Constitution

Association of Building Consultants Incorporated (South Australia)
 

1. Name

The Association shall be called ASSOCIATION OF BUILDING CONSULTANTS INCORPORATED (hereinafter called "the Association").

2. Objects

The objects of the Association are:

  1. to represent building consultants, to act as an information and resource service to them, to promote the education of building consultants, to promote use of the services of building consultants by the public and the building industry, to encourage co-operation between building consultants, to deal with government and semi-government entities regarding the interests of building consultants and matters touching building consultancy, and to improve standards and accountability of building consultants;
  2. to encourage research and disseminate information relating to building practice and building consultancy to the members of the Association and to the public;
  3. to promote, and to publish, articles and material, case studies, new ideas, information, techniques, research and commentary relating to building and building consultancy;
  4. generally to represent and promote the interests of, and to improve the knowledge, skills and education of, and to encourage the activities (including recreational and social activities) of, building consultants;
  5. to promote and contribute to the development of building practice and building consultancy in Australia; and
  6. to do such other things incidental to the above which the Association or the Committee referred to in clause 7 may consider desirable in the interests of the Association and its members.

3. Powers

The Powers of the Association are:

  1. To receive accept and solicit subscriptions, donations, endowments and gifts of money, lands, hereditaments, stocks, funds, shares, securities and any other assets whatsoever.
  2. To affiliate with any body, whether incorporated or not, having the same or similar objects, or compatible or complementary objects, and to appoint representatives to any such body.
  3. To assist in or concur in the establishment of any other association having similar or complementary objects.
  4. In so far as the law may allow, to purchase, acquire, hold, maintain, lease and dispose of, any real or personal property and to erect, purchase, hire, maintain or furnish any buildings or appliances for the use and purpose of the Association.
  5. To borrow or raise money with or without security by any means whatsoever including overdraft, for any object of the Association and to mortgage or pledge any asset of the Association as security for any loan or guarantee and in so far as the law may allow to grant any debenture or fixed or floating charge over the assets of the Association or any of them.
  6. To publish such magazines, periodicals and reports as may be determined from time to time and to arrange or provide education and literature on the Association and relating to its objects among members and others.
  7. To join with any other body in carrying out any purpose for which the Association is formed either in partnership or in any other arrangements for joint action or co-operation.
  8. To appoint and dismiss such servants and staff as the Committee may think necessary from time to time upon such terms as the Committee may from time to time think fit.
  9. To arrange or provide recreation and other activities consistent with the objects of the Association.
  10. To give donations, subsidies or contributions to any association, or body, whether social, benevolent, educational, patriotic, charitable or otherwise and to establish and support or aid in the establishment and support of associations, institutions, funds or trusts of a social, educational, benevolent, patriotic or charitable nature and to endow, establish or give donations to or for scholarships, bursaries and grants in aid of an educational nature.
  11. To invest and deal with the moneys and assets of the Association not immediately required upon such securities or in such manner as may from time to time be determined.
  12. To do all such acts and things as may be calculated to attain or assist in the attainment of all or any of the above objects as the Committee or the Association may in its absolute discretion decide.

4. Assets of the Association

The income and property of the Association, from wherever derived, 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 of the Association or relatives of such members, 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 to the Association by any member of the Association.

5. Membership

  1. Notwithstanding any other provision of this Constitution, except for clause 10(b), to which this clause shall be subject, save for the members of the Association when initially incorporated, no person shall be admitted to membership of the Association unless at least three-fourths of the members of the Committee for the time being have accepted such person to be a member of the Association.
  2. Any interested person may nominate himself or herself, or any other person, to be a member.
  3. By a resolution of at least three-fourths of the members of the Committee for the time being, the Committee may accept any other person as a member of the Association if they consider such other person is a person who should, in the interests of and for the benefit of the Association, be admitted to membership.
  4. A member may resign at any time by notice in writing to the Secretary but no refund of fees shall then be payable.
  5. There shall be the following classes of members, each with the voting rights as indicated, on any question for decision:
      1. Life members, who shall each have one vote. A Life member would also be a Fellow or an Ordinary member.
      2. Fellows, who shall each have one vote.
      3. Ordinary members, who shall each have one vote.
      4. Associates, who shall have no vote.
      5. Affiliates, who shall have no vote.
      6. Student members, who shall have no vote.
      7. Retired members, who shall have no vote.
      8. Honorary members who shall have no vote.
      9. Such other classes of members as are determined by the Committee, which will have such voting rights as may be determined by the Committee.
    When the Committee accepts any person as a member of the Association, it shall class such person within one of the above classes of member. The Committee shall from time to time fix the fees payable by members, and such fees may vary as between different classes of members.
  6. A company or business may be a member or nominate itself for membership and may be accepted into membership in the manner aforesaid, but in connection with its membership it must also nominate a natural person to be its representative and such natural person must also be approved by at least three fourths of the members of the Committee for the time being. If such member desires to change such nominee, it shall obtain the prior approval of not less than three fourths of the members of the Committee for the time being to such new nominee, and in default of doing so, its membership shall automatically cease upon changing such nominee. Such nominee shall for voting purposes (and for the purpose of Committee appointments) be treated as if he or she were a member in his or her own right and not the company or business he or she represents and accordingly may be appointed to the Committee and vote in all respects as contemplated hereunder as if he or she were the member in place of his or her company or business.

