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CONSTITUTION FOR THE INDUSTRIAL RELATIONS SOCIETY OF NEW SOUTH WALES

NAME

1. The name of the Society shall be the Industrial Relations Society of New South Wales.

OBJECTS

2.

(a) The objects of the Society shall be to organise and foster discussion, research, education and publication within the field of industrial relations.

(b) All income and property of the Society howsoever derived shall be applied solely towards promotion of the objects of the Society 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 Society. Nothing herein shall prevent the payment in good faith of remuneration to any officer or employee of the Society or to any member of the Society in return for any services actually rendered to the Society or reasonable and proper rent for premises let by any member to the Society.

MEMBERSHIP

3. The Provisional Committee formed for the purpose of establishing the Society shall nominate the foundation members. Such members shall be eligible to attend the first General Meeting of the Society.

4. Subsequent admission to the membership shall be with the approval of the Committee and on the following conditions, namely:-

(a) Every applicant for membership shall be proposed by a financial member and seconded by another financial member both of whom shall personally know the applicant.

(b) The application shall be referred to the Committee which may either approve or reject it. Provided, however, that in considering any such application the Committee shall take into account the desirability of maintaining a reasonable balance with the Society between members of management, the trade unions, the government services, the professions, the academic staff of the universities and the students of tertiary education institutions.

(c) If the application is approved, on payment of a subscription, the applicant shall become a member of the Society and be entitled to all the benefits and privileges of membership and be bound by the rules of the Society.

5. Notwithstanding the provisions of Rule 4, the Committee may admit to membership of the Society:

(a) Any student of the University of Sydney, the University of New South Wales, the Department of Technical & Further Education (NSW) or any other academic institution.

(b) Any institution, organisation or society, on such terms and conditions as they think fit.

(c) Any member of the Industrial Relations Society of Australia.

6. Notwithstanding the provisions of Rule 4, the Committee may admit to honorary life membership of the Society persons who, in the opinion of the Committee, have rendered distinguished services to the Society.

7. The annual subscription for members (other than student members or affiliated institutions, organisations or societies) shall be $6.00 per annum or such other as the Society shall, at a General Meeting, determine. Provided, however, that where a person or body joins the Society during the last six months of a financial year, the subscription payable shall be half the amount of the annual subscription.

8. The annual subscription for student members or affiliated institutions, organisations or societies shall be such amount as the Committee shall determine. Provided, however, that such amount may be altered by the Society at a General Meeting.

9. All annual subscriptions shall become payable a calender month after any person, institution, organisation or society becomes a foundation member or is subsequently admitted to membership and thereafter on or before the 30th day of June in each year.

10. Any member may resign from membership by giving to the Secretary notice in writing to that effect. Such notice shall take effect one calendar month after it is received by the Secretary. Provided, however, that any member so resigning shall remain liable for any unpaid subscription or other amounts due to the Society.

11. Any member may be expelled or suspended from membership of the Society for conduct which, in the opinion of the Committee, is prejudicial to the interest of the Society. The Secretary of the Society may, at any time, either upon his/her own initiative or upon complaint by any member of the Society, refer the matter of a member’s conduct to the Committee. The Secretary shall in that event send a registered letter to the member concerned setting out the grounds of the complaint and the time and place of the meeting of the Committee to deal with the matter.

Such meeting shall be held not less than two months after the date of the registered letter and at least two weeks notice thereof shall be sent to the member in question. Such member shall have the right to appear personally at the meeting and to state a case either verbally or in writing. No member shall be expelled from the Society unless at least two-thirds of the members present at the meeting of the Committee vote in favour of an expulsion.

The decision of the Committee on any question of suspension or expulsion shall be subject to review by any General Meeting of the Society.

12. Any person, institution, organisation or society shall, upon ceasing to be a member of the Society, forfeit all right to and claim upon the Society and its property or funds.

REGISTER OF MEMBERS

13. The public officer of the Society must establish and maintain a register of members specifying the name and address of each member, the type of membership, and the date on which the member became a member.

The register of members must be kept at the principal place of administration of the Society and must be open for inspection, free of charge, by any member at any reasonable hour.

