A COMPANY LIMITED BY GUARANTEE
CONSTITUTION
OF
EXERCISE SPORTS SCIENCE AUSTRALIALTD
A.C.N. 053 849 460
A.B.N. 14 053 849 460
Endorsed by Members on xxx
ESSACONSTITUTION
INDEX
1.Name of Company
2.Objects
3.Interpretation and Definitions
4.Application of Profit
5.Director Remuneration
6.Liability of Members
7.Winding Up
8.Number of Members
9.Membership
10.Membership Generally
11.Full Member
12.Full Members with Fellow Status
13.Student Members
14.Associate Members
15.Academic Members
16.Honorary Members
17.Life Members
18.Patrons
19.Register of Members
20.Subscriptions and Levies
21.Rights of Members
22.Ethics and Disciplinary powers
23.Cessation and Suspension of Membership
24.General Meetings
25.Notice of Annual General Meetings
26.Proceedings at General Meetings
27.The Board
28.Powers and Duties of the Board
29.Proceedings of the Board
30.Committees of the Board
31.Councils
32.Committees of the Company
33.Powers and Duties of the Executive Officer
34.Accounts
35.Auditor
36.Common Seal
37.By-Laws
38.Notices
39.Indemnity and Insurance
40.Inspection of Records
41.Alterations to the Constitution
CONSTITUTION
OF
EXERCISE SPORTS SCIENCE AUSTRALIALTD
A.C.N. 053 849 460
A.B.N. 14 053 849 460
1.Name of Company
1.1.The name of the Company is “Exercise Sports ScienceAustraliaLtd” (the “Company”).
1.2.The replaceable rules set out in section 135 of the Act apply to the Company only to the extent that they apply to companies limited by guarantee and they are not inconsistent with this Constitution.
2.Objects
2.1.The principal objects for which the Company is established are to:
2.1.1.support protect, promote and advance the character and status of the profession of exercise and sports science in Australia;
2.1.2.form strategic alliances/partnerships to advance exercise and sports science in Australia and internationally;
2.1.3.foster the advancement of skills, knowledge and the profession of exercise and sports science nationally and internationally;
2.1.4.advocate for safe, effective, ethical and evidence-based exercise and sports science service delivery in which the community has confidence;
2.1.5.accredit Universities which provide courses in exercise and sport science;
2.1.6.accredit persons as exercise and sport science professionals;
2.1.7.assist exercise and sports scientists to seek out appropriate sources of funds for research in exercise and sports sciences and related fields;
2.1.8.cooperate with, and make submissions to government and regulatory agencies in the furtherance of the profession of exercise and sports science;
2.1.9.maintain a framework for accrediting continuing education for exercise and sports scientists;
2.1.10.promote excellence through a program of continuing professional development by sponsoring seminars, workshops and educational exhibitions to benefit the ongoing development of exercise and sports science in Australia;
2.1.11.provide educational programs to promote uniformity in the principles, methods and practices of exercise and sports science;
2.1.12.promote, progress and improve communication in the profession of exercise and sports science;
2.1.13.provide a forum for the exchange of information, ideas and strategies relevant to exercise and sports science and related fields;
2.1.14.support the undertaking, promotion and advancement of scientific studies in exercise and sports science and related fields and the practice of exercise and sports science;
2.1.15.administer a code of professional conduct and ethical practice, for exercise and science professionals;
2.1.16.administer disciplinary process for members and accredited professionals; and
2.1.17.do all such other things that are conducive or incidental to the attainment of all other objects of the Company and to exercise all of the powers of the Company.
