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Constitution of the Australian Library and Information Association Limited

1 Definitions and interpretation
1.1 Definitions
  In this Constitution, and any By-laws hereunder unless the context otherwise requires:

'Association' means the Australian Library and Information Association Limited [ACN 090 953 236], a company limited by guarantee as hereby established;

'Board' means the Board of Directors for the time being of the Association;

'Constitution' means the Constitution for the time being of the Association;

'Corporation' means any body corporate, whether formed or incorporated within or outside the Territory;

'Director' means a director for the time being of the Association;

'Division' means a division, branch, regional group, national section, sectional group, a special interest group (or any similar entity, group, or body) of the Association or the former Association;

'Former Association' means the Australian Library and Information Association established by the Supplemental Royal Charter issued on 31 December 1988 and being the forerunner to the Association;

'Member' means a person or corporation admitted to membership of the Association;

'Representative' means a person appointed under the Constitution and in accordance with section 250D of the Corporations Law;

'Secretary' means any person appointed for the time being to perform the duties of the secretary of the Association;

'Year' shall mean a calendar year except in relation to the period of tenure of any office-bearer in which case it shall mean the period between one annual general meeting and the next succeeding annual general meeting.

1.2 Interpretation: meaning of certain words
  In this Constitution, unless the context otherwise requires:
  1. words importing the singular number include the plural number and vice versa;
  2. words importing the masculine gender include the feminine gender and vice versa;
  3. words importing persons include corporations;
  4. expressions referring to writing shall be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form;
  5. an expression used in a particular part or division of the Corporations Law that is given by that part or division a special meaning for the purposes of that part or division has in any clause of this Constitution that deals with a matter by that part or division the same meaning as in that part or division;
  6. all headings contained in this Constitution are for guidance and do not form part of the substance of the Constitution.
1.3 Interpretation: application of the Corporations Law
  Section 110B of the Corporations Law applies in relation to this Constitution as if it were an instrument made, granted or issued under the Corporations Law as amended from time to time.

2 Exclusion of replaceable rules
  Subject to Part 2B.4 of the Corporations Law, the replaceable rules shall not apply to the Association.
 
3 Purposes
3.1 The Association
  The Association:
  1. is a company limited by guarantee;
  2. will operate predominantly for the promotion, development and attainment of its objects;
  3. will apply its profits (if any) or other income in promoting its objects; and
  4. is not carried on for the purpose of profit or gain to its individual members.
3.2 Objects
 
  1. To promote the free flow of information and ideas in the interest of all Australians and a thriving culture, economy and democracy;
  2. To promote and improve the services provided by all kinds of library and information agencies;
  3. To ensure the high standard of personnel engaged in information provision and foster their professional interests and aspirations;
  4. To represent the interests of members to governments, other organisations and the community; and
  5. To encourage people to contribute to the improvement of library and information services through support and membership of the Association.
3.3 Powers
  Solely for the purpose of carrying out the objects, but not otherwise, the Association shall have the legal capacity and all the powers of a natural person. The powers set forth in subsection 124(1) of the Corporations Law shall apply to the Association except insofar as they are inconsistent with the objects of the Association.
3.4 Doctrine of ultra vires
  It is intended that this clause 3 and the other provisions of this Constitution shall:
  1. prevent the application of the doctrine of ultra vires to the powers of the Association to further its objects; and
  2. ensure that the Association is able to give effect to its objects set out in this Constitution without the necessity to specifically include a power.

and this clause 3 and the other provisions of this Constitution shall be construed accordingly.

4 Income and property
  All the income and property of the Association shall be applied solely towards the promotion of the objects of the Association as set forth in this Constitution, and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus or otherwise to the members of the Association, provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Association, or to any Member of the Association, in return for any services actually rendered to the Association, or for goods supplied in the ordinary and usual way of business, nor prevent the payment of interest at a rate not exceeding the rate for the time being fixed for the purpose of this clause by the Constitution on money borrowed from any member of the Association, or reasonable and proper rent for premises demised or let by any member of the Association, but so that no member of the Board or committee of the Board (other than the executive director) shall be appointed to any salaried office of the Association or any office of the Association paid by fees.
 

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10 October 2000 comments | privacy | copyright
http://archive.alia.org.au/governance/constitution/parts.1-4.html