A member may obtain a copy of any part of the register on payment of a fee of $1 for each page copied or, if some other amount is determined by the Committee, that other amount.

MEMBERS' LIABILITIES

14. The liability of a member of the Society to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount, if any, unpaid by the member in respect of membership of the Society as required by these rules.

RESOLUTION OF INTERNAL DISPUTES

15. Disputes between members (in their capacity as members) of the Society, and disputes between members and the Society, other than disputes that arise or are to be dealt with in accordance with clause 11, are to be referred to the president for the time being of the Law Society of New South Wales for mediation by him or her or his or her authorised delegate(s).

Both parties to a dispute contemplated by this clause are to share equally in the costs of the mediation.

THE COMMITTEE

16. The entire management of the Society (except as otherwise provided by these rules) shall be deputed to the Committee. In particular, but without restricting the generality of the foregoing, the Committee shall have power to carry on the work of the Society between General Meetings including the organisation of the meetings, discussions groups and conferences, the organisation or research and the publication of material, the collection and expenditure of the funds of the Society, the organisation and closure of branches and the arrangement for affiliation or federation with other similar societies. Provided, however, that any act or decision of the Committee, except an addition to, or amendment to, a repeal of any rule, may be reviewed by any General Meeting of the Society. Provided further that any affiliation or federation as aforesaid must be confirmed by a General Meeting.

No branch of the Society shall be established unless Notice of Motion to establish such branch has been given by written notice to all members of the Committee at least fourteen days before the date at which the meeting of the Committee is to be held. No branch is to be established unless it adequately reflects the interest of management, the trade unions, the government services, the professions, the university teaching body and the students of tertiary education institutions. Provided, however, that the Committee may in exceptional circumstances establish a branch of the Society when it is not practicable to have representation on the Branch Committee of all the above interests.

17. Subject to such conditions as the Committee prescribes, branches may elect branch officers, hold meetings, issue publications, form study groups, levy subscriptions and generally conduct their own affairs.

Members of the branches shall, without foregoing any of their rights as members of the Society, and notwithstanding the provisions of Rule 7, be exempt from payment of subscriptions to the Society. Provided, however, that each branch shall pay to the Society such per capita subscriptions as the Committee of the Society shall determine.

18.

(a) The Committee shall be elected at the Annual General Meeting of the Society and shall consist of a president, three vice presidents, a secretary, an assistant secretary, a treasurer and twenty two additional members, together with the chairpersons of such branches of the Society as may exist from time to time, or their nominees, provided that the nominee is a member of the branch concerned

(b)

(i) The Committee shall comprise of at least four members from each of the following categories:

  • management;
  • trade unions;
  • government services;
  • professions;
  • consultants;
  • universities or tertiary education institutions teaching body; and
  • three members of the Committee from the student body of universities and tertiary education institutions (with no more than two students from any one institution).

For the purposes of this sub-rule, the chairpersons of branches of their nominees shall not be taken into account in the numbers set out in the categories above.

No member shall be entitled to nominate to more than one category.

(ii) In interpreting (b)(i) of this rule:

  • Government services is to be defined to include, without limiting the definition thereof, members of Tribunals and Members of Parliament;
  • Professions means persons admitted to practice as a barrister or solicitor;
  • Consultant shall mean a self employed person, or a person engaged by a corporation or partnership either as an independent contractor or employee, principally to provide advice on industrial relations matters.

(c) The retiring president, if not offering for re-election as a member of the Committee shall, whilst the immediately past president, be, without election, a member of the Committee in addition to those elected pursuant to Sub-Rule (a).

(d) The president shall appoint a member of the Society who is not a candidate for election to be the returning officer to conduct the election and may appoint scrutineers to assist the returning officer.

(e) Nominations accompanied by the consent of the nominees must be received by the secretary, in the manner specified on the nomination form, by 5 pm on the Friday immediately prior to the Annual General Meeting.

(f)

(i) The ballot paper shall group the candidates by indicating respectively the position for which they have been nominated and the categories from which they come for the purpose of Sub-Rule (b) and shall identify the minimum number to be elected from each group.

