ALUMNI & SUPPORTERS
Constitution
UNSW Alumni Association Constitution (April 1995)
Part 1 Establishment
1.1 The Organisation shall be the University of New South Wales Alumni Association, known as `UNSW Alumni Association', founded in 1968.
1.2 In the interpretation of this Constitution, unless the contrary intention appears:
`Act', means the University of New South Wales Act 1989 (NSW);
`Association' means the UNSW Alumni Association.
`Alumnus' means a person who is a graduate of the University of New South Wales as referred to in the Act, Part 1, 3 (2).
`Alumni' is the plural of `alumnus', both used irrespective of gender.
`Alumni Associate' means a person designated as such by the Board pursuant to clause 5.12(d);
`Board' means the Board of the Association constituted under part 5;
`Council' means the Council of the University;
`financial year' means the period referred to in clause 3.3(d);
`Governor' means a person elected, appointed, co-opted or nominated to the Board or the Executive Committee pursuant to this Constitution;
`member' means a person who belongs to one or more of the categories defined in clause 4.1(a);
`Member of the University' means a person within the class of persons who together constitute under the Act the University;
`University' or `UNSW' means the University of New South Wales established under the Act; and
`Vice-Chancellor' means the person holding the office of Vice-Chancellor of the University.
The singular imports the plural and vice versa.
References to parts and clauses are references to parts and clauses of this Constitution.
1.2 In the interpretation of this Constitution, unless the contrary intention appears:
`Act', means the University of New South Wales Act 1989 (NSW);
`Association' means the UNSW Alumni Association.
`Alumnus' means a person who is a graduate of the University of New South Wales as referred to in the Act, Part 1, 3 (2).
`Alumni' is the plural of `alumnus', both used irrespective of gender.
`Alumni Associate' means a person designated as such by the Board pursuant to clause 5.12(d);
`Board' means the Board of the Association constituted under part 5;
`Council' means the Council of the University;
`financial year' means the period referred to in clause 3.3(d);
`Governor' means a person elected, appointed, co-opted or nominated to the Board or the Executive Committee pursuant to this Constitution;
`member' means a person who belongs to one or more of the categories defined in clause 4.1(a);
`Member of the University' means a person within the class of persons who together constitute under the Act the University;
`University' or `UNSW' means the University of New South Wales established under the Act; and
`Vice-Chancellor' means the person holding the office of Vice-Chancellor of the University.
The singular imports the plural and vice versa.
References to parts and clauses are references to parts and clauses of this Constitution.
Part 2 Objects
2.1 The objects of the Association are:
(a) to foster the participation of its members in the activities of the University and to establish mutually beneficial relations between its members with each other, with the Alumni Association and with the University;
(b) to promote the interests of the University;
(c) to represent the opinion of its members to the University, to the Council and to the community; and
(d) to assist the University financially by such means as the Association considers are appropriate.
(a) to foster the participation of its members in the activities of the University and to establish mutually beneficial relations between its members with each other, with the Alumni Association and with the University;
(b) to promote the interests of the University;
(c) to represent the opinion of its members to the University, to the Council and to the community; and
(d) to assist the University financially by such means as the Association considers are appropriate.
Part 3 Powers, Funds and Property of the organisation.
3.1 In the furtherance of these objects, the Association shall have the power:
(a) to by lawful means subscribe to, become a member of, and co-operate with any other association or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Association;
(b) to disburse the funds acquired by or on behalf of the Association, wherever held, provided that such funds shall be used only in accordance with this Constitution, including the objects of the Association;
(c) to appoint, employ, engage or dismiss, remove or suspend such managers, clerks, secretaries, employees, contractors and other persons as may be necessary or convenient for the purposes of the Association;
(d) to invest and deal with the funds and property of the Association not immediately required in such manner as may be mutually agreed between the Association and the University;
(e) to sell or otherwise dispose of any part of the property of the Association with the prior agreement of the University;
(f) with the prior agreement of the University to accept any gift of funds or property whether subject to any special trust or not;
(g) to seek annual contributions from Contributing Members and Alumni Associates;
(h) to take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed by the Association to be expedient, and as are lawful for the purpose of procuring donations to the Association;
(i) to print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects;
(j) to appoint by deed not less than two Governors to hold any funds, property or rights on trust for the members; and
(k) to do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.
3.2 (a) The funds 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 other means by way of profit, to the members.
(b) No Governor shall be appointed to any salaried office of the Association, or any office of the Association paid by fees, with the exception that the Association may meet part or all of the salary of the Executive Officer appointed in accordance with the provisions of clause 5.10.
(c) No remuneration or other benefit in money or money's worth shall be given by the Association to any Governor except repayment of out-of-pocket expenses or otherwise in accordance with this Constitution.
(d) Nothing however shall prevent the payment in good faith, of reasonable and proper remuneration, to any Governor or servant of the Association, or to any member, for any services actually rendered by that person to the Association.
3.3 (a) True and fair accounts shall be kept of the funds received and expended by the Association, and the manner in respect of which such receipt and expenditure takes place, and of the property, other assets and liabilities of the Association.
