IPEd constitutionEffective date ddmmmmyyyy
Green paper overview: IPEd Transition Constitution
This IPEd Transition draft constitution is the primary legal document defining IPEd’s nature, purposes, powers and governance structures and processes. A constitution is required by the Corporations Act.
For IPEd as a direct membership organisation, the IPEd Transition draftconstitution defines branches, sub-branches and special interest groups. The rules governing these operating units of IPEd are defined in the IPEd by-laws, which are contained in the IPEd by-laws. Those by-laws are established under this constitution and referred to where appropriate in the constitution.
Section A – preliminary matters
1Defined terms and interpretation
2Nature of IPEd and liability
3Capacity
4Not for profit
Section B – purpose
5Purpose of IPEd
Section X – Transitional matters
X1 Transitional definitions
X2Membership
X3Initial General Meeting
X4 Initial Branches
X5 Initial IPEd Council
X6Branch-reserved funds
Section C – Members and membership
6Membership
6.1Membership eligibility
6.2Members of IPEd
6.3Membership Classifications
6.4Members’ rights
6.5Membership not transferable
6.6Register of Members
6.7Membership fees
7Ceasing to be a Member
7.1General overview
7.2Resignation from membership
7.3Automatic cessation of membership
7.4Breach of the Code of Ethics or Branch By-laws
7.5Expulsion of a Member
7.6Appeal of a Member Expulsion Resolution
8General meetings
8.1Annual General Meeting
8.2Holding of General Meetings
8.3Convening of General Meetings at a Member’s request
8.4Notice of meetings
8.5Business of the Annual General Meeting
8.6Members’ business
8.7Omission to give notice
8.8Discussion items in General Meetings
9PROCEEDINGS AT GENERAL MEETINGS
9.1Quorum
9.2Chair of General Meetings
9.3Adjournment
9.4Special resolutions
9.5Voting rights
9.6Representation at General Meetings
9.7Decisions at General Meetings
9.8Minutes of General Meeting
Section D – Councillors and Officers
10Councillors
10.1Council composition
10.2Appointment of Councillors
10.3Councillors’ duty
10.4Branch nomination of Councillors
10.5Process for appointment
10.6Vacancies
10.7Retirement
11Term and removal of Councillors
11.1Term of appointment
11.2Removal of Councillors
12Disqualification of Councillors
13Powers and duties of Councillors
13.1Management of IPEd
13.2Cheques and negotiable instruments
13.3Leave of absence and Alternate Councillors
14Councillors’ and committee members’ interests
14.1Councillors’ and committee members’ contracts
14.2Declaration of interest
14.3Votes by interested Councillors or Committee members
15Proceedings of Council
15.1Procedure generally
15.2Quorum
15.3Calling of meetings
15.4Notice of meetings
15.5Chair of meetings
15.6Determinations
15.7Delegation to Committees
15.8Validation of irregular acts
15.9Written resolutions
15.10Voting authority
16Borrowing powers
17Secretary
18Executive Officer
Section e – Branches and special interest groups
19Branch formation
20Branch membership
21Branch Committee
22Branch operations
23Special Interest groups
Section F – Administrative matters
24Minutes
25Financial and other records
26Seal
27Notices
27.1Notices to Members
27.2Deemed service
27.3Persons entitled to notice of a General Meeting
28Winding up
29Indemnity and insurance
29.1 Indemnity
29.2Insurance
30Alteration of Constitution
Schedule 1 – Interpretation
1Replaceable Rules inapplicable
2Definitions
3Construction
Schedule 2 – Participation of societIes
Background
Participating Societies
Undecided Societies
Non-Participating Societies
Drafting note:A constitution serves as a written definition and expression of the organization itself. It covers the nature of the organization, its reason for being, its membership and broad fundamentals of its organization and operations. The bylaws are created as a set of rules for day-to-day operations based on the foundational principles of the constitution.
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Version: 27 April 2015
IPEd constitutionEffective date ddmmmmyyyy
CONSTITUTION OF
The Institute of Professional Editors Limited
ABN: 74 129 335 217
Effective ddmmmmyyyy
A company limited by guarantee
Section A – preliminary matters
1Defined terms and interpretation
(a)The Dictionary in Schedule 1:
(i)defines some of the terms used in this Constitution
(ii)clarifies the effect of the Corporations Act on this Constitution.
