Constitution

Association of Building Consultants Incorporated (South Australia)
 

1. Name

The Association shall be called ASSOCIATION OF BUILDING CONSULTANTS INCORPORATED (the Association).

2. Objects

The objects of the Association are:

  1. to represent building consultants, to act as an information and resource service to them, to promote the education of building consultants, to promote use of the services of building consultants by the public and the building industry, to encourage co-operation between building consultants, to deal with government and semi-government entities regarding the interests of building consultants and matters touching building consultancy, and to improve standards and accountability of building consultants;
  2. to encourage research and disseminate information relating to building practice and building consultancy to the members of the Association and to the public;
  3. to promote, and to publish articles and material, case studies, new ideas, information, techniques, research and commentary relating to building and building consultancy;
  4. generally, to represent and promote the interests of, and to improve the knowledge, skills and education of, and to encourage the activities (including recreational and social activities) of building consultants;
  5. to promote and contribute to the development of building practice and building consultancy; and
  6. to do such other things incidental to the above which the Association or the Executive Committee referred to in clause 3 may consider desirable in the interests of the Association and its members.

3.  Executive Committee, Office Bearers, election of Office Bearers 

  1. The Executive Committee shall be responsible for the administration and management of the Association generally and for carrying out any decisions made at an Executive Committee Meeting, an Annual General Meeting, or an Extraordinary General Meeting.  It shall generally carry out the objects of the Association. 
  2. Members of the Executive Committee shall be called Office Bearers.
  3. The Executive Committee shall consist of:
    The President;
    Secretary;
    Treasurer; and
    At least three other general Office Bearers.
  4. Office Bearers shall be appointed at the Annual General Meeting and hold office on the Executive Committee until the next Annual General Meeting following their appointment.
  5. The Executive Committee shall meet as and when deemed necessary and at least six (6) times in each year.  As much notice of such meetings as practicable shall be given to the Office Bearers by the Secretary.
  6.  A quorum of the Executive Committee shall consist of three Office Bearers.
  7. Any casual vacancy of the President, Secretary or Treasurer may be filled for the balance of the year by one or more of the remaining Office Bearers.
  8. Each Office Bearer shall have one vote on any question for decision at a meeting of the Executive Committee.
  9. An Office Bearer may allocate their vote by proxy, advised in writing to the Secretary prior to the meeting, for another Office Bearer to vote on their behalf at that person’s discretion or as directed by that Office Bearer on any pre-advised motion.
  10. All Office Bearers shall retire at the Annual General Meeting.  Any Office Bearer shall be permitted to nominate for reselection or to nominate for election to any position on the Executive Committee.
  11. Nominations may be given at any time prior to the election and need not be in writing.
  12. A nominee may nominate himself or herself for a position.
  13. Any Office Bearer who shall have contravened their duty under this Constitution, or neglected wilfully to carry out his or her duty in accordance with this Constitution may be suspended or removed from office by resolution at an Extraordinary General Meeting, provided that members are advised by the Secretary 7 days prior to any such Extraordinary General Meeting of the intended suspension or removal and the reason therefor.  Such suspension or removal from office shall then be advised in writing to the Office Bearer concerned within seven (7) days after such action.
  14. An Office Bearer being absent for two (2) consecutive Executive Committee meetings without having obtained leave of absence, or without having provided acceptable reasons to the Executive Committee, may be removed from office at the discretion of the Executive Committee.  Such person shall so be advised in writing within seven (7) days of such by the Executive Committee.

