CONSTITUTION
OF
THE ECOLOGICAL SOCIETY OF AUSTRALIALTD
ABN: 20 571 098 795
Amended November 2015
Developed in assistance with
COOPER GRACE WARD
Lawyers
Level 21, 400 George Street
Brisbane Qld 4000 Australia
T 61 7 3231 2444
F61 7 3221 4356
W
IBC10113201 4883804v4
Corporations Act 2001
A Company Limited by Guarantee and not having a Share Capital
CONSTITUTION
OF
THE ECOLOGICAL SOCIETY OF AUSTRALIALTD
1.INTERPRETATION
Definitions
1.1In this Constitution:
Annual general meeting / means the general meeting held each year as required by the Corporations Act and this Constitution.Annual Subscription / means the annual subscription fee payable by the Members as determined in accordance with clause 6.
Application Subscription / means the current Annual Subscription for the class of membership the applicant is applying for at the time of submitting their application to the Membership Manager and in the case of an application to be an Ordinary Member for more than one year, the amount determined in accordance with clause 6.
By-Laws / means any Bylaws of the Company for the time being in force. The By-laws at the date the Constitution is adopted as set out in Annexure A.
Capacity / has the same meaning as in the Powers of Attorney Act 1998 (Qld).
Company / means The Ecological Society of Australia.
Corporations Act / means the Corporations Act 2001(Cth).
Deductible Gift Recipient / has the same meaning as in the Income Tax Assessment Act 1997.
Directors or Board of Directors or the Board / means the directors of the Company.
Executive / means the executive of the Company pursuant to clause 16.
Financial Year / means the period from the date of establishment of the Company to the following 30 June, and after that, the period 1 July in a year through to 30 June in the next year or any other period of 12 consecutive months determined by the Board.
Guidelines for the Register of Environmental Organisations / means the guidelines published by the of Federal Minister and the Treasurer responsible for the environment.
Incorporated Association / means the association incorporated in the Australian Capital Territory known as the Ecological Society of Australia Incorporated.
Impaired Capacity / in relation to a Director, means they do not have Capacity to carry out their responsibilities as a Director.
Member / means a member of the Company or, where the context requires, the representative of a corporate Member.
Membership Manager / means the person appointed to manage the memberships of the Company from time to time and failing such appointment, the Secretary.
Register of Environmental Organisations / means the list of environmental organisations eligible to receive tax deductible donations established under item 6.1.1 subsection 30-55(1) of the Income Tax Assessment Act 1997 to which environmental organisations and their public funds are added and removed at the direction of Federal Minister and the Treasurer responsible for the environment.
Registered Environmental Organisation / means an organisation listed on the Register of Environmental Organisations and endorsed as a Deductible Gift Recipient.
Construction
1.2In this document:
(a)An expression that is given a special meaning for the purposes of any part of the Corporations Act has that same meaning when used in this Constitution.
(b)Words importing the singular include the plural (and vice versa) and words denoting a gender include all other genders.
(c)Clause headings are inserted for convenience only and are not to be used in interpreting this Constitution.
(d)References to legislation or to any provision of any legislation include any modification or re-enactment or any legislative provision substituted for it, and all regulations and subordinate legislation and statutory instruments issued under such legislation.
2.LIMITED COMPANY
2.1The liability of the Members is limited by guarantee.
2.2The name of the Company is The Ecological Society of Australia.
2.3The registered office of the Company will be as the Boardof Directorsdetermines from time to time.
3.OBJECTS
3.1The principal purpose of the Company is to promote the ecological discipline in all its forms, to support the application of the principles in ecology to protect and conserve ecological systems, and to promote the exchange of ecological knowledge for educational purposes and cultural development.