(b) On the prior written request of the University and once at least in every financial year the accounts of the Association shall be examined and the correctness of the financial statements set out in the accounts ascertained and certified by the auditors of the University.
(c) Subject to any reasonable restrictions as to the time and manner that may be imposed by the By-laws of the Association, the accounts of the Association shall be open for the inspection by the members.
(d) Unless otherwise determined by the Board, each financial year of the Association shall commence and end on the same dates on which the financial year of the University commences and ends.
3.4 (a) The Association may be dissolved by a resolution passed by a majority of not less than two-thirds of the members present and voting thereon at a general meeting of the Association of which not less than twenty-eight days' notice (including notice of the proposed dissolution) has been given or by a majority of not less than two-thirds of the members responding in a postal ballot conducted in accordance with the By-laws.
(b) If upon the dissolution of the Association there remains after satisfaction of all its liabilities any funds or property whatsoever it shall be transferred to the University.
3.5 The Association's Auditors shall be those of the University.
(a) to by lawful means subscribe to, become a member of, and co-operate with any other association or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Association;
(b) to disburse the funds acquired by or on behalf of the Association, wherever held, provided that such funds shall be used only in accordance with this Constitution, including the objects of the Association;
(c) to appoint, employ, engage or dismiss, remove or suspend such managers, clerks, secretaries, employees, contractors and other persons as may be necessary or convenient for the purposes of the Association;
(d) to invest and deal with the funds and property of the Association not immediately required in such manner as may be mutually agreed between the Association and the University;
(e) to sell or otherwise dispose of any part of the property of the Association with the prior agreement of the University;
(f) with the prior agreement of the University to accept any gift of funds or property whether subject to any special trust or not;
(g) to seek annual contributions from Contributing Members and Alumni Associates;
(h) to take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed by the Association to be expedient, and as are lawful for the purpose of procuring donations to the Association;
(i) to print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects;
(j) to appoint by deed not less than two Governors to hold any funds, property or rights on trust for the members; and
(k) to do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.
3.2 (a) The funds 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 other means by way of profit, to the members.
(b) No Governor shall be appointed to any salaried office of the Association, or any office of the Association paid by fees, with the exception that the Association may meet part or all of the salary of the Executive Officer appointed in accordance with the provisions of clause 5.10.
(c) No remuneration or other benefit in money or money's worth shall be given by the Association to any Governor except repayment of out-of-pocket expenses or otherwise in accordance with this Constitution.
(d) Nothing however shall prevent the payment in good faith, of reasonable and proper remuneration, to any Governor or servant of the Association, or to any member, for any services actually rendered by that person to the Association.
3.3 (a) True and fair accounts shall be kept of the funds received and expended by the Association, and the manner in respect of which such receipt and expenditure takes place, and of the property, other assets and liabilities of the Association.
(b) On the prior written request of the University and once at least in every financial year the accounts of the Association shall be examined and the correctness of the financial statements set out in the accounts ascertained and certified by the auditors of the University.
(c) Subject to any reasonable restrictions as to the time and manner that may be imposed by the By-laws of the Association, the accounts of the Association shall be open for the inspection by the members.
(d) Unless otherwise determined by the Board, each financial year of the Association shall commence and end on the same dates on which the financial year of the University commences and ends.
3.4 (a) The Association may be dissolved by a resolution passed by a majority of not less than two-thirds of the members present and voting thereon at a general meeting of the Association of which not less than twenty-eight days' notice (including notice of the proposed dissolution) has been given or by a majority of not less than two-thirds of the members responding in a postal ballot conducted in accordance with the By-laws.
(b) If upon the dissolution of the Association there remains after satisfaction of all its liabilities any funds or property whatsoever it shall be transferred to the University.
3.5 The Association's Auditors shall be those of the University.
Part 4 Membership
4.1 (a) There shall be 3 classes of members of the Association: Ordinary (to be known as the Alumni), Contributing (to be known as the Members), and Honorary (to be known as the Honorary Members).
(b) Each Alumnus upon graduation shall become eligible to be either an Ordinary Member or a Contributing Member.
(c) Alumni who have been notified of their eligibility for membership of the Association shall be Ordinary Members unless and until they indicate to the Executive Officer that they do not wish to become or remain Ordinary Members.
(d) An Ordinary Member shall not be liable to the Association for any subscription.
(e) An Ordinary Member shall by making payment of any annual contribution in accordance with the By-laws become a Contributing Member and thereupon shall cease to be an Ordinary Member while a Contributing Member.
(f) Contributing Members shall as a class be accorded such special rights and privileges as the Board may from time to time determine.
(g) A Contributing Member making annual financial contributions to the Association in accordance with the By-laws who ceases to make them shall cease to be a Contributing Member.
(h) A member who, by notice or for any other reason, ceases to be a Contributing Member shall thereupon revert to the status of an Ordinary Member.
(i) The Board shall have power to invite Members of the University to be Honorary Members of the Association for such periods of time as the Board may determine. Honorary membership shall not entitle the Honorary Member to voting rights or eligibility for office by election in the Association.
(j) The liability of a member to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the dissolution of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association.