4. Powers of the Association

The Powers of the Association are:

  1. To receive, accept and solicit subscriptions, donations, endowments and gifts of money, lands, hereditaments, stocks, funds, shares, securities and any other assets whatsoever.
  2. To affiliate with any body, whether incorporated or not, having the same or similar objects, or compatible or complementary objects, and to appoint representatives to any such body.
  3. To assist in or concur in the establishment of any other association having similar or complementary objects.
  4. In so far as the law may allow, to purchase, acquire, hold, maintain, lease and dispose of, any real or personal property and to erect, purchase, hire, maintain or furnish any buildings or appliances for the use and purpose of the Association.
  5. To borrow or raise money with or without security by any means whatsoever including overdraft, for any object of the Association and to mortgage or pledge any asset of the Association as security for any loan or guarantee and in so far as the law may allow to grant any debenture or fixed or floating charge over the assets of the Association or any of them.
  6. To publish such magazines, periodicals and reports as may be determined from time to time and to arrange or provide education and literature on the Association and relating to its objects among members and others.
  7. To join with any other body in carrying out any purpose for which the Association is formed either in partnership or in any other arrangements for joint action or co-operation.
  8. To appoint and dismiss such servants and staff as the Executive Committee may think necessary from time to time upon such terms as the Executive Committee may from time to time think fit.
  9. To arrange or provide recreation and other activities consistent with the objects of the Association.
  10. To give donations, subsidies or contributions to any association, or body, whether social, benevolent, educational, patriotic, charitable or otherwise and to establish and support or aid in the establishment and support of associations, institutions, funds or trusts of a social, educational, benevolent, patriotic or charitable nature and to endow, establish or give donations to or for scholarships, bursaries and grants in aid of an educational nature.
  11. To invest and deal with the moneys and assets of the Association not immediately required upon such securities or in such manner as may from time to time be determined.
  12. To do all such acts and things as may be calculated to attain or assist in the attainment of all or any of the above objects as the Executive Committee or the Association may in its absolute discretion decide.

5. Assets of the Association

The income and property of the Association, from wherever derived, 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 otherwise howsoever by way of profit to the members of the Association or relatives of such members, provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of the Association or to any member of the Association in return for any services actually rendered to the Association or reasonable and proper rental for premises let to the Association by any member of the Association.

6. Membership

  1. Any interested person may nominate himself or herself, or any other person, to be a member.
  2. By a resolution of at least three-fourths of the Office Bearers present at an Executive Committee Meeting, or represented by proxy by an Office Bearer present at that meeting, the Executive Committee may accept any other person as a member of the Association if they consider that person should be admitted to membership.
  3. The Executive Committee at its sole discretion shall determine the category of membership that a person admitted to membership shall hold.
  4. A member may, after a reasonable time, apply to the Executive Committee for a review of the category of membership they hold.
  5. A member may resign at any time by notice in writing to the Secretary, but no refund of membership fees shall then be payable to the member.
  6. There shall be the following categories of members, each with the voting rights as indicated, on any motion:
    1. Life member, who shall have one vote.  A Life member may also be a Fellow or Senior Member.
    2. Fellow, who shall have one vote.
    3. Senior Member, who shall have one vote.
    4. Member, who shall have one vote.
    5. Associate member, who shall have no vote.
    6. Honorary member, who shall have no vote.
    7. Such other classes of members as are determined by the Executive Committee will have such voting rights as may be determined by the Executive Committee.
    8. Any individual who holds more than one category of membership offering voting rights shall only be entitled to one vote.
  7. The Executive Committee shall from time to time set the membership fees payable by each category of member.
  8. The Executive Committee may offer Life Membership or Honorary Membership to a member based on that member’s past contribution to the Association.
  9. A company or business may be a member or nominate itself for membership and may be accepted into membership in the manner aforesaid, but in connection with its membership it must also nominate a natural person to be its representative and such natural person must be approved by at least three fourths of the Office Bearers present at an Executive Committee Meeting.  If the company or business desires to change its nominee, it shall obtain the prior approval of not less than three fourths of the Office Bearers to such new nominee, and in default of doing so, its membership shall automatically cease upon changing such nominee. The nominee person shall, for voting purposes (and for the purpose of Executive Committee appointments), be treated as if he or she were a member in his or her own right and not the company or business he or she represents and accordingly may be appointed to the Executive Committee and vote in all respects as contemplated hereunder as if he or she were the representative in place of his or her company or business.

7. Financial Year

The financial year of the Association shall conclude on the last day of June in each year.

