ASF LogoCONSTITUTION

OF THE

AUSTRALIAN SPELEOLOGICAL FEDERATION

INCORPORATED

 

(Adopted: January 1991)

(Amended: January 1993, January 1998, and January 1999)

 

 

SECTION A - CONSTITUTION AND INCORPORATION

 

The Australian Speleological Federation was formed in 1956 and became incorporated in the Australian Capital Territory on 2nd March 1984.

 

The Federation is thereby bound by the provisions of the Australian Capital Territory (ACT) Associations Incorporation Ordinance 1953-1977 and subsequent amendments.

 

Attention is drawn to clause 116 of the Constitution regarding the necessity for registration of and/or approval of any amendment to the Constitution by the ACT Registrar of Companies.

 

 

 

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This Constitution is arranged as follows:

 

Division 1 - Preliminary

 

1.                                Name

2.                                Aims

3.                                Definitions

4.                                Powers

5-8.                            Structure and Government

 

Division 2 - Membership and Associates

 

9-11.                          Corporate Members

12-14.                        Individual Members

14A-14B                   Provisional Members

15.                              Membership Fees

16-17.                        Associates

 

Division 3 - The Council

 

18-22.                        Councillors, Proxies and Votes

23-26.                        Council Meetings

27.                              Quorum for Council Meetings

28-30.                        Resolutions and Delegations

31-34.                        Elections of Executive Officers

35-41.                        Postal Ballots

 

Division 4 - The Executive

 

42-43.                        General

44.                              Term of Office

45-47.                        Allocation of Executive Positions

48-49.                        Resignation

50-51A.                     Casual Vacancies

52.                              Chairperson

53.                              Casting Votes

54-58.                        Executive Meetings and Action

59-60.                        Delegation

61.                              Functions of Executive Positions

 

Division 5 - Other Organs

 

62-65.                        Speleological Councils

66-68.                        Commissions

69-72.                        Committees

73-74.                        Non-Executive Vice-Presidents

 

Division 6 - Public Officer, Seal, Audit

 

75-77.                        Public Officer

78-80.                        Seal

81.                              Audit

 

Division 7 - Suspension, Expulsion, Misconduct

 

82-89.                        Suspension and Lapse

90-98.                        Misconduct of Certain Officers

99-107.                      Expulsion of Members and Associates

 

Division 8 - Miscellaneous

 

108-109A.                 Pecuniary Interests

110.                            Notices

111.                            Awards and Fellowships

112-116.                    Amendment to the Constitution

117-119.                    By-Laws

120-121.                    Winding-up

122-124.                    Commencement and Transitional Provisions

 

DIVISION 1 - PRELIMINARY

 

Name

 

1.             The Association shall be known as the Australian Speleological Federation Incorporated.

 

Aims

 

2.             The aims of the Federation are:

 

(a)           to safeguard the karst heritage of Australia;

 

(b)           to foster speleology in all of its aspects;

 

(c)           to bring together persons interested in caves and karst and the attainment of the Federation's aims;  and

 

(d)           to represent at all levels persons interested in caves and karst in Australia.

 

2.1           The Federation shall establish and maintain in Australia a public fund

 

(a)           to which gifts of money or property for its karst related environmental purposes are to be made; and

 

(b)           to which any interest on money in the fund is to be credited; and

 

(c)           to which money derived from the property given to the fund is to be paid; and

 

(d)           that does not receive any other money or property; and

 

(e)           that is used only to support the body’s environmental purpose or purposes.

 

2.2           The gift fund which shall be known as ‘The Australian Speleological Federation Gift Fund’ shall comply with subdivision 30-E of the Income Tax Assessment Act 1997, and with the provisions of any laws from time to time regulating the public fund of a registered Environmental Organisation.