4.2 Any Governor who is not an Alumnus shall, while a Governor, hold the rights and privileges of an Ordinary Member.
4.3 If for any reason a member ceases to be a Member of the University, that person shall automatically cease to be a member.
4.4 A member may at any time by giving notice in writing to the Executive Officer resign from membership of the Association. A member ceases to be a member of the Association when the member dies.
4.5 (a) Subject to this clause 4.5, if any member shall in the opinion of the Board be guilty of any conduct which is unbecoming of a member or prejudicial to the interests of the Association, the Board shall have power to by resolution expel the member from the Association.
(b) At least one week before the meeting of the Board at which a resolution for expulsion is to be considered, the Board shall give to the member notice of:
(1) the date, place and time of such meeting;
(2) what is alleged against the member; and
(3) the resolution for expulsion to be considered at the meeting.
(c) The member shall at such meeting and before the passing of the resolution shall have had an opportunity of giving orally or in writing any explanation of such conduct.
(d) Any such member may, by notice in writing lodged with the Executive Officer at least twenty-four hours before the time for holding the meeting at which the resolution for expulsion is to be considered by the Board, elect to have the question of expulsion dealt with by the Association in general meeting. In that event an extraordinary general meeting shall be called for that purpose alone and if at the meeting a resolution for the expulsion of the member is passed by a majority of two-thirds of those present and, being entitled to do so, voting (such vote to be taken by ballot), the member shall thereby be expelled.
(b) Each Alumnus upon graduation shall become eligible to be either an Ordinary Member or a Contributing Member.
(c) Alumni who have been notified of their eligibility for membership of the Association shall be Ordinary Members unless and until they indicate to the Executive Officer that they do not wish to become or remain Ordinary Members.
(d) An Ordinary Member shall not be liable to the Association for any subscription.
(e) An Ordinary Member shall by making payment of any annual contribution in accordance with the By-laws become a Contributing Member and thereupon shall cease to be an Ordinary Member while a Contributing Member.
(f) Contributing Members shall as a class be accorded such special rights and privileges as the Board may from time to time determine.
(g) A Contributing Member making annual financial contributions to the Association in accordance with the By-laws who ceases to make them shall cease to be a Contributing Member.
(h) A member who, by notice or for any other reason, ceases to be a Contributing Member shall thereupon revert to the status of an Ordinary Member.
(i) The Board shall have power to invite Members of the University to be Honorary Members of the Association for such periods of time as the Board may determine. Honorary membership shall not entitle the Honorary Member to voting rights or eligibility for office by election in the Association.
(j) The liability of a member to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the dissolution of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association.
4.2 Any Governor who is not an Alumnus shall, while a Governor, hold the rights and privileges of an Ordinary Member.
4.3 If for any reason a member ceases to be a Member of the University, that person shall automatically cease to be a member.
4.4 A member may at any time by giving notice in writing to the Executive Officer resign from membership of the Association. A member ceases to be a member of the Association when the member dies.
4.5 (a) Subject to this clause 4.5, if any member shall in the opinion of the Board be guilty of any conduct which is unbecoming of a member or prejudicial to the interests of the Association, the Board shall have power to by resolution expel the member from the Association.
(b) At least one week before the meeting of the Board at which a resolution for expulsion is to be considered, the Board shall give to the member notice of:
(1) the date, place and time of such meeting;
(2) what is alleged against the member; and
(3) the resolution for expulsion to be considered at the meeting.
(c) The member shall at such meeting and before the passing of the resolution shall have had an opportunity of giving orally or in writing any explanation of such conduct.
(d) Any such member may, by notice in writing lodged with the Executive Officer at least twenty-four hours before the time for holding the meeting at which the resolution for expulsion is to be considered by the Board, elect to have the question of expulsion dealt with by the Association in general meeting. In that event an extraordinary general meeting shall be called for that purpose alone and if at the meeting a resolution for the expulsion of the member is passed by a majority of two-thirds of those present and, being entitled to do so, voting (such vote to be taken by ballot), the member shall thereby be expelled.
Part 5 The Board and the Governors
5.1 The Association shall be controlled and managed by a Board.
5.2 The Board shall consist of:
(a) `Elected Governors', being eight members elected by the Contributing Members of the Association in an election conducted in accordance with the By-laws.
(b) `Representative Governors' nominated by the governing body of any branch or chapter of the Association or any organisation of Alumni affiliated with the Association in accordance with either clause 5.12(a) or clause 5.12(b). There shall be no more than one representative at any one time from each such organisation, branch or chapter, each of whom shall be an Alumnus. Such representatives shall be Governors for a period of two years unless their nominating organisation, branch or chapter ceases to be affiliated with the Association or resolves to be no longer represented by that representative, or the representative ceases to be a member of that organisation, branch or chapter; in any of which cases the representative in question shall cease to be a Governor.
(c) `Council Governors', being such persons as are elected to Council by graduates of the University, and who accept an invitation to be Governors, for the term of their membership of Council.
(d) `University Governors', being either the Vice-Chancellor and one Member of the University nominated by the Vice-Chancellor or two Members of the University nominated by the Vice-Chancellor to be Governors. Such Governors shall be Governors for a period of two years unless they shall resign or the Vice-Chancellor shall terminate their nomination sooner.