8. Powers and Duties of Executive Committee

  1. The Executive Committee may submit any motion to an Annual General Meeting or Extraordinary General Meeting of the Association and make rules to govern its own meeting procedure.  It may appoint sub-committees to carry out any of its duties or functions.  Any person (including non-members) may be members of such sub-committees.  At least one Office Bearer shall be a member of each sub-committee.
  2. The Executive Committee may by a three-quarters majority of those voting (including by proxy) on a motion at any meeting, reprimand a member or cancel or withdraw or suspend the membership of any member for any reason after giving such member at least seven (7) days notice in writing of its intention to do so and a further seven (7) days to submit any explanation the member may wish to put before the Executive Committee.

9. Other Functions of Office Bearers

  1. The President shall assume chairmanship at all meetings of the Association and its Executive Committee.  In the absence of the President, those Office Bearers present may nominate one of their number to chair that meeting. The chair of the meeting shall not have a casting vote.  However, the chair's ruling on any item of conduct or procedure at any meeting shall be final.
  2. The Secretary shall provide all secretarial functions for the Association, giving all notices that may be required under this Constitution and generally carry into effect directions of the Executive Committee.  The Secretary shall be an ex officio member of all sub-committees of the Executive Committee.  The Secretary shall keep an accurate record of the proceedings and decisions of meetings of the Association and the Executive Committee.
  3. The Secretary shall convene the Annual General Meeting and any Extraordinary General Meeting and shall prepare agenda for such meetings.
  4. The Secretary shall prepare and distribute minutes of meetings of the Executive Committee to the Executive Committee members.  The Secretary shall prepare and distribute minutes of Annual General Meetings, any Extraordinary General Meeting to all members. 
  5. The Treasurer shall control the collection of all funds and income of the Association and other money paid to the Association and shall cause the same to be banked in a bank account or accounts (which may include a trust account) in the name of the Association as soon as conveniently practicable after their receipt.
  6. The Treasurer shall pay the Association's debts and commitments as they become due, such payments to be by way of not negotiable cheque or an approved electronic payment transfer.
  7. All cheques drawn on any Association account shall be signed by the Treasurer and one other person appointed for that purpose by the Executive Committee.  All funds payable electronically shall be authorised by the Treasurer and at least one other person appointed by the Executive Committee for that purpose.
  8. The Treasurer shall submit to each Executive Committee meeting a solvency statement that the Association can pay its debts as and when they fall due and a financial statement reflecting the financial affairs of the Association.
  9. The Treasurer shall present a statement of the Association's financial affairs at each Annual General Meeting and, if requested by the Executive Committee, at any other time.
  10. The Treasurer shall authorise and keep records of all the Association's financial matters and dealings and all lotteries, raffles and other fund-raising activities conducted in accordance with the objects of the Association.

10. Rules

  1. The Executive Committee is authorised to make, alter or rescind rules for the conduct of the activities of the Association and its members.
  2. In particular, from time to time the Executive Committee shall determine criteria for admission to membership, guidelines for determining categories of membership and a Code of Practice for the members of the Association, and any amendments.

11. Annual General Meeting (AGM)

The Annual General Meeting of the Association shall be held at such time in each year as the Executive Committee may determine.  The Annual General Meeting of the Association shall conduct the following business: -

  1. To receive apologies;
  2. To confirm the Minutes of the previous Annual General Meeting and any intervening Extraordinary General Meeting(s);
  3. To receive the President's report;
  4. To receive the Treasurer’s financial report;
  5. To elect Office Bearers to the Executive Committee for the ensuing year;
  6. To transact any business of which at least seven (7) days' notice in writing has been given to members by the Secretary.

Following the President's report and the acceptance of the financial report, the President shall declare all Executive Committee positions vacant.  He or she shall call for the meeting to appoint a Returning Officer to conduct an election of Office Bearers for the ensuing year.

  1. Voting (when there is more than one nomination for an Office Bearer position) shall be by secret ballot.  In that event, a Returning Officer shall be appointed by the meeting to manage the ballot and declare the result.