 

 

Definitions

 

3.             In this Constitution and the by-laws, unless a contrary intention appears:

 

                "Associate" means an organisation which has been admitted to associate status with the Federation in accordance with clause 16;

 

                "Corporate Member" means an organisation which has been admitted to full membership of the Federation in accordance with clause 10;

 

                "Council" means the collection of Councillors and their proxies appointed in accordance with clauses 18 and 19 present at a Council Meeting;

 

                "Council Meeting" means a general meeting of the Federation;

 

                "Councillor" means a person elected or appointed in accordance with clause 18 to represent a Corporate Member;

 

                "Executive" means the committee of the Federation consisting of the President, the Senior Vice-President, three (3) Vice- Presidents, the General Secretary, the Executive Secretary, the Membership Secretary and the Treasurer;

 

                "Executive Officer" means a member of the Executive;

 

                "Executive position" means an office referred to in the definition of Executive";

 

                "Federation" means the Australian Speleological Federation Incorporated;

 

                "Individual Member" means a natural person referred to in clauses 13 or 14;

 

                "Member" does not include an Associate;  and

 

                "Misconduct" means conduct which is seriously, knowingly or persistently in breach of the law, this Constitution or the by-laws.

 

                "Provisional Individual Member" means a person referred to in clause 14B.

 

                "Provisional Member" means an organisation which has been admitted to provisional membership of the Federation in accordance with clause 14A.

 

Powers

 

4.             The Federation has power, so far as the law permits, to do anything which a natural person may do.

 

Structure and Government

 

5.             Except in respect of the matters referred to in clauses 45, 46, 51 and 65:

 

(a)           the Executive is responsible to, and subject to direction by, the Council;  and

 

(b)           the Council may, by resolution, do anything which the Executive may do.

 

6.

(a)           The government of the Federation is vested in the Executive.  The Executive may, unless the law, this Constitution or the by-laws otherwise provide, do anything which the Federation may do.

 

(b)           The Executive may not exercise a power or perform a function conferred  upon the Council by this Constitution, unless the power or function is also conferred upon the Executive by this Constitution or a resolution of the Council pursuant to clause 28.

 

7.             Each Executive Officer, Convenor or member of any Commission or Committee, officer of a Speleological Council, or other agent of the Federation, is responsible to, and subject to direction by, the Executive.

 

8.             The Executive may, by resolution, dismiss or remove from office any Convenor or member of a Commission or Committee, or other officer or agent of the Federation, not including an officer of a Speleological Council or an Executive Officer.

 

 

DIVISION 2 - MEMBERSHIP AND ASSOCIATES

 

Corporate Members

 

9.             Full (or Corporate) membership of the Federation shall only be open to those speleological societies which subscribe to the Federation's aims and meet such requirements as may be specified in the by-laws.

 

10.           The Council may, in accordance with the by-laws, by a resolution carried by a two-thirds majority of the votes cast, admit a speleological society to Corporate Membership of the Federation, and that speleological society shall, upon such a resolution, become a Corporate Member of the Federation.

 

11.           Each Corporate Member shall have in its constitution, rules or articles of association a provision requiring it to elect or appoint Councillors in accordance with clause 18 for periods not exceeding two years.

 

Individual Members

 

12.           Individual membership of the Federation shall be open to those natural persons who subscribe to the Federation's aims.

 

13.           Any natural person who is a member (whether full, associate, prospective or otherwise) of a Corporate Member in accordance with that Corporate Member's constitution or articles of association, shall be an Individual Member of the Federation for so long as he or she remains a member of that Corporate Member.

 

14.           Notwithstanding clause 13, the Executive may admit a natural person to Individual Membership of the Federation, whether or not that person is a member of a Corporate Member.

 

Provisional Members

 

14A.       Provisional Membership of the Federation shall be open to any speleological society which subscribes to the Federation’s aims and meets such requirements as may be specified in the By-laws.

 

14B.        Any natural person not being an Individual Member as defined in Clauses 13 and 14 who is a member (whether full, associate, prospective or otherwise) of a Provisional Member  in accordance with that Society’s constitution or articles of association, shall be a Provisional Individual Member of the Federation for so long as he or she remains a member of that Society.

 

Membership Fees

 

15.           Provisions may be made in the by-laws for the quantum and time for payment of membership fees and each member shall comply with those provisions.

 

Associates

 

16.           Organisations which subscribe to the Federation's aims but which are not otherwise eligible for membership may, in accordance with the by-laws, be admitted by the Executive or the Council to Associate status with the Federation.