3.Interpretation and Definitions
3.1.In this Constitution:
3.1.1.Academic Membermeans a person who has been admitted to a class of membership pursuant to Clause 15;
3.1.2.Act means the Corporations Act 2001(Cth);
3.1.3.AGM means Annual General Meeting;
3.1.4.Appointed Director means a person who is appointed by the Board as a Director pursuant to Clause 27;
3.1.5.Associate Member means a person who has been admitted to a class of membership pursuant to Clause 14;
3.1.6.Auditor means the auditor of the Company appointed under the Act;
3.1.7.Board means the board of Directors of the Company referred to in Clause 27;
3.1.8.By-laws mean the by-laws of the Company made pursuant to Clause 37or as authorised by this Constitution;
3.1.9.Chairperson means the person presiding at a general meeting pursuant to Clause 26 or the person presiding at a Board meeting pursuant to Clause 27;
3.1.10.Committee means a committee established under Clause32;
3.1.11.Company means Exercise & Sports Science Australia Ltd;
3.1.12.Constitution means the Constitution of the Company as varied from time to time;
3.1.13.Council means a Council established under Clause 31;
3.1.14.Degree means an Australian Qualifications Framework (AQF) level7 qualification, leading to the award of a Bachelor degree or a higher qualification such as a level 9 Masters;
3.1.15.Director means any person formally and lawfully appointed as a director of the Company;
3.1.16.Directors Fees means fees paid to a Director under Clause 5.2;
3.1.17.Elected Director means a Full Member of the Company that is elected by the Members as a director of the Company pursuant to Clause 27.
3.1.18.Ethics and Disciplinary Committee means the committee established by the Board toadjudicate on matters where there is an alleged breach of the By-Lawsand standards for fit and proper professional practice;
3.1.19.Executive Officer means the person appointed as Executive Officer (or such title as may be adopted from time to time by the Board) pursuant to Clause 33;
3.1.20.Fellow is a Member who has been admitted to Fellow status by the Company pursuant to Clause 12;
3.1.21.Full Member (ESSAM) means a person who is qualified as a Full Memberby the Company pursuant to Clause 11;
3.1.22.Financial Year means a period of twelve months ending on December 31 in each calendar year;
3.1.23.Honorary Member means a person who has been admitted to that class of membership pursuant to Clause 16;
3.1.24.Life Member means a person who has been admitted to that class of membership pursuant to Clause 17;
3.1.25.Member means a person who has been admitted to any one of the classes of membership referred to in Clause 9 and 10;
3.1.26.Objects means the objects of the Company as set out in Clause 2;
3.1.27.Patron means a person who has been admitted to that class of membership pursuant to Clause 18;
3.1.28.President means the President of the Company elected pursuant to Clause 27;
3.1.29.State means a State and Territories of Australia;
3.1.30.Student Member means a person who has been admitted to that class of membership pursuant to Clause 13; and
3.1.31.University means a tertiary institution which satisfies the requirement of “Australian University” category under the Higher Education Standards Framework (Threshold Standards) 2011 as amended under subsection 58(1) Tertiary Education Quality and Standards Agency Act 2011 (2013).
3.2.In the Constitution unless the contrary intention appears:
3.2.1.person includes a firm, a body corporate, an unincorporated association or an authority;
3.2.2.the singular includes the plural and vice versa;
3.2.3.where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
3.2.4.a reference to writing includes electronic files, printing and facsimile;
3.2.5.a reference to a Clause is a reference to one of the Clauses in this Constitution;
3.2.6.a reference to a section is a reference to a section of the Corporations Act; and
3.2.7.a reference to the Corporations Act or Act, or to a provision of the Corporations Act or Act, means the Corporations Act 2001 (Cth) or that Act or provision as amended from time to time, or any statute, code or provision enacted in its place and includes regulations and other instruments under it.
3.3.Headings are inserted for convenience and do not affect the interpretation of this Constitution.
3.4.Powers conferred on the Company, the Board, a member of the Board, a Committee, a Branch, an Interest Group or a Member, may be exercised at any time and from time to time.
4.Application of Profit
4.1.The profits (if any) or other income and the property of the Company, however derived, must be applied solely towards the promotion of the Objects and no part of those profits or that income may be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise, to a Member of the Company.
This Clause does not prevent the payment in good faith to an officer or Member ofthe Company, or to a firm of which an officer or Member is a partner:
4.1.1.of remuneration for;
4.1.1.1.services rendered to the Company; or
4.1.1.2.goods supplied in the ordinary course of business;
4.1.1.3.interest at a rate not exceeding the rate for the time being fixed for the purposes of this Clause by the Board on money borrowed from an officer or Member of the Company; or
4.1.1.4.reasonable rent for premises demised or let from an officer or Member of the Company.
5.Director Remuneration
5.1.A Director may be reimbursed expenses or paid remuneration for services rendered to the Company in circumstances permitted by the Constitution.
5.2.TheMembers may determine an amountwhich shall be the maximum remuneration paidas Directors’ Fees to all of the Directors, as a group, for a period determined by the Members.