3.2The Company achieves its principal purpose by:
(a)protecting andenhancing the environment through:
(i)promoting the scientific study of all organisms in relation to their environment;
(ii)promoting the application of ecological principles to the development, utilisation and conservation of natural resources;
(iii)advising governmental and other agencies in matters where the application of ecological principles may be relevant to their planning and decision making processes;
(iv)fostering, conservation and ecological management of native biota, their diversity, ecological function, and interaction with the environment;
(v)encouraging high professional and ethical standards among the Company’s Members and other ecologists;
(vi)facilitating and undertakingscientific research in ecology;
(vii)facilitating the dissemination and exchange of ideas and information about ecology and the information among the Company’s Members, ecologists, other professional disciplines and the general public; and
(viii)educating the Company’s Members, ecologists, other professional disciplines and the general public about the environment;
(b)doing all such other things as are incidental or conducive to the attainment of any of all of the objects specified in this clause;
(c)establishing The Ecological Society of Australia Fund in accordance with clause 17; and
(d)seeking donations and funding to The Ecological Society of Australia Fundfrom the public and all levels of government to fund the activities of the Company.
3.3The income and property of the Company must be applied solely towards the promotion of its objects as set out in this Constitution and cannot be paid or transferred, directly or indirectly, as a dividend, bonus or other distribution to the Members or officers of the Company.
3.4Nothing in clause 3.3 prevents:
(a)the payment in good faith of reasonable and proper remuneration to any officer or employee the Company or to any Member or other person in return for any services rendered to the Company; or
(b)the payment of interest on money borrowed from a Member for any of the purposes of the Company,
provided such payments are approved by the Board.
4.MEMBERSHIP
4.1The Members of the Company are:
(a)those persons who were members of the Incorporated Associationupon incorporation of the Company; and
(b)other persons admitted to membership pursuant to this Constitution.
4.2Members who are Members of the Company pursuant to clause 4.1(a) will retain the same class of membership that they had in the Incorporated Association immediately prior to the incorporation of the Company.
4.3Members must inform the Membership Manager in writing of their address for correspondence and of any subsequent change in their address.
4.4The classes of membership of the Company are as follows:
(a)Foundation Members;
(b)Ordinary Members;
(c)Honorary Members;
(d)Concessionary Members; and
(e)Family Membership.
4.5Foundation Members are those persons who were eligible for this class of membership pursuant to the Constitution of the Incorporated Association immediately prior to the incorporation of the Company.
4.6A person is eligible to apply for membership of the Company as:
(a)an Ordinary Member if they have an interest in any aspect of fundamental or applied ecology;
(b)a Honorary Member if they:
(i)have rendered or is rendering distinguished services to the Company or to ecological science;
(ii)have received a written recommendation for admission as an Honorary Member from a Director or at least six Ordinary Members.
(c)a Concessionary Member if they:
(i)have an interest in any aspect of fundamental or applied ecology; and
(ii)are a student of a tertiary institution, have retired or have an income below a certain threshold as determined by the Boardorfor any other reason that is deemed eligible for Concessionary Membership as determined by the Board.
4.7Two people otherwise eligible to apply for membership as Ordinary Members may apply for Family Membership if they satisfy the Boardthat they are married, in a de facto or similar relationship or are otherwise related.
4.8Members are eligible:
(a)to vote at general meetings of the Company;
(b)to be elected as a Director; and
(c)subject to clauses 4.10 and 4.11, to receive one copy of every issue of the Bulletin of the Ecological Society of Australia and the Austral Ecology or a similar publication as may be published from time to time by the Company, in a form determined by the Company, including by electronic distribution.
4.9Members may purchase additional copies the publications referred to in clause 4.8(c)or any other publications of the Company at such prices as the Board may determine from time to time.
4.10Each Family Membership will be eligible to receive one copy of each of the publications referred to in clause 4.8(c).
4.11Ordinary Members who apply for and are admitted as Members for 5 years, 10 years or life pursuant to clause 5.2 will be also be entitled to receive an electronic copy of the Austral Ecology or a similar publication as may be published from time to time by the Company.
5.APPLICATION FOR MEMBERSHIP and appointment of new members
5.1Applications for membership must be in a form approved by the Board, signed by the applicant and directed to the Membership Manager together with payment of their Application Subscription.