 

17.           Provision may be made in the by-laws for the payment of fees to the Federation by Associates and each Associate shall comply with those provisions.

 

 

DIVISION 3 - THE COUNCIL

 

Councillors, Proxies and Votes

 

18.           Each Corporate Member shall appoint or elect Councillors in accordance with the by-laws to represent it at Council Meetings.

 

19.           At each Council Meeting each Councillor (or in the absence of a Councillor, a proxy appointed by or on behalf of the Corporate Member which appointed that Councillor), shall have one vote.

 

20.           Notwithstanding clause 19:

 

(a)           a Councillor may act as proxy for one or more other Councillors, in which case he or she shall in addition to his or her own vote, have a vote for each Councillor he or she is proxy for;  and

 

(b)           a proxy may act as proxy for more than one Councillor, in which case he or she shall have one vote for each Councillor he or she is proxy for.

 

21.           Each Councillor and proxy is responsible to, and subject to direction by, the Corporate Member he or she represents.

 

22.           The President and the person presiding at any Council Meeting shall not act as a Councillor or proxy.

 

Council Meetings

 

23.           General (or Council) meetings of the Federation shall be held, so far as practicable, annually, and at each Council Meeting, the date of the next Council Meeting shall be determined.

 

24.           Each alternate Council Meeting shall, so far as practicable, coincide with a national conference organised on behalf of the Federation.

 

25.           The Secretary shall give or cause to be given to each Corporate Member at least six weeks notice in writing of the date and venue of each Council Meeting.

 

26.           Any Individual Member may attend a Council Meeting and take part in discussions unless excluded by a ruling of the Chairperson or a resolution of the Council.

 

Quorum for Council Meetings

 

27.           A Council Meeting shall be properly constituted if one third of the Corporate Members are represented by Councillors or proxies.

 

Resolutions and Delegations

 

28.           Unless the law, this Constitution or the by-laws otherwise require, the Council may act by resolution carried by a simple majority of the votes cast at a Council Meeting.

 

29.           The Council may by resolution  delegate the right to perform any of its functions or exercise any of its powers, other than this power or delegation.

 

30.           Any delegation by the Council:

 

(a)           may be revoked at any time by a resolution of the Council, or unless the terms of the delegation otherwise provide, by a resolution of the Executive;  and

 

(b)           shall not limit or fetter the performance of any function or the exercise of any power of the Council or (unless the resolution otherwise provides) the Executive, even if that function or power is within the terms of the delegation.

 

Elections of Executive Officers

 

31.           At each Council Meeting held in accordance with clause 24, the Council shall elect:

 

(a)           the President;  and

 

(b)           four other Executive Officers.

 

32.           At every Council Meeting not held in accordance with clause 31 the Council shall elect four Executive Officers.

 

33.           At each election, other than an election for President:

 

(a)           one ballot shall be held for all vacancies;  and

 

(b)           the election shall be conducted by proportional voting.

 

34.           Provisions may be made in the by-laws for:

 

(a)           the time and manner within which persons may nominate for candidature at an election;  and

 

(b)           the means for conducting elections.

 

Postal Ballots

 

35.

(a)           The President by notice in writing to the Secretary;

 

(b)           The Executive by resolution;  or

 

(c)           Any two Corporate Members by notice in writing to the Secretary,

 

may require a postal ballot to be conducted upon any specified question.

 

36.           More than one question may be put to postal ballot at one time, and more than one postal ballot may be conducted at one time.

 

37.           If more than one question is to be put to postal ballot, the Executive shall determine the order in which the questions are put.

 

38.           Where a postal ballot is to be held, the Secretary shall, after notifying the Executive but within fourteen days of the notice or resolution referred to in clause 35, cause the ballot to be sent to each Corporate Member by a method which will ensure proof of delivery, such as registered post.

 

39.           The postal ballot shall close eight weeks after the date of the resolution or notice referred to in clause 35, and if a vote has not been received from any Councillor of a Corporate Member by the close of the postal bal­lot, that Councillor shall be deemed to have abstained.