6. Financial Year

The financial year of the Association shall conclude on the last day of June in each year.

7. Committee

  1. The Committee shall consist of:
    The President;
    Secretary;
    Treasurer; and
    Three ordinary Committee members.
  2. Members of the Committee ("office bearers") shall be appointed at the Annual General Meeting.
  3. Subject to sub-clause (d) and (l) hereof office bearers shall hold office until the next Annual General Meeting following their appointment.
  4. Any office bearer who shall have contravened or neglected willfully to carry out his or her duties in accordance with this Constitution may be suspended or removed from office by resolution at a Special General Meeting, provided that members are advised by the Secretary 28 days prior to any such Special General Meeting of the intended suspension or removal and the reason therefor. Such suspension or removal from office must be advised in writing to the office bearer concerned within seven (7) days after such action.
  5. The Committee shall meet as and when deemed necessary and at least six (6) times in each year, such meetings to be called by the Secretary giving notice thereof to the office bearers. As much notice as is practical in the circumstances shall be given to office bearers.
  6. All office bearers shall retire at the Annual General Meeting. Any office bearer shall be permitted to nominate for reselection or to nominate for election for any position on the Committee.
  7. Nominations may be given at any time prior to the relevant election and need not be in writing.
  8. A nominee may nominate himself or herself, and no other person is required to nominate, nor is any seconder required.
  9. Voting (when there is more than one nomination) shall be by secret ballot. If thought fit, a Returning Officer may be elected from the floor by the members present.
  10. If there is no nomination for any position or insufficient nominations, the position or positions may be filled by the members at the Annual General Meeting or if not filled then may be filled by the Committee subsequently.
  11. Any casual vacancy on the Committee shall be filled for the balance of the year by the remaining members of the Committee electing a person to the Committee.
  12. An office bearer being absent for two (2) consecutive Committee meetings without having obtained leave of absence, or without having provided acceptable reasons to the Committee, may be removed from office at the discretion of the Committee. Such member shall so be advised in writing within seven (7) days of such by the Committee.
  13. A quorum of the Committee shall consist of three of the members on the Committee.
  14. Each member of the Committee shall have one vote on any question for decision.

8. Powers and Duties of Committee

  1. The Committee shall be responsible for the administration and management of the Association generally and for carrying out any decisions made at a General Meeting. It shall generally carry out the objects of the Association.
  2. The Committee may submit any recommendation to a General Meeting of the Association and make rules to govern its own meeting procedure. It may appoint sub-committees to carry out any of its duties or functions. Any person (including non-members) may be members of such sub-committees. At least one office bearer shall be a member of each sub-committee.
  3. The Committee may by a three-quarters majority of those voting on such motion reprimand a member or cancel or withdraw or suspend the membership of any member for any reason after giving such member at least ten (10) days notice in writing of its intention to do so and a reasonable opportunity of submitting any explanation or submission such member may wish to put before the Committee.

9. Other Functions of Office Bearers

  1. The President shall take the Chair at all meetings of the Association and its Committee. In the absence of the President, those members present shall elect one of their number to Chair that meeting. The Chair of the meeting shall not have a casting vote. The Chair's ruling on any item of conduct or procedure at any meeting shall be final.
  2. The Secretary shall provide all secretarial functions for the Association, giving all notices that may be required under this Constitution and generally carry into effect directions of the Committee. The Secretary shall be an ex officio member of all sub-committees of the Committee. The Secretary shall keep an accurate record of the proceedings and decisions of meetings of the Association and its Committee.
  3. The Secretary shall convene the Annual General Meeting and shall prepare the agenda for the same.
  4. The Secretary shall prepare and circulate minutes of Association and Committee meetings.
  5. The Treasurer shall control the collection of all funds and income of the Association and other money paid to the Association and shall cause the same to be banked in a bank account or accounts (which may include a trust account) in the name of the Association as soon as conveniently practicable after their receipt.
  6. The Treasurer shall pay the Association's debts and commitments as they become due, such payments to be by way of not negotiable cheque whenever practicable.
  7. All cheques drawn on any Association account shall be signed by the treasurer and also one other person appointed for that purpose by the Committee.
  8. The Treasurer shall submit to the Committee regular statements of the financial position of the Association.
  9. The Treasurer shall present a statement of the Association's financial affairs at each Annual General Meeting.
  10. The Treasurer shall authorise and keep records of all the Association's financial matters and dealings and all lotteries, raffles and other fund raising activities conducted in accordance with the objects of the Association.