5.2In the case of an application for Ordinary Membership, the application must state the period of Annual Subscription (one year, five years, ten years or life) the applicant is paying upfront with their application.
5.3The Boardhas an unfettered discretion to determine whether an applicant will be accepted or rejected for membership.
5.4If a membership application is refused, the Membership Manager must:
(a)notify the applicant in writing, and that applicant may re-apply to the Membership Managerfor admission as a Member, but not within 12 months from the date of the refusal; and
(b)refund the Application Subscriptionpaid by the applicant.
5.5The Board is not required to give reasons for their decision in relation to an application for membership.
6.sUBSCRIPTION Fees
6.1The Annual Subscription payable by:
(a)Ordinary Members will be the sum determined from time to time by Board and approvedby Members;
(b)Concessionary Members will be one half the Annual Subscription of Ordinary Members rounded up to the nearest $5.00;
(c)Family Membership will be one and one third times the Annual Subscription of Ordinary Members rounded up to the nearest $5.00;
6.2Ordinary Members may pay for:
(a)five years ofmembership upfront in which case, the total Application Subscription payable will be 90% of five years current Annual Subscription rounded up to the nearest $5.00; or
(b)ten years ofmembership upfrontin which case, the total Application Subscription payable will be 80% of 10 years current Annual Subscription rounded up to the nearest $5.00; or
(c)life-membership upfront in which case the total Application Subscription payable will be 70% of 35 years current Annual Subscription rounded up to the nearest $10.00.
6.3Application Subscriptionwill be payable to the Membership Manager upon application for membership and subsequent Annual Subscriptions (except in the case of some Ordinary Members who pay upfront in accordance with the provisions of this Constitution)on 1 July in each year, or such other date as determined by the Membership Manager.
6.4A late fee may accrue on overdue Annual Subscriptions. Such a fee must be set by the Board and ratified by Members.
6.5If a Member’s Annual Subscriptionis more than three months in arrears, that Member will not be entitled to the privileges of their class of membership.
6.6Members who cease to be a Member of the Company will be entitled to a refund of Annual Subscriptionpaid in advance of the current Financial Year’sAnnual Subscription.
In the case of Ordinary Members who have paid upfront for multiple years of membership or life membership, the amount paid upfront by the Member will be divided equally over the number of years of membership that have been paid upfront to determine the amount that is refundable to the Member pursuant to clause 6.6.
6.7Honorary Members and Foundation Members will not be liable for the payment of Annual Subscription, but will be deemed to be a financial Member of the Company and entitled to all the privileges of membership.
7.CESSATION OF MEMBERSHIP
7.1A person ceases to be a Member of the Company if the Member:
(a)gives notice in writing to the Membership Manager resigning as a Member;
(b)is declared bankrupt or in case of a corporate Member, is placed into liquidation, or has a receiver or manager appointed;
(c)dies;
(d)is found guilty of a criminal offence;
(e)in the opinion of the Board, acts in their own interests while performing any official duties for the Company; or
(f)refuses or neglects to comply with the provisions of the Constitution or of any By-Law of the Company.
7.2The date of resignation of a Member resigning in accordance with the provisions of clause 7.1 is the date on which the notice of resignation is received by the Secretary or deemed cessation occurs.
7.3Subject to the rest of this clause 7:
(a)the Board has the power to expel a Member for a period and on such terms as is determined by two thirds of the Directors if the Board determines that the Memberis guilty of any conduct which, in the opinion of the Board, is prejudicial to the interests of the Company or likely to bring discredit to the Company;
(b)the Boardmay exercise its discretion to terminate a Member’s membership if that Member has Annual Subscriptionswhich are more than 12 months in arrears and which remain outstanding for one month after the Member has received a written request to pay those arrears.
7.4A Member whose membership is terminated in accordance with clause 7.3will not be eligible for future membership of the Company unless the full amount of the arrears, including any late fee together with the Annual Subscription for the year of membership being applied for is tendered with their further membership application.