 

40.           The Secretary shall give or cause to be given to each Corporate Member within fourteen days of the close of a postal ballot, notice in writing of the outcome of the ballot.

 

41.           A matter decided by a postal ballot shall be deemed to have been decided by a resolution of the Council.

 

 

DIVISION 4 - THE EXECUTIVE

 

General

 

42.           A person may not be elected as an Executive Officer unless he or she is an Individual Member of the Federation.

 

43.           No person may simultaneously hold more than one Executive position.

 

Term of Office

 

44.           Each Executive Officer shall hold office (as a member of the Executive or as President as the case may be) from the end the Council meeting at which he or she is elected until the conclu­sion of the Council Meeting nearest in time to two years follow­ing the Council Meeting at which he or she was elected.

 

 

Allocation of Executive Positions

 

45.           As soon as practicable after every election of Executive Officers, and in any event within six weeks, the Executive shall allocate Executive positions among themselves in accordance with clause 46.

 

46.           The Executive shall appoint one Executive Officer to each of the following Executive positions:

 

(a)           Senior Vice-President;

 

(b)           Vice-President;

 

(c)           Vice-President;

 

(d)           Vice-President;

 

(e)           General Secretary;

 

(f)            Executive Secretary;

 

(g)           Membership Secretary;  and

 

(h)           Treasurer,

 

and the person so appointed shall, subject to clauses 48-51A, hold that Executive position until the conclusion of the next Council meeting.

 

47.           No person may continue to hold the same Executive position after six consecutive elections of Executive Officers.

 

Resignation

 

48.           An Executive Officer may resign:

 

(a)           from his or her Executive position;  or

 

(b)           from the Executive,

 

by notice in writing to the Secretary or President.

 

49.           An Executive Officer shall be deemed to have resigned from the Executive if he or she:

 

(a)           dies;

 

(b)           is dealt with under the Mental Health legislation of any State or Territory of the Commonwealth of Australia;

 

(c)           is absent from Australia, or fails to participate in Executive actions, for more than six months without leave of the Executive;

 

(d)           is dismissed, suspended or removed from office in accordance with clauses 95 or 97;  or

 

(e)           is expelled pursuant to clause 104.

 

Casual Vacancies

 

50.           If a person resigns from the Executive between Council Meetings, the Executive shall, as soon as practicable, appoint an Individual Member to fill the vacancy.

 

51.           If an Executive position becomes vacant between Council Meetings, the Executive:

 

(a)           shall, as soon as practicable, appoint an Executive Officer to fill that Executive position;  and

 

(b)           may re-allocate Executive positions among themselves as though there had just been an election of Executive Officers.

 

51A.

(a)           If an Executive Officer, whose term of office is not due to end at the conclusion of the next Council meeting, resigns, any person appointed to the Executive to replace that Executive Officer in accordance with clause 51 shall hold office only until the conclusion of the next Council meeting.

 

(b)           If an Executive Officer who resigned as referred to in subclause (a) was the President, notwithstanding clauses 31, 32 and 44, at the next Council meeting after the resignation there shall be an election for President, and any person elected as President shall hold office only until the conclusion of the next Council meeting after the Council meeting at which he or she was elected.

 

(c)           Where an Executive Officer, other than the President, has resigned as referred to in subclause (a), notwithstanding clauses 31 (b) or 32, at the next Council meeting after the resignation, one election shall be held for such number of Executive Officers as will ensure that after the conclusion of that meet­ing, there will be sufficient Executive Officers to fill all of the Executive positions referred to in clause 46.

 

(d)           After an election as referred to in subclause (c):

 

(i)            the four persons who received the highest number of votes shall hold office for the period referred to in clause 44; and

 

(ii)           any other persons who were elected to the Execu­tive shall hold office only until the conclusion of the next Coun­cil meeting after the Council meeting at which they were elected.

 

(e)           If at any election there are not sufficient nominations to fill all Executive positions, for the purposes of clause 51 an Executive position shall be deemed to have become vacant im­mediately after the conclusion of that Council meeting.

 

Chairperson