10. Rules

  1. The Committee is authorised to make, alter or rescind Rules for the conduct of the activities of the Association and its members.
  2. In particular, from time to time the Committee shall draft criteria for admission to membership, and a Code of Practice for the members of the Association, and amendments thereto, and submit the same to a General Meeting of the members for adoption, and upon the same being adopted they shall be regarded as having the like force as if incorporated in this Constitution in full, and thereafter no person may be admitted to membership unless he or she complies with the criteria for admission to membership current at the time of such admission, and in the event of any member breaching the Code of Practice, he or she may, in the manner referred to in clause 8(c) above, be thereafter excluded from membership of the Association.

11. Annual General Meeting

The Annual General Meeting of the Association shall be held at such time in each year as the Committee may determine. The Annual General Meeting of the Association shall conduct the following business:-

  1. To receive apologies;
  2. To confirm the Minutes of the previous Annual and any intervening Special General meeting;
  3. To receive the President's report;
  4. To accept the Treasurer’s Financial Statements;
  5. To elect members for the Committee for the ensuing year;
  6. To transact any business of which at least seven (7) days' notice in writing has been given to the Secretary.

Following the President's Report and the acceptance of the Financial Statements showing receipts and expenditure and a balance sheet, the President shall declare all positions vacant. He or she will request the meeting to appoint a Chair pending the election of office bearers for the ensuing year.

12. Special General Meeting

A Special General Meeting of members shall be called by the Committee following:-

  1. A resolution to that effect by the Committee;
  2. A request in writing from at least seven (7) members requesting such a meeting and giving notice of the matters to be discussed; or
  3. A resolution to that effect of an Annual General Meeting.

A Special General Meeting of the Association shall be called by the Secretary within thirty (30) days of any of the above events. At least fourteen (14) days' notice shall be given of such meeting and such notice shall state the business to be transacted at such meeting, and no other business shall be transacted thereat.

13. Quorum

  1. The quorum for an Annual or Special General Meeting shall be not less than fifteen (15) members or one third of the members of the Association (whichever shall be the lesser).
  2. If at any meeting, whether a General Meeting or a Committee meeting, a quorum is not present within thirty (30) minutes of the scheduled commencement time such meeting shall stand adjourned for seven (7) days or such longer period as the President shall determine and those members present at such adjourned meeting shall constitute a quorum.

14. Voting at Meetings

Subject to any other provision herein to the contrary, voting at meetings of the Association and its Committee shall be by a show of hands unless the Chairman of the meeting determines otherwise or unless a majority of those present and entitled to vote determine otherwise. Voting in respect of any election shall be by secret ballot in any event.

15. Minutes

The Minutes of any meeting of the Association, whether General or of a Committee or Sub-Committee shall be submitted to the next following meeting of the same class for confirmation.

16. Notices

  1. Notice of any Committee meeting shall be given to office bearers by telephone, telegram, telex, facsimile transmission, letter or by other personal notification.
  2. Notice of any General Meeting shall be given by such means as the Committee shall from time to time determine and without prejudice to any other means, may be given in any issue of any Association newsletter or journal published at least ten (10) days prior to the date of such meeting.

17. Auditors

The Committee may appoint one or more qualified auditors who shall prepare an audited statement of the Association finances for presentation at each Annual General Meeting. The auditors shall have the power to call for all or any books of account at any time.

18. Common Seal

The Common Seal of the Association shall be used only with the authority of the Committee and every instrument to which the seal is affixed shall be signed by two members of the Committee.

19. Alteration to Constitution

This Constitution may be altered at any General Meeting of the Association when notice of the proposed alteration is included in the notice of meeting given to members. No motion for alteration shall be deemed to be carried unless supported by three-quarters of the members present at the meeting.

20. Winding up

The Association may be dissolved at any time upon a resolution carried at a General Meeting of the Association in the same manner as a resolution to amend the Constitution and subject to the formalities required for amendment to this Constitution. Upon such resolution being carried any property of the Association remaining after payment of all debts and legal liabilities shall be transferred to such charity or authority or institution as the meeting shall determine.

21. Indemnity

The members of the Committee and their respective executors and administrators shall be at all times indemnified out of the funds of the Association from and against all damages costs charges and expenses paid or incurred by them or any of them as such members unless the same shall be the result of their gross negligence or willful act or default. All servants employees and agents of the Association shall also have a like indemnity.

22. No Liability

No office bearer or member of the Association shall be liable for

  1. the acts deceits errors of judgment omissions oversights neglects or defaults of any other member or office bearer of the Association or
  2. loss or expense occasioned to the Association through the insufficiency or deficiency of title to any property acquired by or on behalf of the Association or any security upon which any other moneys of the Association shall be invested or
  3. any loss or damage arising from the bankruptcy insolvency or tortious act of any person with whom any moneys securities or effects of the Association shall be deposited or
  4. (d) any other loss damage or misfortune whatsoever which shall happen in the execution of the duties of office or in relation thereto

unless the same occurs by reason of the own default or neglect of such office bearer or member.