(ii) If not more than the required number of nominations be received for an office or if the number of persons nominated as additional members of the Committee does not, after taking into account, the groups to which the persons nominated for office respectively belong, exceed the specified minimum, the persons nominated shall be declared elected to the office or to the Committee as the case may be.

(iii) If there be more than the required number of nominations for any office an election shall be held to determine the persons to fill the offices for which an election is required.

(iv) After the result of the last mentioned election is known, any election required for the members of the Committee shall be held for which purpose the voter shall amend the ballot paper in accordance with the directions of the returning officer by reducing the number indicated as the minimum number to be elected from any group in respect of which an election is to take place, by the number of office bearers who are within that group and who have been elected.

(v) Each voter shall mark on the ballot paper the candidates for which it is desired to vote. In so doing votes must be case for the minimum number of candidates then requiring to be elected in each group and in addition the voter shall vote for a further two candidates without regard to the group to which they belong.

(vi) In counting the votes, the candidates having the highest number of votes shall be declared elected in such a manner as would provide the requisite numbers of the Committee coming from the specified groups. The remaining two places shall be filled by the remaining candidates who have the next highest number of votes, irrespective of the group to which they belong.

(vii) Any ballot paper which, in the opinion of the returning officer, sufficiently indicates the voter's intentions shall be valid and counted.

(viii) In the event of an equality of votes for any position the matter shall be determined by the returning officer by lot.

19. Each member of the Committee is, subject to these rules, to hold office until the conclusion of the Annual General Meeting following the date of the member's election, but is eligible for re-election.

20. The Committee shall have power to fill any casual vacancy on the Committee until the next Annual General Meeting. Any member so appointed shall retire at the next Annual General Meeting but shall be eligible for election as a member of the Committee at such meeting.

21. For the purposes of these rules, a casual vacancy in the office of a member of the Committee occurs if the member:

(a) dies, or

(b) ceases to be a member of the Society, or

(c) resigns office by notice in writing given to the secretary, or

(d) becomes an insolvent under administration within the meaning of the Corporations Law, or

(e) becomes a mentally incapacitated person, or

(f) is absent without the consent of the Committee from all meetings of the Committee held during a period of 6 months.

22. The Committee shall meet at least three times a year. The secretary shall notify each member of the Committee of the time and place of such meetings. Five members of the Committee shall constitute a quorum. Minutes shall be taken of all proceedings of the Committee and shall be open to the inspection of any member on application to the secretary.

23. The Committee may, from time to time, appoint from among their number such sub-committees as they may think fit and depute to them such of the powers and duties of the Committee as the Committee may determine. Such sub-committees shall report their proceedings to the Committee as an when required by the Committee and shall conduct their business in accordance with the direction of the Committee.

24. The Committee may make, repeal and amend such by-laws and regulations (not inconsistent with these Rules) as they shall think fit. All by-laws and regulations made by the Committee under this rule shall be binding on the members until repealed by the Committee or set aside by resolution of a General Meeting of the Society.

PATRON OF THE SOCIETY

25. The Annual General Meeting may elect a patron of the Society who shall not be a member of the Committee of the Society. The nomination of a patron of the Society may only be put to the Annual General Meeting on the recommendation of the outgoing Committee. The appointment as patron shall take effect from the Annual General Meeting and shall continue until the following Annual General Meeting.

GENERAL MEETINGS

26. The first General Meeting of the Society shall be in the month of May, 1961. In each succeeding year the Annual Meeting shall be held in the month of August.

The purposes of the Annual General Meeting shall be:-

(a) To receive from the outgoing Committee a report, balance sheet and statement of accounts for the preceding year and an estimate of the receipts and expenditure for the current financial year.

(b) To elect the Committee and appoint an auditor for the ensuing year.

(c) Elect a patron in accordance with Rule 25 of this Constitution should a nomination for the election of a patron have been made by the outgoing Committee.

(d) Generally to deal with such other matters relating to the objects of the Society as appear necessary.

27. The Committee shall convene such General Meetings as they think fit (throughout the year) to carry on the business of the Society.