(b)The interpretation rule in Schedule 1 (Dictionary) sets out rules of interpretation for this Constitution.
2Nature of IPEd and liability
(a)The Institute of Professional Editors Limited (IPEd) is a public company limited by guarantee.
(b)The liability of each Member is limited. Each Member guarantees to contribute up to a maximum of ten dollars to the assets of IPEd if it is wound up while the Member is a Member, or within one year afterwards, and at the time of winding up the debts and liabilities of IPEd exceed its assets. The liability of each Member is limited to making such contribution and no more.
3Capacity
Drafting note: copy of rule1 in the existing constitution.
Subject to the Corporations Act, IPEd has the legal capacity of a natural person including the capacity to exercise the powers set out in section 124 of the Corporations Act. It is the intention that this Constitution will not restrict or prohibit the exercise by IPEd of any of these powers except as expressly stated.
4Not for profit
Drafting note: copy of rule2in the existing constitution.
The income and property of IPEd must be applied solely towards the promotion of the objects of IPEd as set out in this Constitution and no portion of it is to be paid or transferred directly or indirectly by way of profit to Members. This does not prevent the payment in good faith:
(a)of remuneration to any officers or servants of IPEd in return for any services rendered to IPEd, if such payment is approved by the Council
(b)of remuneration to any Member in return for any services rendered to IPEd, if such payment is approved by the Council
(c)for goods supplied in the ordinary and usual course of business
(d)of interest at a reasonable and proper rate on money borrowed from any Member
(e)of reasonable and proper rent for premises leased or licensed by any Member to IPEd
(f)of grants made in good faith to further the objects of IPEd to be administered by a Member, or
(g)by IPEd of annual fees payable to the Councillors as remuneration for their services as Councillors, provided that the amount is reasonable in the circumstances and the amount has been approved by the Members of IPEd at the Annual General Meeting.
Section B – purpose
5Purpose of IPEd
Drafting note: From the current constitution, with wording changes and additions of sub-clauses on professional development, accreditation and standards.
The purposes for which IPEd is established are to represent professional editors and develop a high standard of professional practice through, among other things:
(a)being the nationally recognised professional association of the editing profession in Australia and other regions in which it operates
(b)providing professional development opportunities for editors
(c)providing an accreditation scheme that offers editors a mechanism for demonstrating their competence, as measured against Australian standards for editing practice, and provides potential employers with confidence in the skills of the editors they hire
(d)developing and maintaining standards for all aspects of editing practice
(e)providing access to information and advice on workplace matters, contracts and advocacy on freelance matters
(f)promoting legislative, administrative, economic, commercial and social frameworks that advance the interests of the editing profession
(g)educating and informing the community about the activities and operations of the editing profession and the benefits to be derived from the use of professional editors
(h)providing a forum for technical, commercial and social interaction, and facilitating effective research and development of solutions to issues affecting the editing profession
(i)promoting ethical practice within the editing profession
(j)promoting and maintaining close working relationships with and among Members and with other business and industry associations
(k)providing a system for the resolution of disputes arising in the editing profession
(l)doing all other lawful things that are incidental or conducive to the attainment of all or any of these objectives, or that may be calculated to advance directly or indirectly the interests of IPEd.
Section X – Transitional matters
Drafting note: This section is necessary to provide definitions and rules governing the transition period between the date of the member societies of IPEd voting in an SGM to adopt this constitution and the date of winding up or deregistration of the last Participating Society. Once the transition is complete, this section may, at an appropriate time, be deleted from the constitution without requiring changes to any other rules. This removal would need to be approved by members voting ona special resolution.
In order to avoid any taxation impacts of transferring funds to IPEd, and to avoid the need to appoint liquidators, Participating Societies need to remain as Member Societies of IPEd under this constitution until they have completed transferring their members and funds to IPEd.
X1 Transitional definitions
In this Constitution, unless the context otherwise requires:
“Participating Society” is a MemberSociety of IPEdwhose members in a special general meetingon its Decision Date resolved to approve the Transition Plan. Such societies and theirDecision Dates are identified in Schedule 2 to this Constitution.
“Decision Date” is the date on which the members of aMember Society of IPEd, which was a member of IPEd on that date, voted in a special general meeting on a special motion to approve the Transition Plan.