(e) an `Academic Governor', being a Member of the University nominated by the Academic Board of the University, who shall hold office for a period of two years unless the Governor shall resign or the Academic Board shall terminate the nomination sooner.
(f) `Co-opted Governors', each being an Alumnus, of whom the Board shall have power to co-opt not more than four for such terms as the Board shall determine at the time of co-option, but not in any case exceeding two years.
5.3 (a) All Elected Governors (or Elected Members of the Board) in office at the time of adoption of the Constitution shall retire at the close of the annual general meeting to be held in 1994.
(b) The eight Elected Governors shall each hold office for a term of four years; save that four of the Elected Governors elected at the first election conducted after the adoption of this Constitution, shall retire at the close of the annual general meeting to be held in 1995, those four to be determined by lot (unless they otherwise agree between themselves); and the remaining four shall retire at the close of the annual general meeting to be held in 1997.
(c) Except as provided in clause 5.2(b), four of the eight Elected Governors (being the longest in office since their election) shall retire in rotation every two years from 1995, at the close of the annual general meeting for the relevant year.
5.4 The Board may, from the members fill casual vacancies among the Elected Governors and the Representative Governors. Governors so appointed shall hold office for the balance of the term of the office which has become casually vacant, and shall, as far as is practicable, be appointed from the same class of members as the member being replaced.
5.5 Subject to clause 8.2, a Governor may be re-elected, re-appointed, re-co-opted or renominated.
5.6 The Board may appoint one or more Patrons who shall be invited to accept appointment for a period not exceeding four years and who shall be eligible for re-appointment. Only if a Patron is a Member of the University shall the Patron for the term of his or her appointment thereby be a member.
5.7 The Board shall from the Elected Governors and the Council Governors elect the following officers bearers:
(a) a President; and
(b) two Vice-Presidents.
5.8 The President shall be elected annually and shall hold office for a period of no more than four years in succession but shall be eligible for re-election after a year has elapsed following four successive terms in office.
5.9 Each Vice-President shall each be elected annually and shall hold office for a period of no more than four years in succession but shall be eligible for re-election after a year has elapsed following four successive terms in office.
5.10 The Board shall from time to time appoint a person to act as Executive Officer, whose duties shall include financial responsibility to the Board for the Association funds and property. The person so appointed shall subject to the assent of the Board, be an officer of the University holding a position relevant to alumni relations and recommended by the Vice-Chancellor. The Executive Officer is not by virtue of his or her appointment as such a Governor on the Board or on the Executive Committee.
5.11 The Board may appoint sub-committees and may delegate to them such power and authority (other than this power of delegation) as the Board deems fit, without thereby in any way diminishing or abrogating its own powers or responsibilities. Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the Board. The Board may revoke wholly or in part any delegation under this clause.
5.12 The Board may make, repeal and amend By-laws including By-laws (not inconsistent with this Constitution at the time they are made, repealed or amended) by a resolution of a majority of the Governors on the Board present at a meeting of the Board, including:
(a) By-laws to establish, control and dissolve branches and chapters of the Association;
(b) By-laws as to the affiliation of organisations of Alumni. Any such organisation may affiliate with the Association in accordance with such By-laws on the basis of a faculty, professional, vocational, geographic or UNSW interest, and, provided that such an organisation has at least 30 members, it is entitled to nominate a Representative Governor under clause 5.2(b);
(c) By-laws as to the conduct of the business of the Association; and
(d) By-laws as to the designation of any person or class of persons to be an `Alumni Associate', and the conferral on any such persons of benefits, rights or, subject to any such persons' agreement, the imposition of duties (including the payment of an annual contribution), not in the nature of membership of the Association.
5.13 Any Governor may be removed from office by a resolution, of a majority of the Governors entitled to vote at any meeting of the Board, passed at a meeting of the Board of which not less than 28 days' notice (including notice of the proposed resolution) has been given to the Governors on the Board.
5.2 The Board shall consist of:
(a) `Elected Governors', being eight members elected by the Contributing Members of the Association in an election conducted in accordance with the By-laws.
(b) `Representative Governors' nominated by the governing body of any branch or chapter of the Association or any organisation of Alumni affiliated with the Association in accordance with either clause 5.12(a) or clause 5.12(b). There shall be no more than one representative at any one time from each such organisation, branch or chapter, each of whom shall be an Alumnus. Such representatives shall be Governors for a period of two years unless their nominating organisation, branch or chapter ceases to be affiliated with the Association or resolves to be no longer represented by that representative, or the representative ceases to be a member of that organisation, branch or chapter; in any of which cases the representative in question shall cease to be a Governor.
(c) `Council Governors', being such persons as are elected to Council by graduates of the University, and who accept an invitation to be Governors, for the term of their membership of Council.
(d) `University Governors', being either the Vice-Chancellor and one Member of the University nominated by the Vice-Chancellor or two Members of the University nominated by the Vice-Chancellor to be Governors. Such Governors shall be Governors for a period of two years unless they shall resign or the Vice-Chancellor shall terminate their nomination sooner.