28. The Committee may at any time and for any special purpose call a Special General Meeting of the Society and shall do so on the written request of at least ten financial members.

29. Annual General Meetings, General Meetings and Special General Meetings shall be held at such times and places as the Committee shall determine. Such meetings shall be convened by sending to each financial member at least fourteen days before the meeting a written notice specifying the time and place of the meeting together with an agenda of the business to be discussed.

30. At all General Meetings of the Society the president, in his absence, a vice president shall take the chair. Every financial member, including any affiliated institution, organisation or society, shall be entitled to one vote upon every motion and in case of equality of votes the Chairperson shall have a second or casting vote.

31. The quorum at all General Meetings shall be fifteen financial members of whom at least seven shall not be members of the Committee.

Subject to these rules and to the extent permissible by law, only the following, and no others, may vote at, attend or be counted in a quorum at any Annual General, General or Special General Meeting of the Society held pursuant to these rules:

(a) a natural person entered in the register of members as a member; or

(b) if the member is not a natural person - the authorised representative of a member entered in the register of members.

For the avoidance of doubt, no other person, proxy or representative, other than those set out in this clause may vote, attend or be counted in a quorum at any Annual General, General or Special General Meeting.

FINANCE

32. The financial year of the Society shall end on the 30th day of June in each year, to which day the accounts of the Society shall be balanced.

33. The funds of the Society are to be derived from annual subscriptions of members, donations and, subject to any resolution passed by the Society in General Meeting, such other sources as the Committee determines.

34. All moneys of the Society shall be paid into a bank account to be kept in the name of the Society with all cheques drawn thereon to be signed by any two of the office bearers set out in Rule 18 (a) or held in interest bearing deposits or accounts in the name of the Society at such financial institutions as may be determined by the Committee from time to time.

35. Subject to any resolution passed by the Society in General Meeting, the funds of the Society are to be used in pursuance of the objects of the Society in such manner as the Committee determines.

36. The accounts of the Society shall, as soon as practicable, after the 30th day of June in each year be audited by a person appointed for that purpose by the Annual General Meeting.

SOCIETY NOT TO BE USED FOR BUSINESS

37. No member shall give the address of the Society in any advertisement or use the address of the Society for business purposes.

AMENDMENT OF THE RULES OR OBJECTS

38. The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the Society in General Meeting.

DISSOLUTION OF THE SOCIETY

39. If at any General Meeting a resolution for the dissolution of the Society shall be passed by majority of the members present and such resolution shall at a Special General Meeting held no less than one month thereafter at which not less than one half of all financial members shall be present be confirmed by a resolution passed by majority of two-thirds of the members voting thereon, the Committee shall thereon or at such future date as shall be specified and such resolution, precede to realise the property of the Society and after discharge of all liabilities shall not divide or distribute any surplus among the members of the Society but shall give or transfer to another institution or institutions, such as a specialised research centre at a tertiary educational institution(s), having objects similar or in parts similar to the objects of the Society and which shall also prohibit the distribution of its or their property among its or their members of such institution(s) to be determined by the members of the Society at or before the time of dissolution or in default thereof by the Chief Judge of such Court as may have or acquire jurisdiction in the matter.

COMMON SEAL

40. The common seal of the Society must be kept in the custody of the public officer.

The common seal must not be affixed to any instrument except by the authority of the Committee and the affixing of the common seal must be attested by the signatures either of 2 members of the Committee or of 1 member of the Committee and of the public officer or secretary.

CUSTODY OF BOOKS

41. Except as otherwise provided by these rules, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the Society.

INSPECTION OF BOOKS

42. Unless inconsistent with or otherwise provided by these rules, the records, books and other documents of the Society must be open to inspection, free of charge, by a member of the Society at any reasonable hour.

TERMS

43. For the purposes of these rules, the following terms have the following meanings:

“public officer” has the same meaning as in the Associations Incorporations Act 1984 (NSW) (as amended from time to time).

“special resolution” has the same meaning as in the Associations Incorporations Act 1984 (NSW) (as amended from time to time


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