7.5At least seven clear days’ notice in writing must be given to a Member of the meeting of the Board at which a resolution to expel the Member is to be proposed.
The notice must include particulars of the issues of concern to the Board.
7.6The Member must have a reasonable opportunity to respond to the allegation and produce any material they consider relevant at the Board meeting.
7.7The Membership Manager must immediately notify the Member in writing once a resolution of expulsion is passed.
7.8Any Member who is expelled may lodge a written appeal with the Membership Manager within 30 days of receipt of notice of expulsion.
7.9If a Member lodges an appeal against their expulsion, the Board must promptly call a general meeting of the Company at which the resolution with respect to the Member's expulsion will be voted on by Members.
At the general meeting called pursuant to clause 7.9, the Member must be given the opportunity to respond to the allegations and produce any material they consider relevant.
7.10The decision of the Company as to a person’s membership in general meeting is binding and no further appeal lies from that decision.
8.ANNUAL GENERAL MEETING
8.1The Annual general meeting of the Company must be held each year no later than five months after the end of the previous Financial Year.
8.2In addition to the requirements of the Corporations Act as to the content of Annual general meetings, the Board will also present a report on the activities of the Company and amendments to the By-Laws since the last Annual general meeting.
9.GENERAL MEETINGS
9.1A general meeting may be convened by the Boardat any time and must be convened within two calendar months of receiving a requisition in writing from Members entitled to exercise at least 5% of the votes that may be cast at a general meeting or 20 Members, whichever is less.
9.2Subject to the provisions of the Corporations Act relating to special resolutions, at least 21days written notice of a general meeting must be given to all Members who are entitled to receive the notice.
9.3A notice of a general meeting must contain all information required by the Corporations Act, including:
(a)the place, the day and the hour of the meeting; and
(b)the general nature of the business to be transacted at the meeting.
10.PROCEEDINGS AT GENERAL MEETINGS
10.1No business can be transacted at any Annual general meeting or general meeting unless a quorum of Members is present in person or by proxy, attorney or representative at the time when the meeting is due to commence.
10.2Unless otherwise determined by the Company in general meeting, a quorum is 20financial Members present in person or by proxy.
10.3Each Family Membership is entitled to two votes and count as two for the purposes of determining the quorum.
10.4If a quorum is not present within half an hour from the time appointed for the meeting, the meeting:
(a)if convened upon the requisition of Members, is dissolved; or
(b)in any other case, the meeting is adjourned to the same day in the next week at the same time and place, or to such other day, time and place as the chairpersonmay determine.
10.5If a quorum is not present at the adjourned meeting within half an hour from the time appointed for the meeting, the Members present constitute a quorum.
10.6The chairperson may, with the consent of the Members present at any meeting at which a quorum is present, adjourn the meeting but no business can be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
10.7When a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case for an original meeting but it is not otherwise necessary to give notice of an adjournment or the business to be transacted at an adjourned meeting.
10.8At any general meeting of Members a resolution put to the vote of the meeting is decided on a show of hands unless a poll is demanded:
(a)by the chairperson; or
(b)by at least 5% of the votes that may be cast on the resolution.
10.9The demand for a poll may be withdrawn.
10.10Before a vote is taken, the chairperson must inform the meeting whether any proxy votes have been received and how the proxy votes are cast in total.
10.11Unless a poll is demanded, a declaration by the chairperson is conclusive evidence of the result, provided the declaration reflects a show of hands and the proxies received. Neither the chairperson nor the minutes need to state the number or proportion of votes recorded in favour or against.
10.12If a poll is demanded the chairperson will determine how the poll will be taken, and the result of the poll is the resolution of the meeting at which the poll was demanded.
If a poll is demanded on the election of a chairperson or on a question of adjournment, it must be taken immediately.
10.13In the case of an equality of votes, whether on a show of hands or on a poll:
(a)the chairperson is not entitled to a second or casting vote; and