(e) an `Academic Governor', being a Member of the University nominated by the Academic Board of the University, who shall hold office for a period of two years unless the Governor shall resign or the Academic Board shall terminate the nomination sooner.
(f) `Co-opted Governors', each being an Alumnus, of whom the Board shall have power to co-opt not more than four for such terms as the Board shall determine at the time of co-option, but not in any case exceeding two years.
5.3 (a) All Elected Governors (or Elected Members of the Board) in office at the time of adoption of the Constitution shall retire at the close of the annual general meeting to be held in 1994.
(b) The eight Elected Governors shall each hold office for a term of four years; save that four of the Elected Governors elected at the first election conducted after the adoption of this Constitution, shall retire at the close of the annual general meeting to be held in 1995, those four to be determined by lot (unless they otherwise agree between themselves); and the remaining four shall retire at the close of the annual general meeting to be held in 1997.
(c) Except as provided in clause 5.2(b), four of the eight Elected Governors (being the longest in office since their election) shall retire in rotation every two years from 1995, at the close of the annual general meeting for the relevant year.
5.4 The Board may, from the members fill casual vacancies among the Elected Governors and the Representative Governors. Governors so appointed shall hold office for the balance of the term of the office which has become casually vacant, and shall, as far as is practicable, be appointed from the same class of members as the member being replaced.
5.5 Subject to clause 8.2, a Governor may be re-elected, re-appointed, re-co-opted or renominated.
5.6 The Board may appoint one or more Patrons who shall be invited to accept appointment for a period not exceeding four years and who shall be eligible for re-appointment. Only if a Patron is a Member of the University shall the Patron for the term of his or her appointment thereby be a member.
5.7 The Board shall from the Elected Governors and the Council Governors elect the following officers bearers:
(a) a President; and
(b) two Vice-Presidents.
5.8 The President shall be elected annually and shall hold office for a period of no more than four years in succession but shall be eligible for re-election after a year has elapsed following four successive terms in office.
5.9 Each Vice-President shall each be elected annually and shall hold office for a period of no more than four years in succession but shall be eligible for re-election after a year has elapsed following four successive terms in office.
5.10 The Board shall from time to time appoint a person to act as Executive Officer, whose duties shall include financial responsibility to the Board for the Association funds and property. The person so appointed shall subject to the assent of the Board, be an officer of the University holding a position relevant to alumni relations and recommended by the Vice-Chancellor. The Executive Officer is not by virtue of his or her appointment as such a Governor on the Board or on the Executive Committee.
5.11 The Board may appoint sub-committees and may delegate to them such power and authority (other than this power of delegation) as the Board deems fit, without thereby in any way diminishing or abrogating its own powers or responsibilities. Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the Board. The Board may revoke wholly or in part any delegation under this clause.
5.12 The Board may make, repeal and amend By-laws including By-laws (not inconsistent with this Constitution at the time they are made, repealed or amended) by a resolution of a majority of the Governors on the Board present at a meeting of the Board, including:
(a) By-laws to establish, control and dissolve branches and chapters of the Association;
(b) By-laws as to the affiliation of organisations of Alumni. Any such organisation may affiliate with the Association in accordance with such By-laws on the basis of a faculty, professional, vocational, geographic or UNSW interest, and, provided that such an organisation has at least 30 members, it is entitled to nominate a Representative Governor under clause 5.2(b);
(c) By-laws as to the conduct of the business of the Association; and
(d) By-laws as to the designation of any person or class of persons to be an `Alumni Associate', and the conferral on any such persons of benefits, rights or, subject to any such persons' agreement, the imposition of duties (including the payment of an annual contribution), not in the nature of membership of the Association.
5.13 Any Governor may be removed from office by a resolution, of a majority of the Governors entitled to vote at any meeting of the Board, passed at a meeting of the Board of which not less than 28 days' notice (including notice of the proposed resolution) has been given to the Governors on the Board.
Part 6 The Executive Committee
6.1 There shall be an Executive Committee which shall consist of:
(a) the President;
(b) the two Vice-Presidents;
(c) two Governors appointed by the Board from the University Governors and the Academic Governor;
(d) two other Governors appointed by and from the Board; and
(e) one Member of the University, co-opted by the Executive Committee.
6.2 The Executive Committee shall meet together not less than five times a year. The Executive Officer shall at any time on the requisition, in writing lodged with the Executive Officer, of not less than three Governors on the Executive Committee convene a meeting of the Executive Committee.
6.3 At all meetings of the Executive Committee the President if present shall preside and if not present within ten minutes after the time appointed for the holding of the meeting, a Vice-President shall preside.
6.4 At any properly convened meeting of the Executive Committee four Governors on the Executive Committee shall constitute a quorum.
6.5 A Governor on the Executive Committee who fails to attend three consecutive meetings of the Executive Committee without an explanation acceptable to the Executive Committee shall be thereby deemed to have resigned from the Executive Committee.
6.6 Subject to any resolutions of the Board, the Executive Committee may exercise any of the powers of the Board except the appointment and casual appointment of Governors on the Board, unless previously authorised to do so by the Board.