“IPEd Confirmation Date” is the date on which Member Societies voted in a special general meeting of IPEd on a special motion to adopt this Constitution and proceed to implement IPEd as defined in the Transition Plan and in this Constitution.
“Member Societies” are those societies of editors that were members of IPEd under the IPEd constitution in force on the IPEd Confirmation Date.
“Non-Participating Society” is a MemberSociety of IPEdwhose members, in a special general meeting on its Decision Date resolved not to approve the Transition Plan, and is not an Undecided Society. Such societies and theirDecision Dates are identified in Schedule 2 to this Constitution.
“Undecided Society” is a MemberSociety of IPEdwhose members, in a special general meeting on its initial Decision Date resolved not to approve the Transition Plan but, a sufficient majority of the members of other societies having approved the plan, requested a grace period to reconsider the Transition Plan and hold a second vote on a motion to approve the Transition Plan. The second vote by an Undecided Society must be held within four months of the IPEd Confirmation Date. If an Undecided Society’s members approve the Transition Plan in the second vote, the society becomes a Participating Society on the date that the IPEd Council records notice of the result.
“Successor Branch” is a Branch of IPEd initially formed for the Members transferred to IPEd by their Participating Society.
“Transition Date” is the Effective Date.
“Transition Plan” is the plan defining the implementation and operation of IPEd according to this Constitution, including Participating Societies transferringtheir members and assets to IPEd and deregistering or winding up as incorporated associations.
Note: For clarity, the sequence of dates defined above is as follows:
- Decision Date, for all societies
- IPEd Confirmation Date
- Transition Date.
X2Membership
a)Participating Societiesremain as members of IPEd from the Transition Datesolely to complete the transfer of member records and funds to IPEd.
b)Undecided Societies remain as members of IPEd from the Transition Date solely to reconsider the Transition Plan and hold a second vote in a special general meeting on a motion to approve the Transition Plan. If the second vote does not approve the Transition Plan, an Undecided Society shall cease to be a member of IPEd on the date of the second vote.
c)Participating Societiesand Undecided Societies do not have the right to vote in IPEd General Meetings under this Constitution.
d)Participating Societiescease to be members of IPEd on the dates on which they cancel their registrations or wind up as incorporated associations.
e)Non-Participating Societies shall cease to be members of IPEd on the Transition Date.
f)The initial individual Members of IPEd are all fully paid up members of theParticipating Societies, and automatically become Members of IPEd on the Transition Date.
g)The Classificationand Categories of membership of the individual Members transferred from the Participating Societies shall be assigned according to the rules agreed by Member Societies in the TransitionPlan.
X3Initial General Meeting
The initial General Meeting of IPEd shall be held within 18 months of the Transition Date. In all other respects, the holding of and procedures for the initial General Meeting shall be in accordance with Rule 8 of this Constitution.
X4 InitialBranches
a)A Successor Branch shall be established for each Participating Society, and shall cover the same geographic area as their Participating Society.
b)Each Participating Society shall appoint the initial Committee members for its Successor Branch.
X5 Initial IPEd Council
The Participating Societies shall each appoint one Councillor, and there shall be a minimum of four Councillors. The Councillors shall elect one of their number as Chair of the Council. In all other respects, the rules applying to the Council shall be in accordance with Section D of this Constitution.
X6Branch-reserved funds
Each Participating Society may specify an amount of the funds which it transfers to IPEd as being reserved for purposes to be determined by its Successor Branch, provided that:
a)The amount of Branch-reserved funds is not greater than the Participating Society’s total funds after paying all its liabilities, andafter deducting sufficient funds as determined by the agreed formula in the Transition Plan to cover Successor Branch operating costs for the balance of the IPEd Financial Year.
b)The Branch-reserved funds shall be kept in bank accounts managed by the national office but identified as being reserved for purposes determined by the Branch.
c)The Successor Branch Committee must authorise in writing the expenditure of any amount of its Branch-reserved funds.
Section C – Members and membership
This section replaces rule 6 of the current constitution, and requires substantial new and changed rules to provide for direct membership, and the replacement of societies by branches.