12. Extraordinary General Meeting (EGM)

An Extraordinary General Meeting of members shall be called by the Executive Committee after any of the following:-

  1. A resolution to that effect by the Executive Committee; or
  2. A request in writing from at least seven (7) members entitled to vote, requesting such a meeting; or
  3. A resolution to that effect of an Annual General Meeting.

An Extraordinary General Meeting of the Association shall be called by the Secretary within thirty (30) days of any of the above events.  At least fourteen (14) days' notice shall be given of such meeting and such notice shall state the business to be transacted at such meeting, and no other business shall be transacted at that meeting.

13. Quorum for AGM and EGM

  1. The quorum for an Annual General Meeting or an Extraordinary General Meeting shall be not less than one third of the members of the Association entitled to vote.
  2. If at any meeting, whether an Annual General Meeting or an Extraordinary General Meeting or an Executive Committee meeting, a quorum is not present within thirty (30) minutes of the scheduled commencement time, such meeting shall stand adjourned for seven (7) days or such longer period as those present members agree.

14. Voting at Meetings

  1. Subject to any other provision herein to the contrary, voting at meetings of the Association and the Executive Committee shall be by a show of hands.
  2. A member entitled to vote who is unable to attend a meeting may allocate their vote by proxy, advised to the Secretary prior to the meeting in writing, for another member to vote on their behalf at the latter member’s discretion or as directed by the first member on any pre-advised motion.

15. Minutes

Minutes shall be circulated as soon as practicable after each meeting of the Executive Committee, each AGM and any EGM and made available for confirmation at the next appointed meeting. Minutes of Extraordinary General Meetings shall also be reviewed at the Annual General Meeting.

16. Notices

  1. Notice of any Executive Committee meeting shall be given to Office Bearers by telephone, letter, by electronic means (e.g. email, text message) or by other personal notification.
  2. Notice of any Annual General Meeting shall be given by such means as the Executive Committee shall from time to time determine and without prejudice to any other means, may be given by electronic means (e.g. email, text message) or in any issue of any Association newsletter or journal published at least seven (7) days prior to the date of such meeting.

17. Independent Review of Association Finances

Prior to each Annual General Meeting, the Executive Committee shall appoint a suitably qualified independent person to prepare an opinion on the Association’s finances for presentation at the Annual General Meeting.  That person shall have the power to call for all or any books of account at any time in order to fulfil the task.

18. Alteration to Constitution

This Constitution may be altered at any Annual General Meeting or Extraordinary General Meeting of the Association provided seven (7) days notice of the proposed alteration has been given to members by the Secretary.  No motion for alteration shall be deemed to be carried unless supported by three-quarters of those members entitled to vote who are present or represented by proxy at the meeting.

19. Winding Up

The Association may be dissolved at any time upon a resolution carried at an Annual General Meeting or Extraordinary General Meeting of the Association in the same manner as a resolution to amend the Constitution and subject to the formalities required for amendment to this Constitution.  Upon such resolution being carried any property of the Association remaining after payment of all debts and legal liabilities shall be transferred to such charity or authority or institution as the meeting shall determine.

20. Indemnity

The members of the Executive Committee and their respective executors and administrators shall be at all times indemnified out of the funds of the Association from and against all damages costs charges and expenses paid or incurred by them, unless the same shall be the result of their negligence or wilful act or default.  All servants, employees and agents of the Association shall also have a like indemnity.

21. No Liability

No Office Bearer or member of the Association shall be liable for

  1. the acts, deceits errors of judgment, omissions, oversights, neglects or defaults of any other member or Office Bearer of the Association or
  2. loss or expense occasioned to the Association through the insufficiency or deficiency of title to any property acquired by or on behalf of the Association or any security upon which any other moneys of the Association shall be invested or
  3. any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys securities or effects of the Association shall be deposited or
  4. any other loss damage or misfortune whatsoever which shall happen in the execution of the duties of Office Bearer or in relation thereto unless the same occurs by reason of the own default or neglect of such Office Bearer or member.