6.7 The Executive Committee shall cause to be kept records of all its meetings, acts and decisions. A copy of the record of every meeting shall be delivered by the Executive Officer to each Governor on the Board immediately following any meeting of the Executive Committee. following any meeting of the Committee.
6.8 Subject to this Constitution, questions arising at any meeting of the Executive Committee shall be decided by a majority of the Governors present at the meeting, each Governor being entitled to case one vote. In the case of an equality of votes, the person presiding at the meeting shall have a second or casting vote. A declaration by the person presiding at the meeting, or an entry in the minute books of the Association, that a resolution has or has not been passed by the requisite majority shall in the absence of evidence to the contrary be conclusive.
6.9 All acts done by any meeting of the Executive Committee or of a sub-committee or by any person acting as a Governor on the Executive Committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Governor or person acting as such a Governor, or that the Governors on the Executive Committee or any of them was disqualified from acting as such, be as valid as if every such person had been duly appointed and was qualified to be a Governor on the Executive Committee.
(a) the President;
(b) the two Vice-Presidents;
(c) two Governors appointed by the Board from the University Governors and the Academic Governor;
(d) two other Governors appointed by and from the Board; and
(e) one Member of the University, co-opted by the Executive Committee.
6.2 The Executive Committee shall meet together not less than five times a year. The Executive Officer shall at any time on the requisition, in writing lodged with the Executive Officer, of not less than three Governors on the Executive Committee convene a meeting of the Executive Committee.
6.3 At all meetings of the Executive Committee the President if present shall preside and if not present within ten minutes after the time appointed for the holding of the meeting, a Vice-President shall preside.
6.4 At any properly convened meeting of the Executive Committee four Governors on the Executive Committee shall constitute a quorum.
6.5 A Governor on the Executive Committee who fails to attend three consecutive meetings of the Executive Committee without an explanation acceptable to the Executive Committee shall be thereby deemed to have resigned from the Executive Committee.
6.6 Subject to any resolutions of the Board, the Executive Committee may exercise any of the powers of the Board except the appointment and casual appointment of Governors on the Board, unless previously authorised to do so by the Board.
6.7 The Executive Committee shall cause to be kept records of all its meetings, acts and decisions. A copy of the record of every meeting shall be delivered by the Executive Officer to each Governor on the Board immediately following any meeting of the Executive Committee. following any meeting of the Committee.
6.8 Subject to this Constitution, questions arising at any meeting of the Executive Committee shall be decided by a majority of the Governors present at the meeting, each Governor being entitled to case one vote. In the case of an equality of votes, the person presiding at the meeting shall have a second or casting vote. A declaration by the person presiding at the meeting, or an entry in the minute books of the Association, that a resolution has or has not been passed by the requisite majority shall in the absence of evidence to the contrary be conclusive.
6.9 All acts done by any meeting of the Executive Committee or of a sub-committee or by any person acting as a Governor on the Executive Committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Governor or person acting as such a Governor, or that the Governors on the Executive Committee or any of them was disqualified from acting as such, be as valid as if every such person had been duly appointed and was qualified to be a Governor on the Executive Committee.
Part 7 Powers and duties of the Board
7.1 The business of the Association shall be managed by the Board who may pay all expenses incurred in promoting the Association, and may exercise all such powers of the Association as are not by this Constitution required to be exercised by the Association in general meeting. No resolution of the Association in general meeting shall invalidate any prior act of the Board.
7.2 The Board shall in respect of each financial year:
(a) determine the income and expenditure budget for that year; and
(b) approve prior to the annual general meeting for that financial year annual financial statements upon submission to the Auditors of the Association.
7.3 The Board shall cause minutes to be made:
(a) of all appointments of Governors and employees;
(b) of names of Governors present at all meetings of the Association and of the Board; and
(c) a summary of proceedings at all meetings of the Association and of the Board.
Such minutes shall be signed by the person who presided at the meeting or by the person presiding at the next succeeding meeting.
7.2 The Board shall in respect of each financial year:
(a) determine the income and expenditure budget for that year; and
(b) approve prior to the annual general meeting for that financial year annual financial statements upon submission to the Auditors of the Association.
7.3 The Board shall cause minutes to be made:
(a) of all appointments of Governors and employees;
(b) of names of Governors present at all meetings of the Association and of the Board; and
(c) a summary of proceedings at all meetings of the Association and of the Board.
Such minutes shall be signed by the person who presided at the meeting or by the person presiding at the next succeeding meeting.
Part 8 Proceedings of the Board
8.1 The Board shall meet together at least once in every six months for the dispatch of business. The Executive Officer shall at any time on the requisition, in writing lodged with the Executive Officer, of not less than three Governors on the Board convene a meeting of the Board.
8.2 A Governor on the Board who fails to attend three consecutive meetings of the Board without an explanation acceptable to the Board shall be deemed to have resigned from the Board and shall not be eligible to contest the next elections for any position on the Board following such termination.
