membership.
- 14.1 The rules of procedure for
General Meetings shall be the same as for the AGM.
Financial
records
15 True accounts shall be kept of all
sums of money received and expended by ANZSIL and the matter in respect
of which the receipt or expenditure takes place; and of ANZSIL's property,
credits and liabilities.
- 15.1 The accounts shall be kept
at the ANZSIL Secretariat or at such other place as Council may decide.
- 15.2 The accounts shall be open
to inspection of ANZSIL members, subject to any reasonable restrictions
as to the time and manner of inspection.
- 15.3 The Treasurer shall ensure
that all financial records of ANZSIL are kept in a form and manner
as Council shall direct.
Banking
and finance
16. Council shall open bank accounts
in the name of ANZSIL into which all monies shall be paid as soon as
possible after they are received.
- 16.1 The Treasurer shall be responsible
for the receipt of all monies paid to ANZSIL.
- 16.2 No payments shall be made
from ANZSIL funds otherwise than by cheque drawn on ANZSIL's bank
accounts, except with the authority of the Executive.
- 16.3 All expenditure shall be
approved by the Executive.
- 16.4 All cheques and other negotiable
instruments shall be signed by the Treasurer and one other member
of the Executive, or in the Treasurer's absence, by such other members
of the Executive as Council may nominate for that purpose.
Income
and property
17. All income and property of ANZSIL
shall be applied solely towards the promotion of the objects of ANZSIL.
No portion of the income or property shall be paid or transferred in
any way to persons who are or have been members of ANZSIL.
- 17.1 Payment in good faith of
reasonable and proper remuneration to any person or other body for
services rendered to or goods supplied to ANZSIL is not precluded
by this provision, nor is the payment of interest (at a rate not exceeding
the rate from time to time charged by trading banks in the Australian
Capital Territory on advances on overdraft accounts) on money borrowed
from any ANZSIL member or reasonable and proper rent for property
let by any ANZSIL member.
Auditors
18. An Auditor shall be appointed
at each AGM.
- 18.1 The Auditor shall not be
an ANZSIL member and shall hold office until the next succeeding ANZSIL
meeting and shall be eligible for reappointment.
- 18.2 If an appointment of an Auditor
is not made at an AGM, the Executive shall appoint an Auditor for
the then current financial year.
- 18.3 If the office of Auditor
becomes vacant, the Executive shall appoint a person to fill the vacancy
until the next succeeding AGM.
Audit
of accounts
19. The ANZSIL accounts shall be examined
by the Auditor at least once in each financial year. The Auditor shall
certify as to the correctness of the financial statements and shall
report on them to the AGM.
- 19.1 The Auditor shall have a
right of access to all the financial records of ANZSIL.
- 19.2 The Auditor may require from
the officers and employees of ANZSIL such explanation as may be necessary
for the audit.
- 19.3 The Auditor's report shall,
state whether:
- 19.3.i the Auditor has obtained
the information required
- 19.3.ii in the Auditor's opinion,
the financial statements are properly drawn up to present a true and
correct view of the financial position of ANZSIL according to the
information obtained by the Auditor and
- 19.3.iii the rules relating to
the administration of the funds of ANZSIL have been observed.
ANZSIL
common seal
20. The common seal of ANZSIL shall
be held by the Secretary.
- 20.1 The seal shall not be affixed
to any instrument except by the authority of Council. The affixing
shall be attested by the signatures of two members of the Executive.
Alteration
of Constitution
21. This Constitution may be altered
only in accordance with the provisions of Associations Incorporation
Act 1991 (ACT).
Winding
up
22. In the event that ANZSIL is wound
up, each member is liable to contribute to the payment of the liabilities
of ANZSIL and the cost of winding up. Liability for contribution shall:
- 22.1 apply while the member remains
a member and for one year afterwards
- 22.2 apply only to such liabilities
contracted before the member ceased to be a member
- 22.3 not exceed an amount equal
to the annual subscription for ANZSIL for the last complete financial
year prior to the date of winding up.
Asset
distribution
23. If after the winding up or dissolution
of ANZSIL and the payment of all its liabilities there remains any property,
it shall be, on a resolution passed by a two-thirds majority of the members,
given or transferred to one or more organisations engaged at the time
of winding up or dissolution in activities related to one or more objects
of ANZSIL. |