5.3.The Board shall determine the remuneration payable by the Company to individualDirectors from time to time which remuneration shall not in aggregate for any period exceed the Directors’ Fees determined in accordance with Clause 5.2.
6.Liability of Members
6.1.The liability of Members is limited.
6.2.Every Member of the Company undertakes to contribute to the assets of the Company in the event of it being wound up during the time that they are a Member or within one year afterwards for payment of the debts and liabilities of the Company contracted before the time at which they ceased to be a Member and of the costs, charges and expenses of its winding up and for the adjustment of the rights of the contributories amongst themselves such amount, as may be required not exceeding the sum of ten dollars ($10.00).
7.Winding Up
7.1.If, on winding up or the dissolution of the Company and after satisfaction of all its debts and liabilities there remains any property whatever, it may not be paid to or distributed among the Members. The property must be given or transferred to another corporation as defined in the Corporations Act which:
7.1.1.is approved by the Members in a general meeting as the recipient of the property;
7.1.2.has objects in itsconstitution which are principally for the benefit of the public and the advancement of the field of exercise and sports science; and
7.1.3.limits the recipient in applying its profits (if any) or other income or in promoting its constitution to substantially the same extent as is provided for in this Constitution.
7.2.If the Board fail to approve a recipient of any surplus property in accordance with Clause7.1, such a body may be determined by a judge who has or acquired jurisdiction in the matter.
8.Number of Members
8.1.The number of persons who may be admitted as Members is not limited.
9.Membership
9.1.TheCompanyshall be the following classes of members:
9.1.1.Full Member;
9.1.2.Member with Fellow Status;
9.1.3.Student Member;
9.1.4.Associate Member;
9.1.5.Academic Member;
9.1.6.Honorary Member;
9.1.7.Life Member; and
9.1.8.Patron.
10.Membership Generally
10.1.An application for membership, shall be in such form as the Board shall from time to time prescribe.
10.2.An application must be supported by such documents and information as the Board shall from time to time prescribe.
10.3.The Board shallconsider each membership application in accordance with the criteria for membershipset out in the By-laws and approve or reject the application as it sees fit.
10.4.A person whose membership is rejected shall have the right to appeal and/or lodge grievances against the membership rejection as established in the By-laws.
11.Full Member
11.1.A person:
11.1.1.who is a graduate of adegree as defined in the By-laws;
11.1.2.who has completed a degree that has at least 1 years full time equivalent of exercise and sports science study units, as established in the By-laws;
11.1.3.who has completed industry experience in exercise and sports science, as established in the By-laws; and
11.1.4.who satisfies the Board that they are a fit and proper person as established in the By-laws;
is eligible to be admitted as a Full Member, and may upon application, be admitted by the Board subject to payment of any subscriptions owing to the Company.
11.2.A Full Member shall be entitled to notice of general meetings, to attend and vote and be eligible to hold office as a member of the Board.
11.3.A Full Member shall be entitled to use the post nominal ‘ESSAM’.
12.Full Members with Fellow Status
12.1.Fellow status is a subcategory of Full Member.
12.2.A Full Member may apply for Fellow status as established in the By-Laws.
12.3.A Member with Fellow Status shall be entitled to use the post nominal ‘ESSAF’.
12.4.A Member with Fellow Status shall be entitled to notice of general meetings, to attend and vote and be eligible to hold office as a member of the Board.
13.Student Members
13.1.A person:
13.1.1.who is currently enrolled in an exercise and sports sciencedegreein Australia, as established in the By-laws and
13.1.2.who satisfies the Board that they are a fit and proper person, as established in the By-laws;
is eligible to be admitted as a Student Member and may upon application, be admitted by the Board subject to payment of any subscriptions owing to the Company.
13.2.A Student Member shall be entitled to notice of general meetings and to attend general meetings, and with the consent of the President, may take part in all discussions, but shall not be entitled to vote or to hold office as a member of the Board.
14.Associate Members
14.1.A person:
14.1.1.who holds a degree in a field related to exercise and sports science and has made a contribution to the field of exercise and sports science in Australia and is approved by the Board; or
14.1.2.who does not live in Australia and is a financial member of an exercise and sports science Companyapproved by the Board; and
14.1.3.who satisfies the Board that they are a fit and proper person as established in the By-laws;
is eligible to be admitted as an Associate Member and may upon application, be admitted by the Board subject to payment of any subscriptions owing to the Company.