8.3 (a) If all of the Governors on the Board have signed a document containing a statement that they are in favour of a resolution of the Governors on the Board in terms set out in the document, a resolution in those terms shall be deemed to have been passed at a meeting of the Governors on the Board held on the day on which the document was last signed by such a Governor or, if the Governors on the Board signed the document on different days, on the day on which, and at the time at which, the document was last signed by a Governor on the Board.
(b) For the purpose of clause 8.3(a), 2 or more separate documents containing statements in identical terms each of which is signed by one or more Governors on the Board shall together be deemed to constitute one document containing a statement in those terms signed by those Governors on the respective days on and at the respective times at which they signed the separate documents.
8.4 Subject to this Constitution, questions arising at any meeting of the Board shall be decided by a majority of the Governors present at the meeting, each Governor being entitled to cast one vote. In the case of an equality of votes, the person presiding at the meeting shall have a second or casting vote. A declaration by the person presiding at the meeting, or an entry in the minute books of the association, that a resolution has or has not been passed by the requisite majority shall in the absence of evidence to the contrary be conclusive.
8.5 The quorum necessary for the transaction of the business of the Board shall be five Governors or such greater number of Governors as may be fixed by the Board.
8.6 The continuing Governors on the Board may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by this Constitution as the necessary quorum of the Board the continuing Governor or Governors may only act for the purpose of increasing the number of Governors on the Board to that number or of summoning a general meeting of the Association, and for no other purpose.
8.7 The President shall preside at every meeting of the Board, or if there is no President, or if at any meeting the President is not present within ten minutes after the time appointed for holding the meeting, a Vice-President shall preside. If a Vice-President is not present within ten minutes after the time appointed for holding the meeting then the Governors may choose one of their number to preside at the meeting.
8.8 All acts done by any meeting of the Board or of a sub-committee or by any person acting as a Governor on the Board, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Governor or person acting as such a Governor, or that the Governors on the Board or any of them was disqualified from acting as such, be as valid as if every such person had been duly appointed and was qualified to be a Governor on the Board.
8.2 A Governor on the Board who fails to attend three consecutive meetings of the Board without an explanation acceptable to the Board shall be deemed to have resigned from the Board and shall not be eligible to contest the next elections for any position on the Board following such termination.
8.3 (a) If all of the Governors on the Board have signed a document containing a statement that they are in favour of a resolution of the Governors on the Board in terms set out in the document, a resolution in those terms shall be deemed to have been passed at a meeting of the Governors on the Board held on the day on which the document was last signed by such a Governor or, if the Governors on the Board signed the document on different days, on the day on which, and at the time at which, the document was last signed by a Governor on the Board.
(b) For the purpose of clause 8.3(a), 2 or more separate documents containing statements in identical terms each of which is signed by one or more Governors on the Board shall together be deemed to constitute one document containing a statement in those terms signed by those Governors on the respective days on and at the respective times at which they signed the separate documents.
8.4 Subject to this Constitution, questions arising at any meeting of the Board shall be decided by a majority of the Governors present at the meeting, each Governor being entitled to cast one vote. In the case of an equality of votes, the person presiding at the meeting shall have a second or casting vote. A declaration by the person presiding at the meeting, or an entry in the minute books of the association, that a resolution has or has not been passed by the requisite majority shall in the absence of evidence to the contrary be conclusive.
8.5 The quorum necessary for the transaction of the business of the Board shall be five Governors or such greater number of Governors as may be fixed by the Board.
8.6 The continuing Governors on the Board may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by this Constitution as the necessary quorum of the Board the continuing Governor or Governors may only act for the purpose of increasing the number of Governors on the Board to that number or of summoning a general meeting of the Association, and for no other purpose.
8.7 The President shall preside at every meeting of the Board, or if there is no President, or if at any meeting the President is not present within ten minutes after the time appointed for holding the meeting, a Vice-President shall preside. If a Vice-President is not present within ten minutes after the time appointed for holding the meeting then the Governors may choose one of their number to preside at the meeting.
8.8 All acts done by any meeting of the Board or of a sub-committee or by any person acting as a Governor on the Board, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Governor or person acting as such a Governor, or that the Governors on the Board or any of them was disqualified from acting as such, be as valid as if every such person had been duly appointed and was qualified to be a Governor on the Board.
Part 9 The Executive Officer
9.1 The Executive Officer shall as far as practicable attend all meetings of the Board, the annual and other general meetings of the Association, and all meetings of the Executive Committee and of any sub-committees appointed by the Board.
9.2 The Executive Officer shall:
(a) convene all the meetings of the Association, the Board, the Executive Committee, and any sub-committee of the Board;
(b) give at least ten days', or such longer period stipulated in this Constitution, notice of such meetings to the persons entitled to attend and vote at such meetings; and
(c) keep or cause to be kept the minutes or records of such meetings in a book or books to be kept for that purpose.
9.3 The Executive Officer shall:
(a) receive all funds on behalf of the Association and deposit the same to the credit of the Association in the Association's accounts held by the University as approved by the Board;
(b) pay all accounts under and according to the Board's direction;
(c) keep correct accounts and records of all funds so received and expended by or on behalf of the Association;
(d) at the close of each financial year submit to the Board for its approval financial statements suitable for audit including a statement of assets and liabilities; and
(e) whenever so required by the Board prepare and submit to it statements of receipts and expenditure and of the financial position of the Association including a current statement of account balances.