6Membership
6.1Membership eligibility
To be eligible for membershipof IPEd a Person must:
(a)have a commitment to the purposes of IPEd
(b)agree to be bound by IPEd’s Code of Ethics and IPEd Branch By-laws, including all related review and appeal policies and procedures
(c)complete and lodge a membership application in such form as determined by the Council from time to time
(d)ensure that all information provided when applying for membership of IPEd is true and accurate and is not misleading or deceptive
(e)satisfy such other membership criteria as the Council may determine from time to time
(f)pay any joining and annual fee as determined by the Council under rule 6.7
(g)be aged 18 years or over.
6.2Members of IPEd
(a)The Members of IPEd are any Personswho are Members as at the Effective Date or who have been admitted as Members of IPEd by the Council since the Effective Date in accordance with rule 6.2 (b).
(b)IPEd shall admit as a Member any Person who:
(i)satisfies the requirements set out in rule 6.1
(ii)completes and submits an application to be a Member, in the form approved by the Council from time to time, by which the applicant agrees to be bound by the terms of this Constitution
(iii)is approved as a Member by the Council, which shall not unnecessarily withhold such approval, and
(iv)is not otherwise ineligible under this Constitution or has not been previously expelled as a Member.
(c)If a Person is admitted as a Member of IPEd, the Secretary must ensure that:
(i)thePerson is given notice of admission as a Member of IPEd
(ii)the name and details of the Person are entered in the Members’ register in accordance with rule 6.6.
(d)The Secretary must ensure that each Person not admitted as a Member of IPEd is informed of this decision and the reasons for it.
6.3Membership Classifications
(a)The membership Classificationsof IPEd shall be:
(i)Voting Member
(ii)Non-voting Member.
(b)The Council may by resolution establish IPEdMembership Categories within each Classificationand the criteria for each Classification and Category of membership.
Drafting note: The establishment of membership categories within the Voting and Non-voting Member Classifications is deferred to the Membership policy so that the Categories and their criteria are more readily modified.
6.4Members’ rights
(a)A Member of IPEd who is entitled to vote has the right:
(i)to receive notice of General Meetings and of proposed Special Resolutions in the manner and time prescribed by these rules
(ii)to submit items of business for consideration at a General Meeting
(iii)to attend and be heard at General Meetings
(iv)to vote at a General Meeting
(v)to have access to the minutes of General Meetings and other documents of IPEd as provided under rule 24
(vi)to inspect the register of Members.
(b)A Member is entitled to vote if:
(i)theMember is a financial Member in a Category of the Voting MemberClassification, and
(ii)more than 10 business days have passed since he or she became a Member of IPEd, and[CH1]
(iii)theMember's rights are not suspended for any reason.
(c)A Non-votingMembercannot vote but may have other rights as determined by the Council or by resolution at a General Meeting.
6.5Membership not transferable
Membership of IPEd and the associated rights cannot be transferred or sold in any manner whatsoever.
6.6Register of Members
(a)A register of Members must be kept in accordance with the law.
(b)Without limiting the requirement under rule 6.6 (a), the following must be entered in the register in respect of each Member:
(i)the name and address of the Member
(ii) the date of admission to and cessation of membership
(iii) any other information required by the Council or the law from time to time.
6.7Membership fees
(a)The Council shall at its absolute discretion determine before the end of each Financial Year the amount of the annual membershipsubscription fees and joining fees (if any) for the following Financial Year, provided that any increase greater than 15% must be approved by the Members in a General Meeting.
(b)Annual membership subscription fees are payable in advance on the anniversary date of each Member’s joining date.
(c)The rights of a Member (including the right to vote) who has not paid the annual subscription by the due date are suspended until the subscription is paid.
7Ceasing to be a Member
This section replaces rules 6.3 through 6.6, and includes substantial new rules needed to provide for direct membership and branches. Direct membership by individuals requires that IPEd have a Code of Ethics and branch by-laws, and rules for the handling of breaches of the Code of Ethics or the by-laws.
7.1General overview
(a)There are a number of circumstances that will result in a Person ceasing to be a Member. For instance, a Person will cease to be a Member of IPEd if that Person:
(i)resigns from membership;see rule 7.2, or
(ii)automatically ceases to be a Member;see rule 7.3, or
(iii)is subject to cessation of their membership for breaches the Code of Ethics or the Branch By-laws under rule 7.4, or