14.2.An Associate Member shall be entitled to notice of general meetings and to attend meetings, and with the consent of the President, may take part in all discussions, but shall not be entitled to vote or to hold office as a member of the Board.
15.Academic Members
15.1.A person:
15.1.1.who holds an academic position at an institution or research institutionasestablished in the By-laws shall be an Academic Member; and
15.1.2.who satisfies the Board that they are a fit and proper person as established in the By-laws;
is eligible to be admitted as anAcademic Member and may upon application be admitted by the Board subject to payment of any subscriptionsowing to the Company.
15.2.An Academic Member shall be entitled to notice of general meetings and to attend meetings, and with the consent of the President, may take part in all discussions, but shall not be entitled to vote or to hold office as a member of the Board.
16.Honorary Members
16.1.A person who as established in the By-laws:
16.1.1.the Board determines to be of a distinguished position or attainment who is a resident of the Commonwealth of Australia; or
16.1.2.the Board determines has made an outstanding contribution to the field of exercise and sports science in Australia; and
16.1.3.who satisfies the Board that they are a fit and proper person;
is eligible to be admitted as a Honorary Member.
16.2.An Honorary Member shall be entitled to ESSAmembership for a period determined by the Board. The Board,subject to Clause 22and 23,may revoke such Honorary Membership at any time.
16.3.An Honorary Member shall be entitled to notice of general meetings and to attend meetings, and with the consent of the President, may take part in all discussions, but shall not be entitled to vote or to hold office as a member of the Board.
17.Life Members
17.1.A person who as established in the By-Laws:
17.1.1.the Board determines to be of a distinguished position or attainment who is a resident of the Commonwealth of Australia; or
17.1.2.the Board determines has made an outstanding contribution to the field of exercise and sports science in Australia; and
17.1.3.who satisfies the Board that they are a fit and proper person;
is eligible to be admitted as a Life Member.
17.2.A Life Member shall be entitled to ESSA membership for life. The Boardsubject to Clause 22 and 23,may revoke such Life Membership at any time.
17.3.A Life Member shall be entitled to notice of general meetings, to attend and vote, but are not entitled to hold office as a member of the Board.
18.Patrons
18.1.A person:
18.1.1.who the Board determines to be of a distinguished position or attainment who is a resident of the Commonwealth of Australia; or
18.1.2.who satisfies the Board that they are a fit and proper person and/or Company, as established in the By-laws;
is eligible to be admitted as a Patron.
18.2.A Patron shall be entitled to ESSA membership for a period determined by the Board. The Board subject to Clause 22and 23,may revoke Patron membership at any time.
18.3.A Patron shall be entitled to notice of general meetings and to attend meetings, and with the consent of the President, may take part in all discussions, but shall not be entitled to vote or to hold office as a member of the Board.
18.4.The number of Patrons of the Association is limited to two (2).
19.Register of Members
19.1.TheCompany must keep a Register of Members.
19.2.TheRegister of Members must include the following particulars for each Member:
19.2.1.name, address, contact details, and email address;
19.2.2.the date of admission as a Member;
19.2.3.formal qualifications conferred which, must be verified by documentation certified by a Justice of the Peace;
19.2.4.membership type;
19.2.5.the date membership ceases where applicable;
19.2.6.details about the suspension, termination or reinstatement of membership where applicable; and
19.2.7.any other particulars that the Board or the Members at a general meeting decide.
19.3.The Board shall issue and approve regulations governing the collection, use, disclosure, access and protection, of personal information in accordance with the Privacy Act.
20.Subscriptions and Levies
20.1.All Members,with the exception ofHonorary, Life, and PatronMembers, must pay such annual membership subscriptions to the Company as are determined from time to time by the Board.
20.2.Date for payment of subscriptions should be determined by the Board, from time to time. In the case of a Member admitted to membership during a Financial Year, their subscription for the year shall be adjusted at a pro-rata rate as determined by the Board.
20.3.The Board may resolve to impose a levy subject to Clause 20.4, in addition to the annual subscription.
20.4.Levies in excess of the amount of a Member’sAnnual Subscription Fee will not be raised in any year unless they are first approved by a general meeting or by a postal ballot of Members.