9.2 The Executive Officer shall:
(a) convene all the meetings of the Association, the Board, the Executive Committee, and any sub-committee of the Board;
(b) give at least ten days', or such longer period stipulated in this Constitution, notice of such meetings to the persons entitled to attend and vote at such meetings; and
(c) keep or cause to be kept the minutes or records of such meetings in a book or books to be kept for that purpose.
9.3 The Executive Officer shall:
(a) receive all funds on behalf of the Association and deposit the same to the credit of the Association in the Association's accounts held by the University as approved by the Board;
(b) pay all accounts under and according to the Board's direction;
(c) keep correct accounts and records of all funds so received and expended by or on behalf of the Association;
(d) at the close of each financial year submit to the Board for its approval financial statements suitable for audit including a statement of assets and liabilities; and
(e) whenever so required by the Board prepare and submit to it statements of receipts and expenditure and of the financial position of the Association including a current statement of account balances.
General Meetings
10.1 The annual general meeting of the Association for any financial year shall be held as soon as practicable after the end of that financial year but in any case no later than the date which is four months after the end of that financial year.
10.2 All general meetings, other than the annual general meetings, shall be called extraordinary general meetings.
10.3 Any five Governors on the Board whenever they think fit may requisition an extraordinary general meeting. Extraordinary general meetings shall be convened on such requisition or on the requisition of any one hundred members of the Association.
10.4 Subject to clause 13.1, members shall be given at least fourteen days' notice of an extraordinary general meeting and twenty-eight days' notice for an annual general meeting, in each case specifying the place, the date, and the hour of the meeting and the business proposed to be conducted at that meeting.
10.5 At the annual general meeting:
(a) the Board shall report on its activities since the previous annual general meeting; and
(b) the President or a delegated Vice-President shall present audited financial statements of the prior financial year.
10.6 Proceedings at general meetings shall be in accordance with the By-laws.
10.7 A declaration by the person presiding at a general meeting, or an entry in the minute books of the Association, that a resolution has or has not been passed by the requisite majority shall in the absence of evidence to the contrary be conclusive.
10.2 All general meetings, other than the annual general meetings, shall be called extraordinary general meetings.
10.3 Any five Governors on the Board whenever they think fit may requisition an extraordinary general meeting. Extraordinary general meetings shall be convened on such requisition or on the requisition of any one hundred members of the Association.
10.4 Subject to clause 13.1, members shall be given at least fourteen days' notice of an extraordinary general meeting and twenty-eight days' notice for an annual general meeting, in each case specifying the place, the date, and the hour of the meeting and the business proposed to be conducted at that meeting.
10.5 At the annual general meeting:
(a) the Board shall report on its activities since the previous annual general meeting; and
(b) the President or a delegated Vice-President shall present audited financial statements of the prior financial year.
10.6 Proceedings at general meetings shall be in accordance with the By-laws.
10.7 A declaration by the person presiding at a general meeting, or an entry in the minute books of the Association, that a resolution has or has not been passed by the requisite majority shall in the absence of evidence to the contrary be conclusive.
Part 11 Notices
11.1
(a) A notice may be given by the Association to any member:
(a) personally; or
(b) by sending it by post to the registered address last supplied by the member whether to the Association or the University for the giving of notices; or
(c) by placing suitable advertisements in such newspapers as may be determined to be appropriate by the Board.
(b) Where notice is sent by post, service of the notice shall be deemed to have been effected by properly addressing, prepaying and posting a communication containing the notice.
11.2 Notice of every general meeting shall be given in any manner authorised in this Constitution to every member except those members who have not supplied to the Association or the University an address for the giving of notices to them.
(a) A notice may be given by the Association to any member:
(a) personally; or
(b) by sending it by post to the registered address last supplied by the member whether to the Association or the University for the giving of notices; or
(c) by placing suitable advertisements in such newspapers as may be determined to be appropriate by the Board.
(b) Where notice is sent by post, service of the notice shall be deemed to have been effected by properly addressing, prepaying and posting a communication containing the notice.
11.2 Notice of every general meeting shall be given in any manner authorised in this Constitution to every member except those members who have not supplied to the Association or the University an address for the giving of notices to them.
Part 12 Indemnity
12.1 Governors shall be indemnified out of the assets of the Association against any reasonable costs incurred by any of them in defending any proceedings, whether civil or criminal, arising out of the performance of their duties and in which judgement is given in their favour or in which they are acquitted or in connection with any application in which relief is granted to them by a Court. A Governor may not be indemnified in respect of any proven negligence, default, contravention, breach of duty or breach of trust by the Governor.
Part 13 Alteration of Constitution
13.1 This Constitution may with the consent of Council be altered, amended, added to or repealed in whole or in part by a resolution passed by a majority of not less than two-thirds of the members present and voting thereon at a general meeting of the Association of which not less than twenty-eight days notice (including notice of the proposed resolution) has been given with notice of the meeting or by a majority of not less than two-thirds of the members responding in a postal ballot conducted in accordance with the By-Laws.